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HomeMy WebLinkAboutResolution 2025-33972RESOLUTION NO. 2025.33972 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING IN SUBSTANTIAL FORM AND AUTHORIZING THE CITY MANAGER TO FINALIZE AND EXECUTE A MEMORANDUM OF UNDERSTANDING, IN A FORM ACCEPTABLE TO THE CITYATTORNEY, WITH THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC., TO ADMINISTER THE SPECIAL ASSESSMENT DISTRICT KNOWN AS THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, WHICH WAS RENEWED BY THE CITY FOR AN ADDITIONAL TERM OF TEN (10) YEARS PURSUANT TO RESOLUTION NOS. 2024-33178 AND 2025- 33785, TO STABILIZE AND IMPROVE THE LINCOLN ROAD RETAIL BUSINESS DISTRICT, THROUGH PROMOTION, MANAGEMENT, MARKETING, AND OTHER SIMILAR SERVICES. WHEREAS, on July 24, 2024, the Mayor and Commission adopted Resolution No. 2024- 33178, which renewed, pursuant to Chapter 170, Florida Statutes, and subject to the approval of a majority of the affected property owners, a special assessment district to be known as the Lincoln Road Business Improvement District (the "District'), which is set to expire in 2025, for an additional term of ten (10) years, to stabilize and improve the Lincoln Road retail business district —generally bounded on the west by Alton Road, on the east by Washington Avenue, on the north by 17th Street, and on the south by Lincoln Lane South —through promotion, management, marketing, and other similar services; and provides for the levy and collection of special assessments, which shall increase by three (3%) percent annually; and WHEREAS, on September 11, 2024, the Mayor and City Commission adopted Resolution No. 2024-33230, which called for a special mail ballot election (the "Election") to be held from November 12, 2024 to December 16, 2024, to determine whether a majority (50% plus one) of the affected property owners approved the renewal of the District; and WHEREAS, according to the Official Election Certificate of the Canvassing Board for the Election, adopted by the Mayor and City Commission pursuant to Resolution No. 2025-33456, the affected property owners approved the renewal of the District, as follows: sixty-five (65) ballots were cast in favor of the renewal of the District, zero (0) ballots were cast in opposition to the renewal of the District, one (1) ballot was rejected as improperly cast, and five (5) ballots were not returned; and WHEREAS, pursuant to Sections 170.07 and 170.08, Florida Statutes, the Mayor and City Commission held a duly noticed public hearing on June 25, 2025, for the owners of the property to be assessed, or any other interested persons, to appear before the Mayor and City Commission and be heard as to the propriety and advisability of providing such services (and funding them with special assessments on property), as to the cost thereof, as to the manner of payment therefor, and as to the amount thereof to be assessed against each property so improved; and WHEREAS, following public testimony, the Mayor and City Commission voted to levy the special assessments; and WHEREAS, thereafter, pursuant to Section 170.08, Florida Statutes, the City Commission convened as an equalizing board to hear and consider any and all complaints as to the special assessments and to adjust and equalize the assessments on a basis of justice and right, following which the Mayor and City Commission approved the final assessment roll; and WHEREAS, on September 30, 2015, the City Commission adopted Resolution No. 2015- 29146, approving the initial Memorandum of Understanding between the City and the Lincoln Road Business Improvement District, Inc., a Florida not -for -profit corporation (the "LRBID'); and WHEREAS, pursuant to the initial Memorandum of Understanding, the LRBID has administered the District since 2015; and WHEREAS, the City desires to enter into a new Memorandum of Understanding with the LRBID (the "MOU"), to set forth, among other things, the obligations of the LRBID to administer the District, as well as the rights and obligations of the City, which include, among other provisions, to collect the special assessments, to receive an administrative fee and seek reimbursement of costs and expenses incurred while administering the collection process, to audit the LRBID, and to conduct an annual review of the LRBID's budget and activities; and WHEREAS, the City also seeks to enter into the MOU to ensure compliance by the LRBID with Chapter 170, Florida Statutes; the requirements of the Uniform Special District Accountability Act, set forth in Chapter 189, Florida Statutes; and the Florida Sunshine Law, including, without limitation, Chapter 286, Florida Statutes; and WHEREAS, the MOU shall be in substantially the same form as the draft agreement attached as an Exhibit to this Resolution. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve in substantial form and authorize the City Manager to finalize and execute a Memorandum of Understanding, in a form acceptable to the City Attorney, with the Lincoln Road Business Improvement District, Inc., to administer the special assessment district known as the Lincoln Road Business Improvement District, which was renewed by the City for an additional term of ten (10) years pursuant to Resolution Nos. 2024-33178 and 2025-33785, to stabilize and improve the Lincoln Road Retail Business District, through promotion, management, marketing, and other similar services. PASSED and ADOPT... day of 2025. ATTEST: �/���\A/ Utti 2 2 7.02Steven Meiner, Mayor Rafael E. Granado, City Clerk Sponsored by Mayor Steven Meiner Cosponsored by Commissioner Laura Dominguez Cosponsored by Commissioner Alex J. Fernandez Cosponsored by Commissioner Joseph Magazine Cosponsored by Commissioner Tanya K Bhatt Cosponsored by Commissioner David Suarez APPROVED AS TO FORM AND LANGUAGE & FOR EXECUTION 1 d2 )�zS- City Atto ey QV_ Date Resolutions - C7 I MIAMI BEACH COMMISSION MEMORANDUM rO: Honorable Mayor and Members of the City Commission FROM: Eric Carpenter, City Manager DATE: December 17, 2025 TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING IN SUBSTANTIAL FORM AND AUTHORIZING THE CITY MANAGER TO FINALIZE AND EXECUTE A MEMORANDUM OF UNDERSTANDING, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC., TO ADMINISTER THE SPECIAL ASSESSMENT DISTRICT KNOWN AS THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, WHICH WAS RENEWED BY THE CITY FOR AN ADDITIONAL TERM OF TEN (10) YEARS PURSUANT TO RESOLUTION NOS. 2024-33178 AND 2025-33785, TO STABILIZE AND IMPROVE THE LINCOLN ROAD RETAIL BUSINESS DISTRICT, THROUGH PROMOTION, MANAGEMENT, MARKETING, AND OTHER SIMILAR SERVICES. RECOMMENDATION Adopt the Resolution authorizing the City Manager to finalize and execute a Memorandum of Understanding (MOU) between the City and the Lincoln Road Business Improvement District, Inc. (LRBID). District Establishment Chapter 170, Florida Statutes authorizes municipalities, with majority approval from affected property owners, to levy special assessments on benefitted properties. This is for stabilizing and enhancing retail business districts and historic districts through promotion, management, marketing, and other similar services. On April 15, 2015, the Mayor and City Commission adopted Resolution No. 2015-28992, establishing the Lincoln Road Business Improvement District (the District) for a ten-year term. The District, located within a nationally recognized historic district, is bounded by Alton Road (west), Washington Avenue (east), 17th Street (north), and Lincoln Lane South (south), excluding residential properties, religious institutions, and condominium common areas. Renewal Process As the District's original term expires in 2025, the City Commission adopted Resolution No. 2024- 32911 on February 21, 2024, directing the City Attorney's Office and the Administration to work with LRBID to facilitate a renewal in accordance with Chapter 170, Florida Statutes. On July 24, 2024, the City Commission approved a ten-year renewal via Resolution No. 2024- 33178, subject to a mail ballot election of affected District property owners. The Resolution established procedures for annual assessment levies, including a three percent (3%) annual increase, as well as collection and publication protocols. On September 11, 2024, through Resolution No. 2024-33230, the City Commission set the election to determine whether a majority (50% plus one) of affected District property owners 925 of 3458 supported the renewal of the District. The election, held from November 12 to December 16, 2024, resulted in: • 65 ballots cast in favor; • 0 opposed; • 1 ballot rejected as an undervote (blank); and • 5 ballots not returned. The City Clerk certified the election results via Letter to Commission (LTC) 549-2024 on December 16, 2024. On February 3, 2025, the City Commission adopted Resolution No. 2025- 33456, formally accepting the Official Election Certificate and setting a public hearing pursuant to Chapter 170, Florida Statutes. Subsequently, the City Commission adopted Resolution No. 2025- 33652, rescheduling the hearing to June 25, 2025, to hear and consider any complaints and to adjust and equalize the assessments "on a basis of justice and right," in accordance with Section 170.08, Florida Statutes. On June 25, 2025, acting as an equalizing board, the City Commission conducted the required public hearing and confirmed the final assessment roll via Resolution No. 2025-33785. The assessments are now confirmed and constitute legal, valid, and binding liens upon the assessed properties until paid in full. ANALYSIS The proposed MOU, retroactively effective October 1, 2025, outlines the responsibilities of the LRBID in managing the District and documents the respective rights, duties, and obligations of both parties for the ten-year renewal term approved by the City Commission. Effective October 1, 2025, the MOU aligns with the City's fiscal year and the established assessment cycle. Building on the original 2015 LRBID MOU, the renewal MOU incorporates updates that reflect the City's evolving centralized oversight approach to Business Improvement District (BID) governance. These refinements, consistent with the 41st Street BID MOU (2024), strengthen accountability, transparency, and alignment with citywide standards. Key Provisions: • Transparency: LRBID will continue submitting annual budgets, audited financial statements, and programmatic reports. In addition, LRBID will provide data to support the City's economic development efforts and will maintain consistent reporting and performance standards with those of all City BIDS. • Statutory Compliance: LRBID must comply with all applicable laws, including Chapter 170 (Special Assessments), Chapter 189 (Uniform Special District Accountability Act), and Florida's Sunshine Law (including, without limitation, Chapter 286). • Accountability: Board members must complete training on statutory obligations, governance, ethics, and public meeting requirements. • Assessment Collection: The City will continue collecting assessments, unless and until a formal transition to the Miami -Dade County Tax Collector occurs. • City Representation: The City Manager, or designee, may attend all meetings of, and shall have a right to address, the LRBID's Executive Committee and Board of Directors. Under the new MOU, the City's Authorized Representative would no longer serve as an ex officio nonvoting member. This will allow the City's Authorized Representative to interact with members of the LRBID's Executive Committee and Board of Directors outside of their publicly noticed meetings. 926 of 3458 • Termination for Cause: The City may terminate the MOU for cause upon breach by LRBID, following notice and a thirty (30) day cure period. New or Modified Terms: • City Administrative Fee: LRBID will pay the City an administrative fee, equal to one percent (1%) of assessments collected, consistent with the 41st Street BID model. • Tax Collector Transition: Should collection duties transition to the Miami -Dade County Tax Collector, LRBID will reimburse the City up to $5,000 annually for related administrative costs incurred. • Audit Oversight: The City Manager retains audit rights, and the MOU is subject to review and oversight by the Office of the Inspector General, ensuring fiscal transparency and accountability. • Standard Legal Provisions: The MOU incorporates standard City contract terms, including compliance with public records, ethics, anti -discrimination, and conflict of interest provisions. The District is primarily funded through assessments paid by benefihed District property owners, which help offset the costs of LRBID services and programming. This model reduces, but does not eliminate, reliance on general City funds. Supplemental City support remains essential for LRBID activities. LRBID's core functions (marketing, event programming, and placemaking) enhance the District's appeal and economic competitiveness. The LRBID budget prioritizes marketing and promotional activities, such as public art and seasonal activations, which align with the City's community survey results consistently ranking Lincoln Road as a top leisure destination for residents. The City's continuing commitment to the District is reflected in supplemental support, including annual funding ($160,000 in FY 2026) for the Block -by -Block Ambassador Program, an initiative that falls within LRBID's mission to enhance public space management and is partially funded by the City to ensure its success and continuity. Additionally, the Administration supports LRBID operations and programming on an ongoing basis, including events and large-scale activations such as the annual Halloween Block Party. The City and LRBID partnership remains important as the City prepares for new economic drivers, including the Convention Center Hotel, and the Lincoln Road Redevelopment Project. The Project, estimated at approximately $70.9 million in capital improvements, will modernize public infrastructure, improve the pedestrian experience, and position Lincoln Road for sustained economic resilience. The ten-year renewal of the LRBID aims to provide businesses and property owners with a steady source of funding for essential services, strengthening the local economy, enhancing quality of life, and ensuring Lincoln Road remains a resilient economic engine and cultural asset for Miami Beach. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https://www.miamibeachfi.gov/city-hall/cityclerk/meetinu-noticesl 927 of 3458 FINANCIAL INFORMATION CONCLUSION The LRBID has worked over the past ten (10) years to be a valuable partner in advancing the City's economic and cultural objectives, contributing to meaningful, substantive change in the District. The strong support for renewal reflected in the recent election results signals confidence among property owners in the role of LRBID as a catalyst for business vitality and community engagement. As a steward of the District's growth and development, LRBID is well -positioned to implement innovative strategies and long-term planning efforts tailored to the area's unique needs. The proposed MOU formalizes this partnership and provides a framework for continued collaboration, strategic management, and accountability. The Administration recommends the Mayor and City Commission adopt the Resolution authorizing the City Manager to finalize and execute a Memorandum of Understanding between the City and the Lincoln Road Business Improvement District, Inc. Applicable Area South Beach Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond pursuant to City Code Section 2.17? Project? Yes No Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal enaaaed in lobbying? Yes If so, specify the name of lobbyist(s) and principal(s): Lincoln Road Business Improvement District, Inc. (Anabel Llopis, Executive Director) Department Economic Development Sponsor(s) Mayor Steven Meiner Co-sponsor(s) Commissioner Laura Dominguez Commissioner Alex Fernandez Commissioner Joseph Magazine Commissioner Tanya K. Bhaft Commissioner David Suarez 928 of 3458 Condensed Title Approve MOU, Lincoln Road BID. (SM/LD/AF/JM/TB/DS) ED Previous Action (For City Clerk Use Only) 929 of 3458 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC. This Memorandum of Understanding ("MOU") is hereby entered into as of this day Of , 2025, by and between the City of Miami Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida, With principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and the Lincoln Road Business Improvement District, Inc., a Florida not -for -profit corporation with principal offices at 1620 Drexel Avenue, Suite 100, Miami Beach, Florida 33139 it" "LRBID") (collectively, the City and the LRBID may hereinafter be referred to as the "Parties'). RECITALS WHEREAS, on July 24, 2024, the Mayor and City Commission of the City of Miami Beach adopted Resolution No. 2024-33178, renewing, pursuant to Chapter 170, the Florida Statutes, and subject further to the approval of a majority of the affected property owners, a special assessment district to be known as the Lincoln Road Business Improvement District (the "District"), for an additional term of ten (10) years, to stabilize and improve the Lincoln Road retail business district, which is located within a nationally recognized historic district, through promotion, management, marketing, and other similar services; WHEREAS, the District is bounded on the west by Alton Road, on the east by Washington Avenue, on the north by 1 r Street, and on the south by Lincoln Lane South, provided, however, that the following propertles are excluded and exempted from the District: (i) residential properties, (ii) properties owned or occupied by a religious institution and used as a place of worship or education (as defined in Section 170.201(2), Florida Statutes), and (iii) common areas owned by condominium associations; WHEREAS, on September 11, 2024, the Mayor and City Commission adopted Resolution No. 2024-33230, which called for a special mail ballot election (the "Election") to be held from November 12, 2024, to December 16, 2024, to determine whether a majority (50% plus one) of the affected property owners approved the renewal of the District; WHEREAS, the affected property owners overwhelmingly approved the creation of the District; WHEREAS, the results of the Election are as follows: sixty-five (65) ballots were cast in favor of the renewal of the District, zero (0) ballots were cast in opposition to the renewal of the District, one (1) ballot was rejected as improperly cast, and five (5) ballots were not returned. A copy of the Official Election Certification of the Canvassing Board is attached hereto as Exhibit A; WHEREAS, on February 3, 2025, the Mayor and City Commission approved Resolution No. 2025-33456, adopting the Official Election Certification of the Canvassing Board for the Election and setting a required public hearing for April 23, 2025, pursuant to Chapter 170, Florida Statutes; , 932 of 3458 WHEREAS, the public hearing originally scheduled to be held on April 23, 2025 did not occur, and on May 21, 2025, pursuant to Resolution No. 2025-33652, and in accordance with Chapter 170, Florida Statutes, the Mayor and City Commission reset the public hearing for June 25, 2025, or as soon thereafter as the matter could be heard; WHEREAS, pursuant to Section 170.07 and 170.08, Florida Statutes, the Mayor and City Commission held a duly noticed public hearing on June 25, 2025, for the owners of the property to be assessed or any other interested persons to appear before the Mayor and City Commission and be heard as to the propriety and advisability of providing such services (and funding them with special assessments on property), as to the cost thereof, as to the manner of payment therefor, and as to the amount thereof to be assessed against such property so improved; WHEREAS, following the duly noticed hearing on June 25, 2025, the Mayor and City Commission voted to levy the special assessments; WHEREAS, thereafter, pursuant to Section 1170.08, Florida Statutes, the Mayor and City Commission met as an equalizing board to hoer and consider any and all complaints as to the special assessments and to adjust and equaNze the assessments on a basis of justice and right, following which the Mayor and City Commission approved Resolution No. 2025-33785, approving the final assessment roll; WHEREAS, the LRBID was organized by filing Articles of Incorporation (the "Articles") with the Secretary of State of the State of Florida on October 30, 2015 (Document No. N15000010632); WHEREAS, the LRBID is organized and operated as a business league under Section 501(c)(6) of the Internal Revenue Code; WHEREAS, upon initial formation of the District in 2015, the City and the LRBID entered into a Memorandum of Understanding dated November 2, 2015, to set forth, among other things, the obligations of the LRBID to administer the District and comply with applicable laws, as well as the rights and obligations of the City to collect the special assessments, conduct an annual review of the LRBID's budget and activities, and audit the LRBID; and WHEREAS, the City and the LRBID desire to enter into this MOU to set forth the obligations of the Parties with respect to the administration of the District during the renewal term. NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: 1. Recitals. The Recitals are true and correct and are hereby incorporated into and made a part of this MOU. 2. Purpose. This MOU is intended to authorize the LRBID to carry out the purpose of the District, which is to stabilize and improve the Lincoln Road retail business district, which is located within a nationally recognized historic district, through promotion, management, marketing, and other similar services, by (i) representing and advocating for the property owners and business owners located within the boundaries of the District; (ii) promoting and encouraging the continued development of a diverse, vibrant and pedestrian -friendly Lincoln Road mixed -use neighborhood, thereby providing a dynamic setting for businesses, the visiting public, arts and entertainment, as well as area residents; (III) serving as a cultural and civic hub for the community and fostering a spirit of cooperation 933 of 3458 and maintenance of high standards of quality among its members; (iv) bringing transformative projects into the District; and (v) supporting business impact initiatives. A certified copy of the filed Articles of Incorporation and the Bylaws adopted by the Board of Directors of the LRBID (the "Board") are attached hereto and incorporated herein as Composite Exhibit B. 3. Scope of Services. In consideration of the revenue generated by the District from special assessments, the LRBID shall, at a minimum, plan, propose, and implement programs and services for the purpose of stabilizing and improving the District through promotion, management, marketing, and other similar services such as those described in the Budget, Budget Narrative, and Summary of Services, attached hereto and incorporated herein as Composite Exhibit C. Each year, the proposed budget shall be adjusted to reflect the annual three percent (3%) assessment increase authorized pursuant to Resolution No.2024-33178. The LRBID shall allocate no less than fifty percent (50%) of its Annual Budget for District Services and Programs (including, but not limited to, programming and sponsorships), Marketing, Advertising, and Public Relations. Additionally, any proposed Annual Budget that includes a decrease in the allocation to Services and Programs by an amount equal to or greater than twenty-five percent (25%) compared to the allocation in the current fiscal year shall be submitted to the City Manager, or designee, no less than thirty (30) days prior to the meeting at which the Board is scheduled to consider and approve the proposed budget. In addition, the LRBID shall provide the following: a. District Website. LRBID shall maintain an official District website with regularly updated content. All content must remain publicly accessible for a minimum of five (5) years from the date of initial publication and shall include, at a minimum: I. Board roster (names, business affiliations, and email addresses); ii. Approved minutes from all LRBID meetings; iii. The current LRBID Bylaws; iv. All annual reports, budgets, and financial statements submitted to the City during the Term of the MOU; v. A calendar of events; and vi. Contact information for the President and Executive Director. b. Community Outreach. The LRBID shall continue its promotional and advertising efforts, which may include the distribution of a periodic electronic newsletter or similar correspondence. This communication shall be sent at least once annually to all property owners within the District (each, a "Member") and their tenants. Content may include: i. A directory of BID leadership with contact information; ii. Updates on promotional strategies; , iii. News and updates on District projects, programs, and events; and iv. Business revitalization activities, such as new or renewed leases. 934 of 3458 4. Term and Expiration Date. This MOU and the Parties' obligations hereunder shall commence on October 1, 2025 ("Effective Date") and shall continue for a term of ten (10) years, terminating on the earlier of: (i) the expiration or dissolution of the District, (ii) the dissolution of the LRBID, (iii) the exercise of any of the provisions in Section 16 of this MOU, or (iv) upon mutual written agreement of the Parties. 5. City's Authorized Representative. The City Manager shall, after consultation with the Executive Committee of the LRBID (the "Executive Committee"), appoint an individual to serve as the City's authorized representative and liaison to the LRBID (the "City's Authorized Representative"). For the avoidance of doubt, the City Manager shall have the sole and final authority to select the City's Authorized Representative. The City's Authorized Representative shall be entitled to attend all meetings of the Board and Executive Committee, participate in discussions, and provide input on all matters under consideration by the LRBID. The LRBID shall provide the City's Authorized Representative with timely notice of all meetings, agendas and materials, and shall consider the input of the City's Authorized Representative in its deliberations and decision -making processes. 6. Collection of Special Assessments. The City shall coordinate the billing and collection of the special assessments levied to fund the District, in accordance with the following procedures, subject to the intended transition of such services to the Miami -Dade County Office of the Tax Collector ('fax Collector"), as permitted by applicable law: a. Invoicing and Payment. Unless otherwise agreed in writing by the Parties, and until such time as the billing and collection responsibilities in this section are transferred to the Tax Collector, the City shall, on or before September 1 of each year ("Invoice Date"), issue invoices by U.S. mail to each affected property owner for payment of the annual assessment levied to fund the District. The assessment shall be payable annually, in one installment due by October 1 of each year. Payments shall be made to the Finance Director of the City, or the Finance Director's designee. b. Remittance to LRBID. The City shall, on a monthly basis, electronically remit the assessments collected to the LRBID less the City Administrative Fee and the Reimbursable Expenses. Each remittance shall be accompanied by a report including the total funds collected during the subject period, a list of properties for which payments were received, and a list of any delinquent accounts including amounts outstanding. The report shall also include separate line items indicating the amount of the City Administrative Fee and any Reimbursable Expenses retained by the City. c. Liens and Enforcement. Installments not paid when due shall become due and payable in accordance with statutory provisions and shall constitute liens, coequal with the liens of state, county, district, and municipal taxes, and superior to all other liens, titles, and claims, until fully paid. Such liens shall bear interest at the rates specified in Section 170.09, Florida Statutes, and be enforced as prescribed by law. The City shall deliver to the LRBID an annual delinquency report identifying all unpaid assessments and accrued interest by November 30. d. Transition to Miami -Dade County Tax Collector. Notwithstanding subsections (a) through (c), the LRBID may request that the City transfer authority to invoice and collect special assessments to the Tax Collector by notifying the City in writing by April 1 of the fiscal year preceding the fiscal year for which collection 935 of 3458 by the Tax Collector is to begin. Upon receipt of such notice, the City shall coordinate in good faith with the LRBID and the Tax Collector to facilitate the transition, including: i. Execution of any required intedocal agreement(s) among the City, the Miami -bade County Tax Collector, and the Miami -Dade County Property Appraiser; ii. Submission of all required parcel data and assessment roll information; iii. Coordination of timelines and procedures with County officials to ensure accurate and timely inclusion of the District's special assessments on Truth in Millage ("TRIM") notices and annual property tax bills; and iv. Any necessary adjustments to the City's administrative responsibilities with regard to the District to reflect the Tax Collector's assumption of assessment collection. This includes, without limitation, changes to the payment schedule and reimbursement structure. The Parties acknowledge that the Tax Collector may charge an administrative collection fee (the "County Administrative Fee") not to exceed two percent (2%) of the total amount collected and remitted, consistent with Section 192.091(2)(b)2, Florida Statutes, as may be amended from time to time. The LRBID shall be solely responsible for all County Administrative Fees, and the City shall have no obligation or liability in connection with such fees. e. Reporting Obligations Post -Transition. Following the effective date of the transition to the collection of assessments by Miami -Dade County, the LRBID shall ensure that any reporting obligations previously fulled by the City are met through alternative means acceptable to the City and consistent with state and local requirements. The City shall have no responsibility for preparing or submitting any such reports or otherwise fulfilling any such reporting obligations. f. Interim Procedures and Contingency. If, due to delays (administrative, legal, or otherwise), the transition to collection by Miami -Dade County cannot be implemented by the intended fiscal year, the City shall continue to perform its collection and remittance functions for the affected period under this MOU. The City and LRBID shall coordinate any necessary adjustments to ensure continuity of service and financial operations. g. Biannual Assessment Survey and Report. Commencing in the second fiscal year of the Tenn of this MOU, and every two years thereafter, by August 1, the LRBID shall submit to the City a report (the "Biannual Assessment Survey and Report") that includes: i. A comprehensive inventory of all affected parcels; and ii. An analysis of current property uses and recommendations for assessment adjustments to reflect changes in use or improvements, in accordance with the approved final assessment roll. Reimbursement of City's Expenses. In addition to the City Administrative Fee, the City may seek and LRBID shall reimburse the City for its actual costs and out-of-pocket expenses incurred in connection with the administration of the District ("Reimbursable Expenses"), which shall not exceed a maximum of $5,000.00 in any given fiscal year. These include, without limitation: 936 of 3458 a. Bank transfer fees b. Administrative, or technology costs incurred in connection with implementation, amendment, or administration of intedocal agreements related to the transition of collection duties to the Tax Collector; c. Costs of remitting assessments to the LRBID of coordinating with the Tax Collector; d. Expenses incurred in enforcing unpaid assessments (e.g. lien recording fees, court costs, and filing fees), including periods during which the City retains any enforcement responsibility; and e. Other costs directly attributable to the City's role in facilitating, overseeing, or supporting the District's operations. In the event that any individual Reimbursable Expense will cost the City $1.000.00 or more, the City will provide the LRBID with reasonable advance notice prior to incurring the expense. The City may deduct Reimbursable Expenses from its monthly remittances to the LRBID or invoice the LRBID directly. Any invoice or deduction shall include an itemized statement for each charge, specifying the date incurred, vendor or payee (if applicable), description of service, and amount. Following the effective date of any transition to collection by the Tax Collector, the City may continue to incur eligible Reimbursable Expenses for services and oversight responsibilities retained under this MOU, including those related to annual reporting, coordination with the Tax Collector, data compilation, and support services not assumed by the Tax Collector. The Parties acknowledge that any such reimbursement is distinct from, and in addition to, the City Administrative Fee. City Administrative Fee. The service of administering the District, including assessment coordination, District governance oversight, support for legal and procedural compliance, and services provided to establish the District and provide support to the LRBID on an ongoing basis, is an essential component of the District's ongoing implementation and success. Accordingly, the following provisions shall apply: a. Fee Amount and Aoolicability. Commencing in Fiscal Year 2 of the Term of this MOU, the City shall assess an annual administrative fee ("City Administrative Fee") equal to one percent (1.0%) of the total special assessments collected by the City for the preceding fiscal year, regardless of collection method. b. Invoicing and Payment. The City shall retain the City Administrative Fee from each remittance of special assessments to the LRBID. c. No Duplication of County Fees. Nothing in this section shall be construed as a duplication by the City of any collection -related administrative fee imposed by Miami -Dade County. The City Administrative Fee described herein is imposed for the provision of additional costs and services not assumed by Miami -Dade County, including, but not limited to, interagency coordination, data compilation, District oversight, and reporting compliance. d. Waiver of City Administrative Fee. In the event that the responsibility to invoice and collect special assessments is transferred to the Miami -Dade County Tax Collector, whether at the request of the LRBID or on the City's own initiative, the City Administrative Fee shall be waived for each fiscal year during which 937 of 3458 special assessments are invoiced and collected by the Tax Collector. The City shall provide the LRBID with written notice at least forty-five (45) days prior to any vote by the City Commission to request or approve such transfer. Nothing herein shall be construed as a waiver of the City's right to seek reimbursement from the LRBID for its expenses as provided in Section 7. 9. Budgetary Authority. The LRBID shall not have the power to expend funds in excess of those provided for in the LRBID's adopted budget for the current fiscal year, except that the LRBID may enter into contractual commitments scheduled to begin or continue in years following the then -current fiscal year. Any such commitment shall be binding upon the LRBID and shall be included in the budget of the LRBID in any and all fiscal years in which any payments required to be made thereunder shall become due and payable. Except as provided in Section 3, nothing in this MOU shall be construed as a limitation on the LRBID's authority to reallocate funds within its overall adopted budget. 10. Annual Reportino to the City Manager. On or before August 1 of each year, the LRBID shalI submit the following documents to the City Manager and designee(s). Each document must be approved by a resolution of the Board and posted on the District website within ten (10) business days of submission: a. Annual Budget. An annual budget (the "Annual Budget) that accurately itemizes all estimated revenues and expenses for the upcoming fiscal year (beginning October 1). The City's review shall be limited to the legality of the proposed expenditures. Each Annual Budget shall include: i. Budgeted amounts by tine -item; ii. A narrative of proposed District activities; iii. Estimated costs by category for an planned activities; iv. Any projected surplus or deficit in assessments to be carded over; and v. Anticipated non -assessment revenues and corresponding expenses. The LRBID shall certify, via a resolution of the Board, that the Annual Budget complies with applicable law. b. Annual Report. An annual report (the "Annual Report") detailing LRBID's activities during the preceding fiscal year and documenting the extent to which the prior year's budgeted programming was achieved. The Annual Repart shall include a narrative summary of accomplishments and challenges. The LRBID shall certify, via a resolution of the Board, that the Annual Report is accurate. c. Leasing and Occupancy Reporting. A leasing and occupancy report (the "Occupancy Report") that provides current storefront occupancy data. The Occupancy Report shall be submitted on or before August 1 of each year, and thereafter on at least a quarterly basis. The LRBID shall also provide an updated Occupancy Report upon request by the City Manager or designee(s) at any time. The Occupancy Report shall include: 938 of 3458 i. The total number of storefronts; H. The status of each storefront (vacant, occupied, or under lease); and iii. The identity of tenants for occupied or leased storefronts. d. Reportina Upon Request. Upon reasonable written request, the LRBID shall provide or, as applicable, shall assist the City in gathering, performance data to support the City's economic development objectives. Such data may include: i. Net gain or loss in the number of businesses; ii. Updated contact information for District members, representatives, tenants, staff and vendors. e. Timely Submission: Material Obligation. Timely and complete submission of the Annual Budget, Annual Report, and Leasing and Occupancy Reporting constitutes a material obligation under the MOU. Failure to comply shall be deemed a material default. 11. Competence and Training. Members of the Board, who oversee and expend special assessment revenues levied by the City of Miami Beach, shall maintain a level of competence comparable to other South Florida non-profit business improvement districts and stay reasonably current on federal and stale laws governing nonprofit corporations and special assessment districts under Florida law. Such competence shall include, without limitation, attending training within sixty (60) days of election or appointment to the Board, that shall include, but not be limited to, training that addresses: Florida's Govemment-in-the-Sunshine Law, set forth in Chapter 286, Florida Statutes; and the Public Records Act, set forth in Chapter 119, Florida Statutes. Training sessions provided by the Florida Commission on Ethics, Miami -Dade County Commission on Ethics and Public Trust, the City of Miami Beach, or any other public entity on any of the foregoing subjects, whether live or recorded, will satisfy the training requirement for the topics covered in each such training session, respectively. 12. Uniform Special District Accountability Act. The Parties acknowledge and agree that the District is an independent special district as defined in the Uniform Special District Accountability Act, which is set forth in Chapter 189, Florida Statutes. As such, the LRBID shall full and comply with all applicable requirements of Chapter 189, Florida Statutes, as may be amended from time to time. The LRBID's compliance with Chapter 189 is a material term of this MOU. 13. Sunshine Law. All meetings of the Board, Executive Committee, or general membership of the LRBID shall be publicly noticed and open to the public, and meeting minutes shall be taken, pursuant to Chapter 286, Florida Statutes, as may be amended from time to time. 14. Florida Public Records Law A. LRBID shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. B. The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. 939 of 3458 C. Pursuant to Section 119.0701 of the Florida Statutes, if the LRBID meets the definition of "Contractor" as defined in Section 119.0701(1)(a), the LRBID shall: I. Keep and maintain public records required by the City to perform the service; ii. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; iii. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract tens and following completion of the Agreement if the LRBID does not transfer the records to the City; iv. Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the Agreement, the LRBID shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the LRBID keeps and maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. D. REQUEST FOR RECORDS; NONCOMPLIANCE L A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Consultant of the request, and the LRBID must provide the records to the City or allow the records to be inspected or copied within a reasonable time. ii. LRBID's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) urdlalerally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies at law or in equity. iii. A LRBID who fails to provide the public records to the City within a reasonable time may be subjectto penalties under s. 119.10. E. CIVIL ACTION I. If a civil action is filed against LRBID to compel production of public records, the court shall assess and award against the LRBID the reasonable costs of enforcement, including reasonable attomeys' fees, if: ii. The court determines that the LRBID unlawfully refused to comply with the 940 of 3458 public records request within a reasonable time; and iii. At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the LRBID has not complied with the request, to the City and to the LRBID. iv. A notice complies with subparagraph (i)(b) if it is sent to the City's custodian of public records and to the LRBID at the LRBID's address listed on its contract with the City or to the LRBID's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. v. If LRBID complies with a public reoords request within 8 business days after the notice is sent, it is not liable for Um reasonable costs of enforcement. F. IF THE LRBID HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LRBID'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO(cDMIAM IBEACH FL. GOV PHONE: 305-673-7411 15. Ethics and Conflict of Interest. The LRBID herein agrees to adhere to and be governed by all applicable laws as it relates to ethics and conflicts of interest including, without limitation, Chapter 112, Florida Statutes, as may be amended from time to time, Section 2-11.1 of the Code of Miami -Dade County (the County's Conflict of Interest and Code of Ethics Ordinance), as may be amended from time to time, and Chapter 2, Article VII of the City Code, as may be amended from time to time (collectively, the "Conflict Statutes"), all of which are incorporated by reference as if fully set forth herein. The LRBID covenants that, in connection with its performance of this MOU, it presently has no interest and shall not acquire any interest, directly or indirectly, which could constitute a conflict of interest, as described under the Conflict Statutes. The LRBID further covenants that in the performance of this MOU, the LRBID shall not employ any person having any such conflict of interest. 16. Termination for Cause. If the LRBID shall fail to fulfill in a timely manner, or otherwise violates any of the covenants, agreements, or stipulations material to this MOU, the City, through its City Manager, shall thereupon have the right to terminate this MOU for cause. Prior to exercising its option to terminate for cause, the City shall notify the LRBID of its violation df the particular term(s) of this MOU, and shall grant LRBID thirty (30) days to cure such default; provided, however, that if the default cannot be reasonably cured within such time period, and the LRBID commences to cure the breach within such time period and in good faith continues to cure 10 941 of 3458 the breach, the LRBID shall not be in breach of this Agreement. Notwithstanding the foregoing, in no event shall such time period for cure be extended beyond ninety (90) days. If such default remains uncured after the time period set forth above, the City may terminate this MOU without further notice to LRBID. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this MOU. In the event that the City terminates this MOU for cause, and once the LRBID's outstanding financial obligations have been satisfied, all remaining unexpended special assessment revenue shall be remitted to the City and returned by the City to the owners of property within the District on a pro rate basis, based on each property owner's proportionate share of the total annual special assessments due to the District. Notwithstanding the above, the LRBID shall not be relieved of liability to the City for damages sustained by the City by any breach of the MOU by the LRBID. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the LRBID. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. 17. Dissolution of the District. Should a majority of the affected property owners wish to dissolve the District following termination of this Agreement under Section 16 or otherwise, the affected property owners may, at their discretion, submit a written request to the City to dissolve the District and suspend any and all future special assessments in connection with the District. Upon receipt of such a request, the City Administration agrees to present the matter to the Mayor and City Commission for consideration at the next regularly scheduled City Commission meeting; provided, however, the decision to dissolve the District and suspend future special assessments shall rest solely with the City Commission and shall be made in its sole legislative discretion. No such dissolution shall take effect unless and until all outstanding financial and legal obligations of the LRBID and/or the District have been fully satisfied or otherwise addressed to the satisfaction of the City. 18. Indemnification, The LRBID agrees to indemnity and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic, or bodily injury, wrongful death, or loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the LRBID, its officers, employees, agents, contractors, or any other person or entity acting under the LRBID's control or supervision, in connection with, related to, or as a result of the LRBID's performance of the services pursuant to this MOU. To that extent, the LRBID shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The provisions of this Section and of this indemnification shall survive termination or expiration of this MOU. 19. Choice of Law. Venue, and Waiver of Jury Trial. This MOU shall be construed in accordance with the laws of the State of Florida. This MOU shall be enforceable in Miami -Dade County, Florida, and 9 legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of this MOU shall lie in Miami -Dade County, Florida. By entering into this MOU, the LRBID and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this MOU. 11 942 of 3458 20. Dispute Resolution. The LRBID may dispute any portion of the City Administrative Fee calculation or statement of Reimbursable Expenses by submitting written notice and supporting documentation to the City's Finance Director within thirty (30) days of receipt of such invoice or statement of Reimbursable Expenses. The Parties shall meet promptly in good faith to resolve any such disputes. If the LRBID fails to pay any undisputed amount within thirty (30) days of the due date, the City may offset the outstanding balance against future special assessment remittances. 21. Limitation of Liability. The City desires to enter into this MOU only if in so doing the City can placea limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this MOU. The LRBID hereby expresses its willingness to enter into this MOU with the understanding that the City's liability shall be strictly limited as follows: The City shall be liable only for its failure to remit special assessments lawfully owed to the LRBID and actually collected by the City pursuant to this MOU. The total amount recoverable by the LRBID shall not exceed the amount of special assessments collected by the City and not remitted to the LRBID, excluding the City Administrative Fee and Reimbursable Expenses. The LRBID expressly waives any right to recover interest, consequential damages, or any other amounts beyond the assessments collected and not subsequently remitted to the LRBID. Accordingly, and notwithstanding any other term or condition of this MOU, the LRBID agrees that the City shall not be liable to the LRBID for any damages or claims for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this MOU, except as expressly provided herein. Nothing contained in this section or elsewhere in this MOU is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. 22. Audit and Inspections. Upon reasonable verbal or written notice to the LRBID, and at any time during normal business hours (i.e. 9:00 am — 5:00 pm, Monday through Friday, excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to all matters covered by this MOU. The LRBID shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this MOU. In addition to the provisions in this Section, the LRBID shall also comply with the audit and reporting requirements set forth in Chapter 189, Florida Statutes. 23. Inspector General. a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections, and investigations on all City contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit performed by or on behalf of the City. b. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present, and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects 12 943 of 3458 and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect, and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the LRBID, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. c. Upon ten (10) days written notice to the LRBID, the LRBID shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the LRBID, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. it. The Inspector General shall have the right to inspect and copy all documents and records in the LRBID's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subcontractors and suppliers, all project -related correspondence; memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back -change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records and supporting documentation for the aforesaid documents and records. e. The LRBID shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this MOU, for examination, audit, or reproduction, until three (3) years after final payment under this MOU or for any longer period required by statute or by other clauses of this MOU. In addition: i. If this MOU is completely or partially terminated, the LRBID shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and ii. The LRBID shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this MOU until such appeals, litigation, or claims are finally resolved; and iii. The provisions in this section shall apply to the LRBID, its officers, agents, employees, subcontractors, and suppliers. The LRBID shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the LRBID in connection with the performance of this MOU. 13 944 of 3458 I. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the LRBID or third parties. 24. Independent Contractor/No Joint Venture, This MOU shall not constitute or make the Parties a partnership or joint venture. For the purposes of this MOU, the LRBID shall be deemed to be an independent contractor, and not a partner, agent, agency, department, or ad hoc committee of the City. No agent or employee of LRBID shall attain any rights or benefits under the Civil Service or Pension Ordinance of the City, or any right generally afforded classed or unclassified employees, including annual leave and sick day accrual. Further, no agent or employee of LRBID shall be deemed entitled to Florida Workefs Compensation Benefits as an employee of the City or accumulation of sick or annual leave. 25. Notices. All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the LRBID and the City listed below, or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Unless changed by notice in writing, all such notices and communications shall be addressed as follows: To LRBID: President and Executive Director Lincoln Road Business Improvement District, Inc. 1620 Lincoln Road, Suite 100 Miami Beach, Florida 33139 To the City: City Manager City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Lincoln Road Property Manager Facilities and Fleet Management Department Cky of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction is specifically provided for by the parry entitled to notice. Notice shall be deemed given on the day on which personally served, or the day of receipt by either U.S. certified mail or overnight delivery. 26. Chances and Additions. This MOU cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 14 945 of 3458 27. Severability. If any term or provision of this MOU is held invalid or unenforceable, the remainder of this MOU shall not be affected and every other term and provision of this MOU shall be valid and be enforced to the fullest extent permitted by law. 28. Entirety of Agreement. The City and LRBID agree that this MOU consiitwes the entire agreement between the parties. This MOU supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this MOU that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this MOU. 29. No Discrimination. The LRBID also accepts and agrees to comply with the following Special Conditions: A. LRBID hereby agrees that it will comply with Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352) (Title VII), as amended, as it appears in volume 42 of the United States Code, beginning at Section 2000e, prohibiting employment discrimination based on race, color, religion, sex and national origin. B. The LRBID hereby agrees that it will comply with City of Miami Beach Human Rights Ordinance as codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment (including independent contractors), housing and public accommodations, public services and in connection with its membership or policies on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation. C. The City endorses, and LRBID shall comply with, the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available to persons without disabilities. D. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability and requires that Grant recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. 30. E-Ver' : LRBID shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ('E-Venty Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, LRBID shall register with and use the E-Verify system to verity the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, LRBID shall expressly require that any approved sub -contractor performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract Term. If LRBID enters into a contract with an approved subcontractor, the subcontractor must provide the LRBID with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. LRBID shall maintain a copy of such affidavit for the duration of the subcontract or such other extended period as may be required under this Agreement. 15 946 of 3458 31. Prohibition on Contracting with a Business Enaaoina in a Bovoott. LRBID warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a) of the City Code, LRBID hereby certifies that LRBID is not currently engaged in, and for the duration of the Agreement, will not engage in a boycott of Israel. 32. Compensation to a Candidate for City Elected Office: LRBID warrants and represents that, within two (2) years prior to the Effective Date, LRBID has not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: A. Any individual or entity that provides goods to a candidate for office. B. Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors. C. Any individual or entity which performs licensed professional services (including for example, legal or accounting services). 33. Prohibition Against Contracting with Foreign Countries of Concern when an Individual's Personal Identifying Information May Be Accessed. LRBID hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended from time to time, which states that as of January 1, 2024, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to an individual's personal identifying information (Pit), unless the entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) the entity is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in the entity; or (c) the entity is organized under the laws of or has its principal place of business in a foreign country of concern (each a "Prohibited Entity"). A foreign country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended from time to time. as the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern. Additionally, beginning July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity. LRBID warrants and represents that it does not fall within the definition of a Prohibited Entity, and as such, has caused an authorized representative of LRBID to execute the "Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit", incorporated herein by reference and attached hereto as Exhibit E. [Signature Page to Follow] 16 947 of 3458 IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the day first above written. FOR CITY: ATTEST: Rafael E. Granada, City Clerk FOR LRBID: ATTEST: Signature Print Name Signature Print Name 0 CITY OF MIAMI BEACH, FLORIDA 0 Eric T. Carpenter, City Manager Date LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC. Lyle Stern, President 17 948 of 3458 EXHIBIT A OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD (to be attached) 18 949 of 3458 COMPOSITE EXHIBIT B ARTICLES OF INCORPORATION AND BYLAWS (to be attached) 950 of 3458 COMPOSITE EXHIBIT C ANNUAL BUDGET. BUDGET NARRATIVE AND SUMMARY OF SERVICES (to be attached) 951 of 3458 EXHIBIT D ANTI -HUMAN TRAFFICKING AFFIDAVIT In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of LRBID hereby attests under penalty of perjury that LRBID does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of LRBID. LRBID: Lincoln Road Business Improvement District, Inc., a Florida for priYRpprporation. Name/Title: ^^ \\ (Address) State of County of The foregoing instrument was acknowledged before me by means of O physical presence or ❑ online notarization, this day of 1 2025 by , as , of Lincoln Road Business Improvement District, Inc., a Florida not -for -profit corporation, known to me to be the person described herein, or who produced as identification, and who did/did not take an oath NOTARY PUBLIC: (Signature) (Print Name) My commission expires: 952 of 3458 EXHIBIT E PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN AFFIDAVIT In accordance with Section 287.138, Florida Statutes, incorporated herein by reference. the undersigned, on behalf of LRBID, hereby attests under penalty of perjury that LRBID does not meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) LRBID is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling interest in LRBID; or (c) LRBID is organized under the laws of or has its principal place of business in a foreign country of concern. I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of LRBID LRBID: L Name/Title: (Address) State of County of The foregoing instrument was acknowledged before me by means of O physical presence or ❑ online notarization, this day of 1 2025 by as of Lincoln Road Business Improvement District, Inc., a Florida not -for -profit corporation, known to me to be the person desa bed herein, or who produced as identification, and who didldid not take an oath NOTARY PUBLIC: (Signature) (Print Name) My commission expires: 953 of 3458