Resolution 2023-32794RESOLUTION NO: 2023-32794
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 41ST ST. BUSINESS IMPROVEMENT
DISTRICT, INC., TO ADMINISTER THE SPECIAL ASSESSMENT
DISTRICT KNOWN AS THE 41ST STREET BUSINESS IMPROVEMENT
DISTRICT, WHICH WAS CREATED BY THE CITY PURSUANT TO
RESOLUTION NOS. 2023-32544 AND 2023-32715 IN ORDER TO
STABILIZE AND IMPROVE THE 41ST STREET RETAIL BUSINESS
DISTRICT, THROUGH PROMOTION, MANAGEMENT, MARKETING,
AND OTHER SIMILAR SERVICES.
WHEREAS, on March 27, 2023, the Mayor and City Commission adopted
Resolution No. 2023-32544, which created, 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 41St Street Business Improvement District (the
"District"), for a term of ten (10) years, to stabilize and improve the 41St Street retail
business district through promotion, management, marketing, and other similar services;
and
WHEREAS, on April 28, 2023, the Mayor and City Commission adopted
Resolution No. 2023-32566, which called for a special mail ballot election (the "Election")
to be held from June 5, 2023 to June 27, 2023, to determine whether a majority of the
affected property owners approved the creation of the District; and
WHEREAS, according to the Official Election Certificate of the Canvassing Board
for the Election, adopted by Mayor and City Commission pursuant to Resolution No.
2023-32630 on June 28, 2023, the affected property owners approved the creation of the
District, as follows: thirty-four (34) ballots were cast in favor of the creation of the District,
nine (9) ballots were cast in opposition to the creation of the District, one (1) ballot was
rejected as improperly cast, and eighteen (18) ballots were not returned; and
WHEREAS, in accordance with Sections 170.07 and 170.08, Florida Statutes, the
Mayor and City Commission held a duly noticed public hearing on July 26, 2023, 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
making such improvements and providing such services (to be funded 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 the opportunity for testimony, the Mayor and City
Commission voted to levy the special assessments; and
WHEREAS, thereafter, pursuant to Section 170.08, Florida Statutes, the Mayor
and City Commission met 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 for the District pursuant to Resolution No. 2023-32715, adopted
on July 26, 2023; and
WHEREAS, a Florida not -for -profit corporation, known as the 41st ST. Business
Improvement District, Inc. (the "BID"), has been incorporated to administer the District;
and
WHEREAS, the City desires to enter into a Memorandum of Understanding with
the BID (the "MOU"), to set forth, among other things, the obligations of the BID to
administer the District, as well as the rights and obligations of the City, which include,
among other provisions, to collect the special assessments, receive an administrative fee
and the reimbursement of costs and expenses incurred while administering the collection
process, audit the BID, and conduct an annual review of the BID's budget and activities;
and
WHEREAS, the City also desires to enter into the MOU to ensure the BID's
compliance 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 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 41st ST. Business Improvement District., Inc., to administer the special
assessment district known as the 41st Street Business Improvement District, which was
created by the City pursuant to Resolution Nos. 2023-32544 and 2023-32715 in order to
stabilize and improve the 41st Street retail business district, through promotion,
management, marketing, and other similar services.
PASSED and ADOPTED THIS day of AQer 2023.AppROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
ATTEST:
OCT 2 0 2023
CO P OWED6CT
RAFAEL E. GRANADO:~CI7` -`CLERK
_ ' u=?0
City Attorney ��/ _ Date
DAN GELBER, MAYOR
Resolutions - C7 A
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: October 18, 2023
SUBJECT: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 41ST STREET BUSINESS IMPROVEMENT
DISTRICT, INC. TO ADMINISTER THE SPECIAL ASSESSMENT DISTRICT
KNOWN AS THE 41ST STREET BUSINESS IMPROVEMENT DISTRICT,
WHICH WAS CREATED BY THE CITY PURSUANT TO RESOLUTION NOS.
2023-32544 AND 2023-32715 IN ORDER TO STABILIZE AND IMPROVE
THE 41ST STREET RETAIL BUSINESS DISTRICT, THROUGH
PROMOTION, MANAGEMENT, MARKETING, AND OTHER SIMILAR
SERVICES.
RECOMMENDATION
Adopt the Resolution, which is sponsored by Commissioner Steven Meiner.
Chapter 170, Florida Statutes, authorizes any municipality, subject to the approval of a majority
of the affected property owners, to levy and collect special assessments against property
benefitted for the purpose of stabilizing and improving retail business districts, wholesale
business districts, or nationally recognized historic districts, or any combination of such districts,
through promotion, management, marketing, and other similar services.
On February 25, 2021, the Mayor's 41 st Street Blue Ribbon Committee passed a motion
requesting the City to conduct an educational and informational public webinar to inform the 41 st
Street community about the benefits of creating a business improvement district (BID). On
March 23, 2021, the City Administration, in collaboration with the Office of the City Attorney,
conducted the town hall webinar.
On October 26, 2022, the Mayor and City Commission adopted Resolution No. 2022-32348
which, in pertinent part, authorized the Offices of the City Manager and City Attorney to work with
a Steering Committee of 41 st Street commercial property owners, for the purpose of
establishing a special assessment district, pursuant to Chapter 170, Florida Statutes, to stabilize
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and improve the 41 st Street retail business district, through promotion, management, marketing,
and other similar services.
On March 27, 2023, the Mayor and City Commission adopted Resolution No. 2023-32544,
which created, 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 41 st
Street Business Improvement District (the "District'), for a term of ten (10) years, through
promotion, management, marketing, and other similar services.
On April 28, 2023, the Mayor and City Commission adopted Resolution No. 2023-32566, which
called for a special mail ballot election (the "Election"), to be held from June 5, 2023 to June 27,
2023, to determine whether a majority (50% plus one) of the affected property owners approve
the creation of the District. Pursuant to Resolution No. 2023-32566, the Mayor and City
Commission designated Rafael E. Granado, City Clerk; Faroat Andasheva, Senior Assistant
City Attomey; and Rogelio A. Madan, Development & Resiliency Officer, Planning Department,
to serve as the members of the Canvassing Board for the Election.
As authorized by City Commission Resolution No. 2023-32566, the City entered into a
memorandum of understanding, pertaining solely to conducting the Election, with Middle Beach
Partnership, Inc., a Florida not -for -profit corporation affiliated with the Steering Committee (the
"Election MOU"). Pursuant to its terms, the Election MOU expired upon the City's certification of
the results to the Election.
On May 17, 2023, the Mayor and City Commission adopted Resolution No. 2023-32601,
setting, subject to the approval of a majority of the affected property owners in the Election, and
pursuant to Chapter 170, Florida Statutes, a public hearing on July 26, 2023, at 5:03 p.m., for
the owners of the affected property to be assessed, or any other interested persons, to be
heard by the City Commission as to the propriety and advisability of making such improvements
and providing such services (and funding the aforementioned with special assessments on
property), as to the cost thereof, as to the manner of payment therefor, and as to the amount to
be assessed against each affected property.
The affected property owners approved the creation of the District, as follows: thirty-four (34)
ballots were cast in favor of the creation of the District, nine (9) ballots were cast in opposition to
the creation of the District, one (1) ballot was rejected as improperly cast, and eighteen (18)
ballots were not retumed. Following the Election, on June 28, 2023, the Mayor and City
Commission adopted Resolution No. 2023-32630 adopting the Official Election Certificate of
the Canvassing Board.
Following the opportunity for testimony, the Mayor and City Commission voted to levy the
special assessments. Thereafter, pursuant to Section 170.08, Florida Statutes, the Mayor and
City Commission met 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 for the
District pursuant to Resolution No. 2023-32715, adopted on July 26, 2023.
Page 186 of 2240
•I�•I Leil •
On July 6, 2023, representatives of the Steering Committee filed articles of incorporation with
the Florida Secretary of State to create a nonprofit entity named the 41st Street Business
Improvement District, Inc. (the "BID"). The BID is composed of member properties and an
elected board of directors (including opportunity for a City appointee on the board of directors).
The BID provides structure and leadership for managing District affairs, and acting as liaison to
the City, and provides a unified voice when advocating on behalf of the 41 st Street commercial
corridor.
The Administration and the Office of the City Attorney have negotiated a comprehensive
Memorandum of Understanding with the BI D (the WOU"), attached in draft form as an Exhibit to
the Resolution accompanying this Commission Memorandum, to set forth, among other things,
the obligations of the B I D to administer the District, as well as the relative rights and obligations
of the B I D and the City. These include, but are not limited to the following:
• Compensate the City a 1 % administrative fee, as well as reimburse actual costs and
expenses, for the City's collection of the special assessments.
• Conduct biannual assessment survey and reporting of District properties, in correlation
with biannual 5% escalation in assessment rates, to promote fairness, accuracy, and
transparency.
• Provide to the City an annual budget and annual report on B I D activities.
• Provide to the City quarterly reports on commercial performance metrics within the
District.
• Comply 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.
• Provide training to the Board of Directors on Chapter 170, Florida Statutes; the Uniform
Special District Accountability Act; and the Florida Sunshine Law.
• Administer collection of the special assessments on an annual basis.
• Conduct an annual review of the BI D's annual budget and activities and quarterly review of
commercial performance metrics within the District.
• Audit the BID, as the City Manager may, in her/his reasonable discretion and judgment,
deem necessary.
• Appoint, at the City Manager's discretion, an Authorized Representative as a non -voting,
ex ofl9cio member of the Board of Directors.
SUPPORTING SURVEY DATA
As currently proposed in the BID's Year 1 Budget, 'branding and marketing' will receive the
largest funding allocation among categories of BID services. According to the 2022 City of
Miami Beach Community Survey, when asked what type of support would help advance their
business, the highest number of responsesflecting some 27.5% of businesses participating
in the survey —selected 'support with business marketing, branding, and social media'.
Page 187 of 2240
1 LIZ L44LI 111111Z.1161:41./ Unel
The MOU provides for personnel from the City Administration to administer the collection and
processing of annual assessments, track the BI D's progress, and monitor compliance with the
MOU. In recognition of the recurring administrative support by the City Administration that is
necessary to ensure the B I D's long-term success, the City and B I D have negotiated an annual
administrative fee in an amount equal to one percent (1.0%) of the assessments remitted to the
41 st Street B I D by the City in the previous fiscal year. Actual costs and out-of-pocket expenses
incurred by the City in connection with administration of the assessment collection will be
reimbursed to the City by the BI D. Such costs may include, but are not limited to, bank transfer
fees, postage, mailing supplies for invoices and any other notices required by law, and
expenses incurred by the City in the course of remitting the assessments to the BID and
collecting unpaid assessments, including, without limitation, the cost of recording liens, court
costs, and filing fees.
l:«Z•I,>;•��•�
As affirmed by Commission Resolution No. 2023-32630, the owners of affected property voted in the
Election wherein a majority voted in support of levying the annual assessments to fund services
including promotion, management and marketing, that will benefit themselves and the District. These
property owners have voted to organize as a body, represented by the BID, in their relationship with
the City. For the duration of the term, the assessment district will serve as a funding mechanism for
growth and improvement.
The Administration recommends that the Mayor and City Commission proceed with this final
step in the BID formation process, by adopting the Resolution to approve the MOU that
memorializes the respective obligations and responsibilities of the City and BID throughout the
10-year duration of the District.
Applicable Area
Middle Beach
• 717 ; •i
Code Section
Yes I
iR
Strategic Connection
Prosperity - Revitalize targeted areas and increase investment.
Legislative Tracking
Economic Development
Sponsor
Commissioner Steven Meiner
ATTACHMENTS:
Description
o Attachment - Draft MOU
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Resolution
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MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND
THE 41 ST ST. BUSINESS IMPROVEMENT DISTRICT, INC.
This Memorandum of Understanding ("MOU") is heKeby entered into as of the day
of , 2023, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal
corporation organized and existing under Florida law, with principal offices at 1700 Convention
Center Drive, Miami Beach, Florida 33139 (the "City"), and the 415' ST. BUSINESS
IMPROVEMENT DISTRICT, INC., a Florida not -for -profit corporation with principal offices
at 975 Arthur Godfrey Road, Suite 600, Miami Beach, Florida 33140 (the "41" Street BID" or
"BID") (collectively, the City and the 41' Street BID may hereinafter be referred to as the
"Parties").
RECITALS
WHEREAS, on March 27, 2023, the Mayor and City Commission adopted Resolution No.
2023-32544, which created, 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 4 fs`
Street Business Improvement District (the "District"), for a term of ten (10) years, to stabilize and
improve that certain area of the City, through promotion, management, marketing, and other
similar services; and which provides for the levy and collection of special assessments, which shall
increase by five (5%) percent every two (2) years; and
WHEREAS, the District shall consist of those commercial properties abutting 415t Street/
Arthur Godfrey Road, and which are generally bounded on the west by Alton Road, and on the
east by Indian Creek Canal; provided, however, that the following types of properties shall be
excluded and exempted from the District: (1) residential properties; (2) any property owned by a
City, County, State, or Federal governmental entity or school district; and (3) any property 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
WHEREAS, on April 28, 2023, the Mayor and City Commission adopted Resolution No.
2023-32566, which called for a special mail ballot election to be held from June 5, 2023 to June
27, 2023, to determine whether a majority of the affected property owners approved the creation
of the District (the "Election"); and
WHEREAS, on May 17, 2023, pursuant to Chapter 170, Florida Statutes, the Mayor and
City Commission adopted Resolution No. 2023-32601, setting a public hearing for July 26, 2023,
subject to approval of creation of the District by a majority of the affected property owners in the
Election, for owners of the property to be assessed, or any other interested persons, to appear before
the City Commission and be heard as to the propriety and advisability of making such
improvements and 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
Page 190 of 2240
WHEREAS, pursuant to the Election, a majority of the affected property owners' approved
the creation of the District, as follows: thirty-four (34) ballots were cast in favor of creation of the
District, nine (9) ballots were cast in opposition, one (1) ballot was rejected, as improperly cast,
and eighteen (18) ballots were not returned; and
WHEREAS, on June 28, 2023, the Mayor and City Commission approved Resolution No.
2023-32630, adopting the Official Election Certificate of the Canvassing Board for the Election
(Exhibit "A"); and
WHEREAS, following the duly noticed public hearing on July 26, 2023, the Mayor and
City Commission voted to levy the special assessments upon the affected property owners; and
WHEREAS, immediately thereafter, pursuant to Section 170.08, Florida Statutes, the,
Mayor and City Commission met, 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 Resolution No.
2023-32715, approving the final assessment roll for the District; and
WHEREAS, the 41" Street BID shall apply for a tax exemption under the pertinent
section(s) of the Internal Revenue Code; and
WHEREAS, the City and the 41" Street BID desire to enter into this MOU to set forth the
obligations of the Parties with respect to the administration of the District.
NOW, THEREFORE,, in consideration of the foregoing, the Parties agree as follows:
Recitals. The foregoing Recitals are true and correct and are hereby incorporated into and
made a part of this MOU.
2. Purpose. The purpose of the 41' Street BID is to foster the growth and vitality of the 41 S`
Street retail corridor, a vital thoroughfare that connects people and businesses in Miami
Beach, through promotion, management, marketing, and other similar services, as
specifically authorized under Section 170.01, Florida Statutes.
3. Mission. In furtherance of its purpose, the 41 s` Street BID will encourage a spirit of
cooperation and the maintenance of high standards among its property owners and tenants
and will work toward increasing commercial and community activity within the District.
The 41 ` Street BID will pursue these goals by:
a. supporting the growth and vitality of the 41 s` Street corridor, including economic
development and advocacy initiatives (including, but not limited to making
advisory recommendations regarding private development projects, master
planning exercises, and/or public improvement projects, including projects
funded through the City's General Obligation Bond Program);
b. transforming 41' Street into a thriving commercial hub that attracts a diverse
mix of businesses and amenities which serves the needs of visitors and the
surrounding community; and
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c. prioritizing business needs and creating a synergy among property owners and
tenants that caters to everyone; and
d. advancing the 41 S` Street BID's vision for the future, which combines merchants
and uses, to ensure a vibrant and pedestrian -friendly 41" Street, and enhances
the area's commercial, cultural, and social fabric.
4. Corporate Documents. The Articles of Incorporation filed with the State of Florida, and a
draft of the proposed Bylaws that will be presented for adoption by the inaugural Board of
Directors of the 41" Street BID (the "Board of Directors"), are attached hereto and
incorporated herein as Composite Exhibit `B". The Articles of Incorporation, and Bylaws
that are adopted and/or amended by the 41" Street BID, shall be the same as, or
substantially the same as, those attached in Composite Exhibit "B".
The 41 S` Street BID shall provide the City with advanced notice in writing of any proposed
change to the Articles of Incorporation or Bylaws, as well as the date, time, and location
of the noticed meeting at which the Board of Directors shall consider such proposed
change. The City shall be afforded an opportunity to provide written comments and/or
address the Board of Directors regarding any such change.
5. Term and Expiration Date. This MOU and the Parties' obligations hereunder shall
commence upon the full execution of this MOU ("Execution Date") and shall terminate on
the earlier of the expiration of the District, the dissolution of the 41S` Street BID, the
exercise of any of the provisions in Section 18 of this MOU, or upon mutual written
agreement of the Parties.
6. Scope of Services. In consideration of the revenue generated by the District from collection
of special assessments, the 41S` Street BID shall provide, at a minimum, the services set
forth in the Budget, Budget Narrative, and Summary of Services, attached hereto and
incorporated herein as Composite Exhibit "C." In addition to the Services described in
Composite Exhibit C, the BID shall provide the following:
a. District Website. Commencing in Budget Year 1, the BID shall maintain an
official District website which shall include, at a minimum: a BID Board of
Directors roster (including names, business affiliations, and email addresses); all
BID meeting agendas and approved minutes; a current copy of the BID Bylaws;
all annual reporting and financial statements provided to the City; a calendar of
events; and contact information for the President and Executive Director. All
information required to be posted on the official District website shall be
maintained on the website for a minimum of five (5) years.
b. Newsletter. Commencing in Budget Year 1 (i.e. commencing on the Execution
Date and extending through September 30, 2024), the BID shall distribute a
newsletter (in electronic or print media format) to every Member and tenant of
a Member, at least every three months, that includes, but is not limited to, a
directory of the current Board of Directors, staff, contact information,
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promotional strategy efforts, and information related to City affairs, public
projects, programs and events, and business revitalization activities.
c. Business Community Impact. The Annual Budget shall reflect the evolving
needs of the District. It shall contain dedicated funding for business impact
efforts to attract new businesses and promote, assist and improve existing
businesses; elements may include, but are not limited to, advocacy, supplemental
services to promote security/safety and sanitation/maintenance of public spaces,
and implementing programs to ensure the District remains prosperous and
provides for the well-being of stakeholders.
City's Authorized Representative. As provided for in the Bylaws, the City's Authorized
Representative shall serve as a non -voting, ex-gficio member of the Board of Directors.
The City Manager shall have the sole and final authority to select the City appointee.
8. Collection of Assessments. The City shall be responsible for the collection of special
assessments levied to fund the District, in accordance with the following procedure:
a. Invoicing. The City shall invoice each affected property owner for payment of
the assessments levied to fund the District on or before January I" of each year
("Invoice Date").
b. Payment. The assessment shall be payable in one (1) annual installment on or
before February 1" of each year. Payments shall be made payable to the Finance
Director of the City, or designee, 1700 Convention Center Drive, aid Floor,
Miami Beach, FL, 33139.
c. Remittance by City. The City shall, on a monthly basis, electronically remit the
assessments collected to the 41" Street BID.
d. Liens. Assessments not paid when due shall become due and payable in
accordance with statutory provisions and shall remain liens, coequal with the
lien of all state, county, district, and municipal taxes, superior in dignity to all
other liens, titles, and claims until paid, and shall bear interest, at such rates as
specified in Section 170.09, Florida Statutes.
e. Authority to Collect. Notwithstanding the provisions of this Section, the 41"
Street BID may elect to transfer the responsibility to collect the assessments from
the City to the Miami -Dade County Property Appraiser, provided that the 41'
Street BID must first notify the City in writing of such election on or before April
1 of the preceding fiscal year.
Biannual Assessment Survey & Report. The Parties agree and acknowledge that
Resolution 2023-32544 provides for a 5% increase, every two years, to the
amount of the District's annual assessments (the "Biannual Increase"). Twelve
(12) months prior to the Invoice Date for each Biannual Increase, the BID shall
provide the City with a report detailing the current status of all affected
properties, identifying any vacant properties, and stating whether any change to
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the use of a property requires the City to revise the property's annual assessment
amount as set forth in the final assessment roll approved. by City Commission
Resolution No. 2023-32715. In preparation of this report, the BID shall conduct
a comprehensive survey of then -existing businesses and vacant storefronts.
9. City Administrative Fee. The service of billing property owners for the BID assessment
and the processing of those funds is'a key role in the implementation and continuation of
the 41" Street BID. The City shall charge, and the 41" Street BID shall pay to the City, no
later than January 3 1 " of each year, an annual administrative fee for the City's
administration of the District and its assessment collection process (the "City
Administrative Fee"). This City Administrative Fee shall be in an amount equal to one
percent (1.0%) of the assessments remitted to the 41' Street BID by the City in the previous
fiscal year.
10. Reimbursement of City's Expenses. Notwithstanding the City Administrative Fee, the 41 S'
Street BID shall reimburse the City for actual costs and out -of -pocked expenses incurred
("Reimbursable Expenses"). Examples of Reimbursable Expenses include, but are not
limited to, bank transfer fees, postage, mailing supplies for invoices and any other notices
required by law, and expenses incurred by the City in the course of remitting the
assessments to the BID and collecting unpaid assessments, including, without limitation,
the cost of recording liens, court costs, and filing fees. The City shall deduct any such
Reimbursable Expenses from the City's remittances to the 41' Street BID, and
concurrently deliver an invoice detailing the Reimbursable Expenses deducted from the
remittance.
11. Budget t Preparation. The 41' Street BID shall not have the power to expend assessment
funds in excess of that which is provided for in the Budget for the current fiscal year, except
the 41" Street BID may enter into contractual commitments scheduled in years following
the then current fiscal year. Any such commitment shall be binding upon the 41" Street
BID and shall be included in the budget of the 41 S` Street BID in any and all fiscal years in
which any payments required to be made thereunder shall become due and payable.
Furthermore, any proposed budget which includes an increase in an amount equal to or
greater than twenty (20%) percent of the budget for the then -current fiscal year must be
provided to the City's Authorized Representative and the City Manager, or designee, no
less than thirty (30) days prior to a meeting at which the BID's Board of Directors shall
consider the proposed budget. Notwithstanding the foregoing, for proposed budgets
prepared every two years, when the special assessments levied upon affected properties
within the District increase by five (5%) percent, if the proposed budget increases in an
amount equal to or greater than twenty-five (25%) percent of the budget for the current
fiscal year, the proposed budget must be provided to the City's Authorized Representative
and the City Manager, or designee, at least thirty (30) days before consideration by the BID
Board of Directors.
12. Reporting to Mayor, City Commission and City Manager. On an annual basis, the 41'
Street BID shall prepare and submit to the Mayor, City Commission and City Manager, the
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following documents. Timely submission of these reports is a material obligation of the
BID pursuant to this MOU.
a. Annual Budget. An annual budget accurately itemizing all estimated revenue
and expenses for the succeeding fiscal year beginning October 1'. The City
Commission's review of the 41 sc Street BID's budget shall be limited solely to a
determination of the legality of the expenditures. Each draft and final Annual
Budget shall include: (a) budgeted amounts; (b) narrative describing the
proposed activities conducted within the District during the fiscal year; (c) the
estimated costs, by category, of performing all activities planned for the fiscal
year; (d) any estimated amount of surplus or deficit in assessments to be carried
over from the then current fiscal year,into the immediately following fiscal year;
and (e) any anticipated other revenue and/or expenses to be received by the BID
in the immediately following fiscal year that will be expended on activities. The
Annual Budget is due to the City on August 1't of each year.
b. Annual Report. An annual report detailing BID activities during the preceding
fiscal year, including detailed information documenting the accomplishment of
the programming and activities outlined in the preceding year's Annual Budget.
The Annual Report shall report the following data (the "Performance Metrics"):
(i) gain or loss (including net gain or loss) in number of businesses; (ii) ground
floor vacancy inventory and rate; (iii) average rental rate per square foot; (iv
current contact information for District Member ownership, representatives,
tenants and staff. The Annual Report is due to the City on August I" of each
year.
c. Quarterly Report. A quarterly report detailing the Performance Metrics, as
described in Section 12 (b) will be due to the City on or before the last day of
each quarter of the fiscal year.
13. Competence and Training. As members of the Board of the Corporation, which will
expend and oversee the use of special assessments levied by the City of Miami Beach, the
Board of Directors shall be required to maintain a level of competence and remain
reasonably up to date on Federal and State laws and regulations applicable to nonprofit
corporations and special assessment districts organized under Florida law. Such level of
competence shall be similar to other similar not -for -profit business improvement districts
in South Florida. This shall include, without limitation, attending orientations (upon
election to the Board) and regular training seminars. Such training shall include, but not be
limited to, Chapter 189, Florida Statutes, known as the Uniform Special District
Accountability Act; Florida's Government -in -the -Sunshine Law, set forth in Chapter 286,
Florida Statutes; the Public Records Act, set forth in Chapter 119, Florida Statutes; and any
other state requirement governing accountability and oversight of special taxing or special
assessment districts.
14. Uniform Special District Accountability Act. The Parties acknowledge and agree that the
41" Street BID 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 41'
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Street BID shall fulfill and comply with all applicable requirements of Chapter 189, Florida
Statutes, as may be amended from time -to time. The 41" Street BID's compliance with
Chapter 189 is a material term of this MOU.
15. Sunshine Law. All meetings of the Board of Directors, Executive Committee, or general
membership of the 41S' Street BID shall be publicly noticed and open to the public, and
minutes shall be taken, pursuant to Chapter 286, Florida Statutes, as may be amended from
time to time.
16. Public Records Law. The 4111 Street BID shall be subject to Florida Public Records Law
including, without limitation, Chapter 119, Florida Statutes, as may be amended from time
to time.
17. Conflict of Interest. The 41" Street BID herein agrees to adhere to and be governed by all
applicable laws as it relates to conflicts of interest including, without limitation, Section 2-
1 l .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 by Chapter 2, Article VI of
the City Code, as may be amended from time to time (collectively, the "Conflict Statutes"),
both of which are incorporated by reference as if fully set forth herein. The 41 s' Street BID
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 41" Street BID further covenants
that in the performance of this MOU, the BID shall not employ any person having any such
conflict of interest.
18. Termination for Cause. If the 41s' Street BID 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 in
writing the 41 ' Street BID of its violation of the particular term(s) of this MOU, and shall
grant 41' Street BID thirty (30) days to cure such default, provided however that if the
default cannot be reasonably cured within such time period, the 41' Street BID shall not
be in breach of this MOU if the 41' Street BID commences to cure the breach within such
time period and in good faith continues to cure the breach, but 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 41" Street BID. 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 411
Street BID's outstanding financial obligations have been satisfied, all remaining
unexpended special assessments shall be returned to the owners of property within the
District on a pro rasa basis, based on each property owner's proportionate share of the total
annual special assessments due to the District.
Notwithstanding the above, the 41' Street BID shall not be relieved of liability to the City
for damages sustained by the City by any breach of the MOU by the 41 s' Street BID. The
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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 rights and
remedies against the 41" Street BID. The City shall be entitled to recover all costs of such
actions, including reasonable attorneys' fees.
19. Indemnification. The 415t Street BID agrees to indemnify and hold harmless the City, 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 41s1 Street BID, its
officers, employees, agents, contractors, or any other person or entity acting under the 4Is'
Street BID's control or supervision, in connection with, related to, or as a result of the 41"
Street BID's performance of the services pursuant to this MOU. To that extent, the 415t
Street BID 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. The 41" Street BID's obligation to indemnify the
City, as set forth in this paragraph, shall be limited to the 41 st Street BID only, and shall
not extend to its individual officers or directors.
20. 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 if 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 41" Street BID 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.
21. Limitation of Liability. The City desires to enter into this MOU only if in so doing, the
City can place a 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, such that its liability for any such breach
shall never exceed $200,000. The 41" Street BID expressly acknowledges its willingness
to enter into this MOU with a limitation on recovery from the City for any damages and/or
action for breach of contract in an amount not to exceed $200,000.
Accordingly, and notwithstanding any other term or condition of this MOU, the 4111 Street
BID hereby agrees that the City shall not be liable to the BID for damages in an amount in
excess of $200,000, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this MOU.
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 written notice to the 41" Street BID, and at any
time during normal business hours (i.e., 9:00 am — 5:00 pm, Monday through Friday,
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excluding nationally recognized holidays), and as often as the City Manager may, in his/her
reasonable discretion and judgment, deem necessary, the 41" Street BID shall make
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 411` Street BID shall
maintain any and all such records at its place of business at the address set forth in section
24 (Notices) herein. In addition to the provisions in this section, the 41 S` Street BID 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 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 BID, 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 BID, the BID 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 BID, its officers, agents and employees, lobbyists,
City staff and elected officials to ensure compliance with the contract documents
and to detect fraud and corruption.
d. The Inspector General shall have the right to inspect and copy all documents and
records in the BID's possession, custody or control which in the Inspector
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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 BID 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 BID shall
make available records relating to the work terminated until three
(3) years after any resulting final termination settlement; and
ii. The BID 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.
iii. The provisions in this section shall apply to the BID, its officers,
agents, employees, subcontractors, and suppliers. The BID shall
incorporate the provisions in this section in all subcontracts and all
other agreements executed by the BID in connection with the
performance of this MOU.
f. 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
BID 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 41" Street BID
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 41 ' Street BID shall
attain any rights or benefits under the Civil Service or Pension Ordinance of the City, or
any right generally afforded classified or unclassified employees, including annual leave
and sick day accrual. Further, no agent or employee of the 41' Street BID shall be deemed
entitled to Florida Worker's 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 415' Street BID and the City listed
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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 the BID: President
4 1 " ST. Business Improvement District, Inc.
975 Arthur Godfrey Road, Suite 600
Miami Beach, Florida 33140
With a copy to: Executive Director
41 S` ST. Business Improvement District, Inc.
975 Arthur Godfrey Road, Suite 600
Miami Beach, Florida 33140
To the City: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to Economic Development Department Director
City 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 party 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. Changes 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.
'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 deemed valid and enforceable to the fullest extent permitted by law.
28. Entirety of Agreement. The City and 41S` Street BID agree that this MOU constitutes the
entire agreement between the Parties. This MOU supersedes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the matters
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Page 200 of 2240
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.
[Signature Pages to Follow]
12
Page 201 of 2240
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the
day first above written.
ATTEST:
Rafael Granado
City Clerk
Date
CITY OF MIAMI BEACH, FLORIDA
Alina T. Hudak
City Manager
Date
13
Page 202 of 2240
ATTEST:
Signature
Print Name
Signature
Print Name
41s' ST. BUSINESS IMPROVEMENT
DISTRICT, INC., a Florida Not for Profit
Corporation
Ira Giller
President
Date
14
Page 203 of 2240
EXHIBIT A
MIAMI BEACH
SPECIAL MAIL BALLOT ELECTION HELD IN THE CITY OF MIAMI BEACH
FROM JUNE 5, 2023 TO JUNE 27, 2023,
TO DETERMINE WHETHER A MAJORITY OF THE AFFECTED PROPERTY OWNERS
APPROVE THE CREATION OF A SPECIAL ASSESSMENT DISTRICT
TO BE KNOWN AS THE 41ST STREET BUSINESS IMPROVEMENT DISTRICT
"OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD"
STATE OF FLORIDA
COUNTY OF MIAMI•DADE
We, the undersigned, Rafael E. Granado, City Clerk; Faroat Andasheva, Senior Assistant City
Attorney; and Rogelio A. Madan, Development & Resiliency Officer, Planning Department,
constituting the Canvassing Board for the Special Mail Ballot Election to approve the creation of
the 41 sr Street Business Improvement District, do hereby certify that we met on the 27th day of
June 2023, and proceeded to publicly count the votes cast.
We do hereby certify the results as follows:
Shall 41st Street Business Improvement District be created for a term of 10 years, with
estimated annual budget of $195,246, to stabilize and improve properties abutting West
41st Street/Arthur Godfrey Road, between Alton Road on the west and Indian Creek Canal
on the east, through promotion, management, marketing, and other similar services, which
District shall be funded by special assessments against benefited properties, with
assessments increasing by 5% every two (2) years?
34 YES VOTES
9 NO VOTES
18 UNRETURNED BALLOTS
1 REJECTED BALLOTS'
Duplicates of the same ballot have been counted as one rejected ballot.
A ASSING BOARD
7�
Rafael E. Granado
City Clerk
Faroat Andasheva
distant City Attorney
Rogelio A. Madan
Development & Resiliency Officer
Planning Department
Page 204 of 2240
EXHIBIT B
ARTICLES OF INCORPORATION
OF THE
41ST ST. BUSINESS IMPROVEMENT DISTRICT, INC.
(A Florida Not for Profit Corporation)
The undersigned, a natural person over the age of 18, hereby files these Articles of
Incorporation of41st St. Business Improvement District, Inc. (hereafter referred to as the
"Corporation"), in compliance with Chapter 617, Florida Statutes, the Florida Not For Profit
Corporation Act (the "Act").
ARTICLE 1 — NAME
The name of the corporation shall be 41st ST. BUSINESS IMPROVEMENT DISTRICT,
INC.
ARTICLE 2 — PLACE OF BUSINESS
The principal place of business of the corporation shall be 975 41 st St. Suite #600,
Miami Beach, FL 33140 or such other place as the Board of Directors may designate
from time to time.
ARTICLE 3 — PURPOSES
The general purpose of the Corporation is to foster economic development and
community revitalization in the geographic area designated as the 41st St. Business
Improvement District (BID). The Corporation shall provide funding for services that will
support the growth and vitality of the 41 st Street Corridor, including economic
development, advocacy initiatives, and monitoring of the General Obligation Bond
improvements and master planning for the district. The Corporation shall be controlled
by the property owners abutting 41st St. (also known as Arthur Godfrey Rd.) as
designated in the 41st St. Business Improvement District Assessment Roll by the City of
Miami Beach provided, however, that the following properties are exempted'and
excluded from the District (1) residential properties, (2) 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), (3) public property, and (3) common areas owned by
condominium associations. The District is a special assessment district created by the
Mayor and City Commission of the City of Miami Beach, pursuant to Chapter 170,
Page 205 of 2240
Florida Statutes, and approved by majority vote of the affected property owners in the
special mail ballot election held pursuant from June 5, 2023 through June 27,2023.
ARTICLE 4 — TAX EXEMPT STATUS
4.1 The Corporation is a not -for -profit corporation organized to provide a broad
source of support for businesses in the District. It is the express purpose of these
Articles of Incorporation to limit the authority, powers and purposes of the Corporation
and to require the Corporation to conform to the limitations set forth in the Code with
reference to organizations which are exempt front tax under section 501(c)(6) of the
Code, and nothing herein shall be construed to grant to the Corporation any powers or
purposes not contemplated and authorized under the Code. No substantial part of the
assets or the net earnings of the Corporation shall inure to the benefit of, nor be
distributed to, any officer, director or member of the Corporation, or to any other private
person, in such a fashion as to constitute an application of funds not within the purpose
of exempt organizations described in the Code. However, reimbursement for
expenditures or the payment of reasonable compensation for services rendered to the
Corporation shall not be deemed to be a distribution of earnings or assets.
4.2 In the event of the complete or partial liquidation or dissolution of the
Corporation, whether voluntary or involuntary, the balance of all money and other
property received by the Corporation from any source, after the payment of all debts
and obligations of the Corporation, shall be distributed to the City of Miami Beach,
Florida. The Corporation will distribute its income for each tax year at a time and in a
manner as not to become subject to the tax on undistributed income imposed by
Section 4942 of the Code; the Corporation will not engage in any act of self -dealing as
defined in Section 4941(d) of the. Code; the Corporation will not retain any excess
business holdings as defined in Section 4943(e) of the Code; the Corporation will not
make any investments in a manner as to subject it to tax under Section 4944 of the
Code; and the Corporation will not make any taxable expenditures as defined i n section
4945 of the Code.
ARTICLE 5 — MEMBERSHIP AND CORPORATE EXISTENCE
The Corporation shall have members the qualification for which shall be set forth in the By Laws
of the Corporation. The Corporation shall have perpetual existence.
ARTICLE 6 - BY-LAWS
The initial By -Laws of the Corporation shall be adopted by the first elected Board of Directors of
the Corporation. Thereafter, the power to amend, alter or repeal any part or all of the By -Laws of
the Corporation shall be vested in the Board of Directors of the Corporation unless otherwise
provided in the By -Laws of the Corporation.
2
Page 206 of 2240
ARTICLE 7- DIRECTORS
The qualifications, manner of election, duties, terms and other matters relating to the Board of
Directors of the Corporation shall be provided in the By -Laws of the Corporation as amended
from time to time in accordance therewith. The first Board of Directors shall be elected by the
Incorporator.
ARTICLE 8 - INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each person who acts as director or officer of the Corporation shall be indemnified as and to the
extent provided in the By -Laws of the Corporation.
ARTICLE 9 — REGISTERED AGENT AND REGISTERED OFFICE
The Registered Agent for the Corporation shall be Amy Mehu and the registered office
shall be located at 975 41st St. Suite #600, Miami Beach, FL 33140; or such other
person or other place that the Board of Directors shall from time to time direct, within the
appropriate notice to the Secretary of State in accordance with law.
ARTICLE 10 - INITIAL INCORPORATOR
The Initial Incorporator of the Corporation who is executing these Articles of Incorporation is Ira
Giller, whose address is 975 Arthur Godfrey Rd. #600, Miami Beach, Florida 33140.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand and seal
hereon, this 6tn day of July, 2023.
F%4/1dq6/U0M
Ira Giller, Incorporator
3
Page 207 of 2240
As adopted by the Board of Directors of the Corporation on 2023 and Amended and Restated as of
, 2023
DRAFT (September 19, 2023)
BY-LAWS
of
41ST ST. BUSINESS IMPROVEMENT DISTRICT, INC.,
a Florida Not -for -Profit Corporation
Section 1. Definitions PuEposes and Powers.
1. l Name. The name of this Corporation shall be 415t ST. BUSINES M ROVEMENT
DISTRICT, INC. or "415t ST. BID". It is a not -for -profit corporatio ed and existing
under the laws of the State of Florida.
1.2 Definitions. The quoted terms set forth below will have &Mlowing meanings unless
otherwise required by the context in which they may be u
1.2.1 "Act" means the Florida Not for Profit C oration Act, Chapter 617, Florida
Statutes.
1.2.2 "Authorized Owner ReDreseWfte means, at any time, a natural person who
at such time has been designated in writing to a oration by a Member as the person who is
authorized to represent such Member in all '11 either relating to or affecting the Corporation,
including but not limited to voting; provi such person is an executive officer, shareholder,
partner or manager with direct operation nsibility for the business of the Member conducted
on such property.
1.2.3 "Authori Tenant Representative" means, at any time, a natural person who
at such time has been design Writing to the Corporation by a ground floor tenant of a Member
in the District as the perso o authorized to represent Such tenant in all matters either relating to
or affecting the Co 0 rovided such person is an executive officer, shareholder, partner or
manager with d' t op ational responsibility for the business of such tenant conducted in the
District.
4 "Articles of Incorporation" means the Articles of Incorporation of the
with the Department of State of Florida and any amendments thereto.
1.2.5 "Board" or "Board of Directors" means the Board of Directors of the
elected as provided in these By -Laws.
1.2.6 "Citv" means the City of Miami Beach, a municipal corporation organized
under Florida law.
1.2.7 "City's Authorized Representative" means an individual who shall be
appointed by the City Manager, in his or her sole discretion and authority, after consultation with the
Executive Committee and the Board of Directors. The City's Authorized Representative shall be a
116
Page 208 of 2240
non -voting, ex-ofcio member of both the Board of Directors and Executive Committee of the
Corporation.
1.2.8 "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provision of any future United States Internal Revenue Law.
1.2.9 "Corporation" means 41 st ST. BUSINESS IMPROVEMENT DISTRICT,
INC, a Florida not -for -profit corporation.
1.2.10 "Director means an individual who is a member of the Boar bed in
Section 4. , r
1.2.11 "District" has the meaning specified in the Articles of ation.
1.2.12 "Entire Board" means, at any time, the total mb f then authorized
Directors, assuming no vacancies.
1.2.13 "Executive Director" means an indiv' 1 mp oyed by the Corporation upon
the approval of the Board as described in Section 7.6.
1.2.14 Executive Committee" means mittee of the Board constituted as
provided in Section'5.1. ��
accordan,
7.5.1.
case may
percent of the applicable total number.
entity who/which qualifies as a Member in
ie positions described in Section 7.
►f the Corporation or as set forth in Section
zed to vote on behalf of a Member, but in no
tors.
V1.2.21 "Tenant" means any person or entity entitled to occupy property in the District
A
lease or rental agreement.
The above definitions shall be equally applicable to the singular and plural forms thereof. References
in these By -Laws to "Section" means a section of these By -Laws unless otherwise indicated.
1.3 Statement of Purpose. The Corporation is organized and to be operated as a business
league within the meaning of Section 501(c)(6) of the Code. The purposes of the Corporation
shall be to foster the growth and vitality of the 41 st Street retail corridor, a vital thoroughfare that
Draft: By -Laws of 41st SL Business Improvement District
2
Page 209 of 2240
connects people and businesses in Miami Beach, through promotion, management, marketing,
and other similar services, as specifically authorized under Section 170.01, Florida Statutes. The
Corporation will pursue these goals by (i) supporting the growth and vitality of the 41st Street
Corridor, including economic development and advocacy initiatives (for example, by making
advisory recommendations regarding private development projects, master planning exercises,
and/or public improvement projects, including projects funded through the City's General
Obligation Bond Program); (ii) transforming 41 st Street into a thriving commercial !chat
serves ,the needs of the surrounding community and visitors by creating a syne 75ong
Members and Tenants that attracts a diverse mix of businesses and amenities; (i i) ri itizing
business needs, thereby creating a dynamic setting that caters to everyone, ncmg the
commercial, cultural, and social fabric of the area; and (iv) working towards ST BID's
vision for the future, one ,that combines various merchants and uses to e r a vibrant and
pedestrian -friendly 41 st Street environment. In furtherance of this pu e, a Corporation will
encourage a spirit of cooperation and maintenance of high standar a g its Members and
Tenants and will work toward increasing commercial and commu3a jay vi within the District.
1.4 Powers of the Corporation. Except as limit b thWrticles of Incorporation and
these By -Laws, the Corporation shall have and exercise all is and powers in furtherance of its
purposes as are now or may hereafter be conferred on not-fo rofit corporations pursuant to the
Act and in accordance with other applicable law.
1.5 Limitations on,Activities. • Q
(a) No part of the net ea the Corporation shall inure to the benefit of, or
be distributable to any Member, Direct �ficer or any other private individual (except that
reasonable compensation may be paid o ices rendered to or for the Corporation in effectuating
one or more of its purposes), and er, Director or Officer, or any other private individual,
will be entitled to share in the Otri on of any of the corporate assets upon dissolution of the
Corporation.
•
(b) Not nding any other provision of the Articles of Incorporation or these
By -Laws, the Co rate sI1Ri11 not conduct or carry on any activities not permitted to be conducted
or carried on by gan ation exempt from taxation under Section 501(c)(6) of the Code.
Upon dissolution of the Corporation, the Board, after• paying or making
provisions payment of all of the liabilities of the Corporation out of the assets thereof, shall
distr t 11 sidual assets of the Corporation to the, affected Members, as defined in Section 3.1, on
a r is; provided, however, that any residual assets of the Corporation that are proceeds from
spec a sessments levied by the City of Miami Beach shall be returned and remitted to the City for
distrib tion, on a pro rata basis, to affected Members.
Draft: By -Laws of 41st A Business Improvement District
3
Page 210 of 2240
Section 2. Offices and Registered Agent.
The Corporation shall have and continuously maintain, in the State, a registered office and
registered agent (whose office will be identical with such registered office) and may have such other
offices within or outside the State as the Board may from time to time determine.
Section 3. Membership.
3.1 Qualification. Members shall consist of the owners of any parcel of n&Fpy*erty
located within the District, except for owners of (i) residential property; (ii) prop Wed by a
City, County, State, or Federal governmental entity or school district; and (iii a ies owned
or occupied by a religious institution and used as a place of worship or edul do as defined in
Section 170.201(2), Florida Statutes).
3.2 Voting Rights. Each voting Member shall have one vo or tax folio for each
property it owns in the District. In the case of a Member wh'c t a natural person, such
Member shall designate an Authorized Owner Representa ' 11 exercise such Member's
right to vote as a Member. Only owners of real prop cated within the District, who are
current in payment of their District assessments, shall be e ' ed to vote. Only an Authorized
Owner Representative or designated Proxy shall begoWnitted to vote by proxy on behalf of a
Member. Voting by proxy or by absentee ballot sh a rmissible for any election of Directors
or on any other matter to be voted upon b� M nO entitled to vote. However, Directors may
NOT vote by proxy or absentee ballot on Bo� ers.
3.3 Meetings of ;hE
The meeting of the Members shall be held at a time and
place to be determined ec ommittee within sixty (60) days of the end of each
fiscal year.(as defined in ary of the Corporation shall send notice ofthe time and
place of each annual merporation to each voting Member at least thirty (30) days
prior to the date set for t. In lieu of mailing such notice, the Executive Committee may
authorize electronic�naas provided in Section 8.10.1. At the annual meeting, the
Members shall: (i) he m the Board, the President and the Executive Director, (ii) elect
Directors for t n Vear, and (iii) transact such other business as may lawfully come before
the meeting. ddit n, special meetings of the Members, for any purpose, may be called at any
time upon writte tice mailed or emailed at least ten (10) days in advance of such meeting.
Such sped eehngs shall be called at the instance of a majority of the Executive Committee, a
majori Board or upon written request of twenty percent (20%) or more of the voting
lam rs. A quorum for the conduct of business at any meeting of the Members shall consist of
i of fifty percent (50%) plus one of the total number of voting Members. Any measure
icing a vote of the Members shall require approval by a majority of the Members present at
th meeting, except that the approval of a majority of the total number of voting Members shall
be required to approve the Corporation's annual budget.
3.4 Telephonic (or Virtual) Member Participation in a Meeting of the Members. One or
more Members (including Authorized Owner and/or Tenant Representatives) may participate in
a meeting of Members by means of a conference telephone or similar internet (virtual)
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communications equipment by means of which all persons participating in the meeting can
communicate with each other at the same time. Participation in a meeting pursuant to the
foregoing sentence shall constitute presence in person at such meeting. Notwithstanding the
foregoing, the provisions of this section shall not apply to meetings of the Board of Directors or
Executive Committee.
Section 4. Board of Directors.
4.1 General Powers. All of the business and affairs of the Corporation shall ILY,ffaged
by, and under the direction of, the Board in a manner consistent with the Act, the ws and
other applicable laws and regulations. The Board shall make appropriate delef authority
to the Officers. ( 1
4.2 Oualifications of Directors. Directors need not be residx1ttz-me
State or Members;
provided that each Director shall be at least eighteen (l 8) years off of election.
4.3 Number and Classification of Directors. The 'd consist of nine (9) voting
Directors and up to four (4) ex ofcio, non -voting Di e , including the City's Authorized
Representative. At least seven (7) Directors must be embers or Authorized Owner
Representatives, and up to two (2) Directors may round floor tenants of Members in the
District or Authorized Tenant Representatives. � o number of Directors, including those
who vote and those who do not vote, shall �e d fei d from time to time by a majority vote of
the Entire Board upon the recommendatio fNhwtxecutive Committee. No reduction in the
number of voting Directors shall shorten of any incumbent voting Director. The voting
Directors shall be classified with respe t:A r terms of office by dividing them into three classes
consisting, as nearly as possible, of 1 number of the voting Directors. Each voting Director
shall hold office until the Direct r essor shall have been elected and qualified or until the
Director's earlier resignatio r al from office or death. At each annual - election, the
successors to the class of D ect rs whose terms shall expire that year shall be elected to hold
office for a term of three rs, so that the term of office of one class of Directors shall expire
in each year. Each eVi i Director, except the City's Authorized Representative, shall serve
at the pleasure t oft but in no event longer than such person holds the position that result
in the pers eco ing an ex-ofcio Director. For example, if the City's Authorized
Representative's ployment with the City terminates for any reason whatsoever, then that
person shwrcease'being an ex ofcio Director.
Co " osition of Board of Directors. Each voting Director shall be a person who is either
a Member, (ii) an Authorized Owner Representative, (iii) a ground floor tenant of a
Member in the District or (iv) an Authorized Tenant Representative. The non -voting ex
of cio Directors shall be composed of.
(a) The City's Authorized Representative; and
(b) Up to three (3) other persons appointed by the Executive Committee.
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4.4 Election of Directors.
4.4.1 Nominating. There shall be a Nominating Committee (the "Nominating
Committee") consisting of three (3) members of the Executive Committee chosen by the President
and approved by the Executive Committee plus one (1) Director who is not a member of the Executive
Committee plus one (1) Member who is not a Director. The Nominating Committee shall nominate
individuals to serve on the Board. 1A_
4.4.2 Inspectors of Election. The President shall appoint three (3) indi swho
may be Members, Directors, Officers or Corporation staff personnel, chosen by t �Rrepersons
nt and
approved by the Executive Committee (collectively, ,the "Inspectors ofElection")
who serve on the Nominating Committee may also be Inspectors of Election; h we r, no nominee
for any office shall be eligible to serve as an inspector of election in conne any election in
which such nominee is a candidate for office.
4.4.3 Procedure. No later than forty-five (45) da o the annual meeting of
Members, the Nominating Committee shall meet and co n ations for the position of
Director. No person shall be nominated by the Nomina in ommittee unless the Nominating
Committee shall have first obtained that person's consent in write to run, if nominated and to serve
if elected.
(a) Nominations
delivered to the Secretary/Treasurer of the
annual meeting and signed by fifteen (15) M
of the person so nominated. The nommatiy�
for the annual meeting. 0
,
� ray be made by a petition of the Members
, not later than thirty (30) days prior to the
uch a petition shall bear the written acceptance
3 in such petition shall be included in the ballot
(b) No n twenty (20) days prior to the annual meeting, the
Secretary of the Corporation or t e I pectors of Election shall cause to be prepared for mailing to all
Members entitled to votq, b ing the number of Director positions to be filled at the election,
with the names of all cajidi The ballots shall also allow for a voting Member to write in
additional candida ctor on the ballot and to cast a vote for the additional candidate or
candidates so wr' in.
'(c) In addition to the ballots, the Secretary shall mail to each Member,
entitled to a blank envelope in which said Member's marked ballot shall be enclosed and (ii)
a re dr ed envelope that the Member shall sign and put said Member's name and return
a es s t each envelope can be checked to determine that the ballot has been returned by a
Me r who is eligible to vote. All such envelopes which shall be received by the Corporation not
later t n the commencement of the annual meeting, including those delivered by hand, shall be
turned over to the Inspectors of Election. The Inspectors of Election shall verify the eligibility of the
senders, open'the mailing envelopes and cause the ballots contained therein to be tabulated. In
addition, any Member may receive a ballot and vote in person at the annual meeting. The Inspectors
of Election shall maintain a list of those Members who shall have voted as evidenced by the receipt
of their ballot envelopes. The Inspectors of Election shall tabulate the ballots at, the annual meeting
Draft. By -Laws of 41st St. Business Improvement District
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and the candidates receiving the greatest number of votes, up to the number of Directors to be elected,
shall be the Directors and declared duly elected effective at the time that the ballots are tabulated.
The results of the balloting shall be formally announced by the President at the annual meeting of
Members.
4.5 Competence and Training_ As members of the Board of the Corporation, which will
expend and oversee the use of special assessments levied by the City of Miami Beach, the Board of
Directors shall be required to maintain a level of competence and remain up to date on Federal and State
laws and regulations applicable to nonprofit corporations and special assessment districts organized under
Florida law. Such level of competence shall be similar to other similar not -for -profit business
improvement districts in South Florida. This shall include, without limitation, attending orientations (upon
election to the Board) and regular training seminars. Such training shall include, but not be limited to,
Chapter 189, Florida Statutes, known as the Uniform Special District Acco Act; Florida's
Government -in -the -Sunshine Law, set forth in Chapter 286, Florida Statu , e ublic Records Act,
set forth in Chapter 119, Florida Statutes; and any other state require go ing accountability
and oversight of special taxing or special assessment districts.
4.6 Term of Office for Directors. Each Directo serve for a term of three (3) years
except as otherwise provided in Section 4.3. Directors may ssery aximum of two (2) consecutive
terms (for an aggregate term of six (6) years), unless su 'mitation is waived by a majority of the
members of the Executive Committee; provided, how at, subject to the limitation in Section
4.14, a person who is elected by the Board to fill a (aNq on the Board, who will serve to the next
annual meeting may serve for up to two (2) con c three-year terms thereafter. After being off
the Board for one (1) year, a former Direct haagain be eligible for nomination and election to
the Board. The provisions of this paragraA V!MV not apply to the City's Authorized Representative.
4.7 Regular Meetings. R rv(eetings of the Board shall be held not less than four (4)
times a year (with at least one (1) e ' in each quarter -annual period), at such times and places in
Miami Beach, Florida as the Ex cut' a Committee may determine. The first regular meeting of the
Board shall be held wit* s' days after the election of Directors.
4.8 S e ' e Special meetings of the Board may be called by or at the direction
of either the Pre ' t, e-President or upon the written request of six (6) Directors, such meeting
to be held at such ti d place as will be designated in the notice thereof, provided that the place
of special megfhgs o the Board shall be in Miami Beach, Florida.
4. Notice and Conduct of Meetings. All meetings of the Executive Committee; the Board
of it t ny committee, task force, or council; and/or general membership of the Corporation
s a e subject to the requirements of Florida's Government -in -the -Sunshine Law, set forth in
Sectio 86.011, Florida Statutes (e.g., such meetings shall be publicly noticed and open to the public,
and minutes of each meeting shall be promptly recorded and subject to public inspection). Except as
otherwise provided herein, notice of the time and place of any regular or special meeting of the Board
shall be provided to each Member and Director at least three (3) days prior to such meeting in writing,
by facsimile/telefax, electronic mail or posting to the Corporation's internet website/social media, or
by telephone, electronically, or word of mouth, provided that the giving of any oral notice shall be
recorded in the minutes of the meeting by statement of the Officer, Director or employee giving such
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notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting by that Director, except where the Director attends
a meeting for the express purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meetings of the Board need be specified in the waiver of notice of
such meeting. Notice shall also be posted in a conspicuous place in the office of the Corporation.
4.10 Quorum. The greater of (i) six (6) or (ii) a majority of the Dir all
constitute a quorum for the transaction of business at any meeting of the Board, unle of erwise
specifically provided by law, the Articles of Incorporation or these By -Laws. ce shall
be in person. If less than a majority of the Directors are present at such mee i ' -third (1 /3)
of the Directors actually present may adjourn the meeting from time to time w ofurther notice,
until a quorum is present.
4.11 Manner of Acting.
4.11.1 Formal Action by Board. The act of t o of the Directors present at a
meeting at which a quorum is present shall be the act of the , unless the act of a greater number
is required by the Act, the Articles of Incorporation or these By- ' s.
4.11.2 Action by Board. No action �eoard shall be valid unless taken at a
meeting at which a quorum is present. 411
0' 1
4.12 Resignations and Re 'aVny Director may resign from the Board at any
time by giving written notice to the P e t or the Secretary and, unless otherwise specified
therein, the acceptance of such resi will not be necessary to make it effective. Any
Director, except the City's Auth i epresentative, may be removed from office at any time
with or without cause by a vo -thirds (2/3) of the Entire Board at a meeting called for that
specific purpose. If a Direct , o er than the City's Authorized Representative, is absent without
adequate reason, as Oete y the President, from thirty-three percent (33%) of the regular
meetings scheduled f h _ cal year, such Director may be removed from office by a majority
vote of the Entir4ffftr
4.13
xies. At Member meetings, a Member may vote by proxy executed in
leTnber or by its duly authorized attorney -in -fact. Such proxy shall be filed with
the Corporation before or at the time of the meeting. A Director may not vote by
i must be present at the time of voting on any action of the Board.
Vacancies. Any vacancy occurring in the membership of the Board will be
rity vote of the Board, and such appointee shall serve as Director until the next
annual meeting at which time the Members shall elect a new Director to fill the remaining
unexpired term of such Director's predecessor in office.
4.15 Compensation. Directors, as such, will not receive any stated salaries or
compensation for their services; provided, however, that subject to the provisions herein
concerning self -dealing, nothing herein contained will be construed to preclude any Director from
Draft. By -Laws of 41st St. Business Improvement District
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serving the Corporation in any other capacity and receiving compensation therefor subject to the
requirements set forth in Section 8.1.
Section 5. Executive Committee.
5.1 Composition and Election. There shall be an Executive Committee consisting,of the
President, Vice President, Secretary and Treasurer of the Corporation, the City's Au rized
Representative, and one non -officer Director to be elected annually by the Board at ' al
meeting; provided, however, that each voting member of the Executive Committees e t er be
a property owner within the District or a principal owner of an entity which is a owner
within the District. The City's Authorized Representative shall serve as an exi on -voting)
member of the Executive Committee.
5.2 Authority and Restriction. The Executive Committee shall s nsible for carrying
out the overall program of the Corporation within the policy as set h e Board and shall
appoint all committees (other than the Executive Committee) o oration. The Executive
Committee shall exercise the full powers of the Board ' gement of the Corporation
during periods between meetings of the Board, except those actions prohibited to such
committee by these By -Laws or the Act. The Executive Co ittee shall not have the power to
amend these By -Laws or the Articles of Incorporat' or appoint Officers of the Corporation.
Any powers authorized herein to be exercised by th a tive Committee may be also exercised
by the Board at a duly constituted meet�ig. aA- nificant actions taken by the Executive
Committee shall be brought to the attentiooard at the next succeeding meeting of the
Board. .
5.3 Term and Vacancies. M rs of the Executive Committee, except for the City's
Authorized Representative, shalhftffice for a period of one (1) year or until their successors
are duly elected and qualified JWies on the Executive Committee may be filled by the Board
at any meeting, or in the i to ' tween meetings of the Board, may be filled temporarily by the
President until the n*xt r scheduled meeting of the Board.
5.4Vbn,
d otin . A majority of the total number of members of the Executive
Committeetute a quorum at any duly called meeting of the Executive Committee. The
majority voevent less than three (3), of those members of the Executive Committee
present at which a quorum is participating shall constitute the act of the Committee.
The EMQ,Committee shall establish its own rules and procedures for matters not covered by
t e @y-)�aws; however, such rules shall not conflict with these By -Laws.
�5.5 Meetings. Regular meetings of the Executive Committee shall be held monthly or as
oft as is necessary to conduct the affairs of the Corporation at such times and places as the
President may determine; special meetings may be called at any time by the President or any three
(3) other members of the Executive Committee.
Section 6. Committees, Task Forces and Councils.
Draft: By -Laws of 41st St. Business Improvement District
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Page 216 of 2240
The Executive Committee by resolution may form from time to time such other
committees, task forces or councils as may be deemed desirable in forwarding the program of the
Corporation, and each of such committees shall exercise and perform such duties as may be prescribed
by the Executive Committee in such resolution. Members shall be appointed by the Executive
Committee by resolution. Members of each such committee shall be composed of Directors, if the
committee is authorized to perform duties normally considered duties of the Board or the Executive
Committee. Other committees may be composed of persons who are not Directors, but ' be
composed of representatives of Members. No such committee shall have the authority to ns
prohibited to such committee by the Act. Each committee shall have two (2) or more b s, and
shall serve at the pleasure of the Executive Committee. The term of service of ea m er of a
committee shall be determined by the Executive Committee. .7
Section 7. Officers. - J04tt
7.1 Officers. The Officers of the Corporation shall be a P !9 nt,'r/ice-President(s), a
Secretary, and a Treasurer who shall also be Directors. The Co or may, at the discretion of
the Executive Committee, provide for different categori o rs and may have additional
Officers to those enumerated above. No person may simul ously hold more than one (1) office
of the Corporation. The duties of the principal executive Of ers are set forth herein. When the
incumbent of an office is unable to perform the du ' ereof or when there is no incumbent of
an office (both such situations referred to therea "absence" of the Officer), the duties of
the office will, unless otherwise provide(6by a xecutive Committee or these By -Laws, be
performed by the next Officer set forth in owing sequence: President, Vice President,
Secretary and Treasurer.
7.2 Agpointment and Tenu e. fficers shall be elected each year by the Board at a
meeting to be held immediately 1 g the annual meeting of the Members, but not later than
thirty (30) days following syb a I meeting. Each such Officer shall hold office beginning
with the adjournment of s e ing of the Board and until the Officer's successor has been duly
elected and qualified, o the Officer's earlier death, resignation or removal from office.
Officers may boe o rve one or more successive terms by the Board; provided, however,
that the term osi ent shall be limited to three (3) consecutive years. After not serving as
President for oear, a former President shall again be eligible for nomination and election
to the Offic ont.
i ations and Removal. Any Officer may resign at any time by giving written
is o t President, and, unless otherwise specified therein, the acceptance of such resignation
o e necessary to make it effective. Any Officer may be removed with or without cause by
t and whenever, in its judgment, the best interest of the Corporation would be served thereby,
by ajority vote of the Entire Board.
7.4 Vacancies. A vacancy in any office may be filled by the Executive Committee for the
unexpired portion of the term.
7.5 Duties of Officers.
Draft. By -Laws of 41st St Business Improvement District
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Page 217 of 2240
7.5.1 President / (Chair of Board of Directors). The President shall be the chief
executive officer of the Corporation, a voting Director and a voting member of the Executive
Committee. Subject to the directions of the Board and the Executive Committee, the President shall,
in general, supervise and control all the business and affairs of the Corporation. The President shall
have the power to preside at, and shall be responsible for chairing, all meetings of the Board and all
Executive Committee meetings. The President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board or the Executive CommitWkkom
time to time. 1-9177
7.5.2 Vice President / (Vice Chair of the Board of Directors). In thqe of the
President, or in the event of the President's death, resignation or refusal or inabi ' t, the Vice
President shall perform the duties of the President and, when so acting, shall ha all he powers and
be subject to all restrictions upon the President. The Vice President shall b mg Director and a
voting member of the Executive Committee. The Vice President shall p o ch duties and have
such other powers as the Board shall prescribe or as the President in i to time delegate.
7.5.3 Secretary. The Secretary shall hav c oddrbf and maintain all of the
corporate records, except the financial records, shall recor a minutes of all meetings of the
Members and the Board, shall send all notices of meetings out an shall perform such other duties as
may be prescribed by the Board or the President. etary shall be a voting Director and a
voting member of the Executive Committee.
Th
7.5.4 Treasurer. The Treasu supervise the Executive Director in the
performance of duties as custodian of corpods and financial records. The Treasurer shall be
a voting Director and a voting member o�*6 utive Committee.
7.6 Executive Director. "(ent of the Executive Director will be subject to approval
of the Board and will serve at (sure of the Board. The Executive Director will serve as the
chief administrative office th Corporation and as such, will devote time, attention, skills and
efforts to the affairseof oration as shall be determined by the Board. The Executive
Director's compensaft 11 be set from time to time by the Executive Committee. The
performance o e e tive Director shall be evaluated by the Executive Committee on an
annual basis. E cutive Director shall be responsible for the administration of the affairs of
the Corporation execution of policy as directed by the Board, subject to the supervision and
control oe President. The Executive Director will have the following responsibilities:
76.1 Serve as staff to the Executive Committee and the Board.
7.6.2 Serve as staff to all other committees, task forces and councils.
7.6.3 Serve as a professional consultant and facilitator to the Officers, the Board, the
Executive Committee, task forces, councils and committees of the Corporation in formulating
objectives, programs, policies and in planning, coordinating and executing programs of the
Corporation.
Draft: BpLaws of 41st St Business Improvement District
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Page 218 of 2240
7.6.4 Represent and serve as an advocate for the Corporation before the City of
Miami Beach and throughout Miami -Dade County.
7.6.5 Have custody of all corporate funds and financial records subject to the
supervision and control of the Treasurer, keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of the Board, all in accordance with
the policies and procedures to be adopted by the Board regarding the custody, disbursenjtL and
accounting of corporate funds. /-T`
7.6.6 Serve as the chief administrative officer of the Corporation, in u ithout
limitation, performance of the following duties: (a) have responsibility for ployment,
supervision and termination of employment of the Corporation's staff; (b) keep ca sing to be kept
all official records of the organization, including the maintenance and c the budget; (c)
present budget recommendations to the Board; (d) act as one of the ' ' ' als designated by
resolution of the Board to co-sign checks up to an established doll ou n accounts of the
Corporation, and approve disbursements as provided by resolution th ard; and (e) perform such
other duties as are ordinarily incident to the position of chieV
ti fficer or as may be assigned
by the Board or President.
7.7Compensation. The balance of the Office�ftall serve without compensation.
7.8 Bonds of Officers. The Board may'sWrYthe fidelity of any or all of its Officers,
employees and/or agents by bond or otherw e, uch terms and with such surety or sureties,
conditions, penalties or securities as arc FequiW by the Executive Committee. The premium or
premiums for such bond or bonds shaJJ,,bla out of the corporate funds of the Corporation.
7.9 Delegation. The Pre tvay delegate temporarily the powers and duties of any
Officer, in case of such Office ' e or for any other reason, to any other Officer. In addition,
the Executive Committee in a thorize the delegation by any Officer of any of such Officer's
powers and duties to any r employee, subject to the general supervision of such Officer.
Section 8. Mis o
8.1 Inter Directors and Officers in Contracts. Any contract or other transaction
between tkp Co ration and (a) any Director, (b) any Officer, or (c) any corporation, limited
liability dat
Wany, unincorporated association, business trust, estate, partnership, trust, joint
VA toe idual or other legal entity (each, a "Legal Entity") (i) in which any Director or
c s a material direct or indirect financial interest or is a shareholder, partner, member,
Nmaging
ger or other equity owner, or (ii) of which any Director or Officer is a director, officer,
partner, managing member, manager or trustee (collectively a "Conflict Transaction"),
shall be valid for all purposes if the material facts of the Conflict Transaction and the Director's
or Officer's interest are disclosed or known to the Board, a committee with authority to act thereon,
or the Members entitled to vote thereon, and the Board, such committee, or such Members
authorized, approved or ratified the Conflict Transaction, provided that such Director or Officer
shall not participate in the discussion, vote or be counted in a quorum regarding the matter.
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Moreover, any such Director or Officer is precluded from exercising any function of office with
respect to a matter in which such individual has a financial interest.
8.2 Contracts. The Executive Committee may authorize the Executive Director or in the
absence or unavailability of the Executive Director, any Officer of the Corporation, in addition to
the Officers so authorized by these By -Laws, to enter into any contract or execute any instrument
in the name of and on behalf of the Corporation, and such authority may be general or Whfined
to specific instances. A
8.3,Checks, Drafts, Electronic Transfers, Etc. All checks, drafts or oth for the
8.4 Deposits. All funds of the Corporation sha 1 eposited from time to time to the
credit of the Corporation in one or more such banks, trust c panies, securities firms, or other
depositories as the Executive Committee from ti time designate, upon the terms and
conditions determined by the Executive Committe . h Executive Committee may, from time
to time, authorize the opening and keeping, wil at ch depository as it designates, of general
and special bank accounts or other forms aunt and may make such special rules and
regulations with respect thereto, not inco�n ith the provisions of these By -Laws, as it deems
necessary.
payment of money, and all notes or other evidence of indebtedness issued '
me of the
Corporation shall be signed by such Officer or Officers, agent or agents of th Co
oration and in
such manner as, from time to time, may be determined by resolution oft e
tive Committee.
In the absence of such determination by the Executive Committee struments
shall be
signed by either the President, the Secretary or the Treasurer and c i d
by the Executive
Director.
8.5 Grants and Gifts. Thefporation may accept any grants, contributions, gifts,
bequests, or devises for and s with the general purposes, or for and consistent with any
specific purposes, of the Co ra 'on. The Corporation shall comply with any applicable conflict
of interest requiremqpts pect to any grants that it may receive.
8.6 Bo ords. The Corporation shall keep correct and complete books and
records of a ja shall also keep records of the actions of the Corporation, which records
shall be `"publics" and open to inspection to the public, pursuant to Chapter 119, Florida
Statutes.."
8. Custody of Corporate Funds, Financial Records. The Board shall periodically adopt
o a icies and procedures regarding the custody, use, disbursement and accounting of
orate funds. The Executive Director shall strictly abide by such policies and procedures in
th performance of his duties as custodian of corporate funds and shall render periodic
accountings to the Board confirming the Executive Director's compliance with such policies and
procedures. The Treasurer shall be responsible for ensuring that the Executive Director is at all
times in compliance with said policies and procedures.
Draft. By -Laws of 41st St. Business Improvement District
13
Page 220 of 2240
8.8 Fiscal Year; Accounting Election. The fiscal year of the Corporation shall begin on
October Is' and end on September 301h of each year, and methods of accounting for the
Corporation will be as the Board determines from time to time.
8.9 Seal. The corporate seal of the Corporation shall be circular in form with the words
"41 st ST. Business Improvement District, Inc., a corporation not for profit" in the outer edge
thereof and the year of incorporation.
8.10 Notice.
ri
8.10.1 Effective Date of Notices. Unless otherwise specified PfPny notice
required or permitted to be given pursuant to the provisions of the Articles of co oration, these
By -Laws or applicable law shall be in writing, shall be sufficient and as of the date
published, transmitted by facsimile or electronic mail, personally deliver sent by mail three
(3) days after being deposited with the United States Postal Service, ai d addressed to the
intended recipient at such recipient's last known address as shown ' t or s of the Corporation.
If the Board authorizes the use of electronic mail, the same s e tive when sent to the email
address of the recipient on file with the Corporation.
8.10.2 Waiver of Notice. Whenever agVtice is required to be given under the
provisions of the Act,'or under the provisions of the Arts of Incorporation, these By -Laws or other
applicable law, a waiver thereof in writing sign d b Mon entitled to such notice, whether before
or after the time stated therein, will be deemed
g i �t t to the giving of such notice to such person.
The attendance of a Member or Director at meting will constitute a waiver of notice of such
meeting, except where a Member or Dire ds a meeting for the express purposes of objecting
to the transaction of any business on the that the meeting is not lawfully called or convened.
r.9F
No loans shall be
made by the Corporation to Cy Officer, Director or Member. Any Director who, in violation of
this section, votes foj ors o the making of a loan, and any Director or Officer participating
in,the making of suchACn4Xall be jointly and severally liable to the Corporation for the amount
of such loan ugh epWment thereof.
8.12
The Corporation shall defend and indemnify any Director or Officer made a
to be made a party to any threatened, pending or completed action, suit or
ther civil, criminal, administrative or investigative, other than an action, suit or
proceeding by or in the right of the Corporation, by reason of the fact that such person is or
was a Director or Officer or is or was serving as a director, officer, employee or agent of any
other corporation, partnership, joint venture, trust or other enterprise at the request of the
Corporation, against judgments, fines, amounts paid in settlement and expenses, including
attorneys' fees, actually and reasonably incurred as a result of such action, suit or proceeding
or any appeal thereof, if such person acted in good faith and in a manner such person
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reasonably believed to be in, or not opposed to, the best interest of the Corporation, and in
criminal actions or proceedings, without reasonable cause for belief that such conduct was
unlawful. The termination of any such action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall not in itself
create a presumption that any such Director or Officer did not act in good faith and in a manner
which such person reasonably believed to be in, or not opposed to, the best interests of the
Corporation or, with respect to any criminal action or proceeding, that such Director o cer
had reasonable cause to believe that such conduct was unlawful. r�
(ii) By or in the right of the Corporation to procure a judgment in its faNIF.JgMason of
such person's being or having been a Director or Officer, or by reason of s n's serving
or having served at the request of the Corporation as a director, officer - I ee or agent of
any other corporation, partnership, joint venture, trust or other rise, against any
expenses, including attorneys' fees, actually and reasonably i y such person in
connection with the defense or settlement of such action, or, ' n on with an appeal
therein, if such person acted in good faith and in a mann s on reasonably believed to
be in, or not opposed to, the best interests of the Corp ti person shall not be entitled
to indemnification in relation to matters as to which suc rson has been adjudged to be liable
for gross negligence or willful or wanton misconduct i he performance of such person's
duties to the Corporation unless, and only to the that, the court in which such action or
suit was brought determines upon applicatio spite the adjudication of liability, but in
view of all circumstances of the case, s h eison is fairly and reasonably entitled to
indemnity for such expenses which such�u ill deem proper.
(b) Any indemnificati u` paragraph (a), unless pursuant to a determination
by a court, shall be made by the on only as authorized in the specific case upon a
determination that amounts for w ' h hector or Officer seeks indemnification were properly
incurred and that such Director r acted in good faith and in a manner he or she reasonably
believed to be in or not oppos best interests of the Corporation, and that, with respect to any
criminal action or procaedi or she had no reasonable ground for belief that such action was
unlawful. Such dete all be made either (1) by the Board by a majority vote of a quorum
consisting of Dir ors o ere not parties to such action, suit or proceeding, or (2) by a seventy
five percent (75 /o e majority vote of a quorum consisting of Executive Committee Members
who were not rties , such action, suit or proceedings.
The foregoing rights of indemnification shall not be deemed to limit in any
wa of the Corporation to indemnify under any applicable law.
8.13 Revocability of Authorizations. No authorization, assignment, referral or
de gation of authority by the Board, the Executive Committee or the President to any committee,
Officer, agent, or other official of the Corporation, or any other organization which is associated
or affiliated with, or conducted under the auspices of the Corporation shall preclude the Board
from exercising the authority required to meet its responsibility. The Board shall retain the right
to rescind any such authorization, assignment, referral,.or delegation in its sole discretion.
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15
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8.14 Employees and Agents of the Corporation. Consistent with and within the
limitation set forth in Section 5.2, the Executive Committee may employ such personnel and/or
enter into agreements with such independent contractors as it deems necessary or desirable for the
efficient operation of the Corporation.
8.15 Rules. The Board may adopt, amend or repeal rules (not inconsistent with
these By -Laws) for the management of the internal affairs of the Corporation and goveripffice of
its Officers, agents, committees and employees. Unless the Board adopts rules of proce ch
shall not be inconsistent with the Articles of Incorporation, these By -Laws or applic a 37, the
conduct of all meetings of the Members, Directors and members of Commi� 1 be in
accordance with the provisions of Robert's Rules of Order.
8.16 Vote by Presiding Officer. The person acting as g officer at any
meeting held pursuant to these By -Laws, if a voting member thereof entitled to vote on
the same basis as if not acting as presiding officer.
8.17 Gender and Number. Whenever the c r res, the gender of all words
used herein shall include the masculine, feminine and no nary, and the number of all words
will include the singular and plural thereof.
8.18 Section and Other Headings. *tion and other headings contained in
these By -Laws are for reference purposes Unly n h 1 not affect the meaning or interpretation
of these By -Laws. ,�
8.19 Severability. Shoul the conditions, terms or covenants herein imposed,
or contained be void or be or becom rceable at law or in equity, the remaining provisions
of this instrument shall neverthele evKd remain in full force and effect.
Section 9. Amendments to 117-1,11ws.
The power o�e, alter, amend or repeal these By -Laws is vested in the Board;
provided, however, vote of the Board to take such action shall be composed of not less
than five (5) Dir orsNheoting
a d (ii) the Members entitled to vote may alter, amend or repeal these By -
Laws at any duly ed annual or special meeting of the Members by a vote of not less than two-
thirds (2/3) of 1 Members, provided that a detailed description thereof is included in the
notice of su eeting. Any such action taken by the Members shall not be subject to alteration,
amerAm it r eal by the Board.
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EXHIBIT C
411 Street Business Improvement District
Methodology and Services
The 415L Street retail corridor in Miami Beach is a vital thoroughfare that connects people and businesses
throughout the area. As thelcommunity continues to evolve, it has become clear that there is a need to
create a Business Improvement District (BID or District) to transform 415` Street into a thriving commercial
hub that better serves the surrounding community and visitors. The BID's purpose is to provide funding
for services that will support the growth and vitality of the 415` Street Corridor, including economic
development, advocacy initiatives, and monitoring of the General Obligation Bond and master planning
for the District.
The BID's vision for the future is one that prioritizes both residential and business needs, creating a diverse
mix of businesses and amenities that cater to everyone. The goal is to create a synergy among tenants
that attracts a variety of merchants and uses.
The 415L Street BID encompasses 62 properties, generally bounded on the west by Alton Road, on the east
by Indian Creek Canal, and consisting of properties abutting West 415` Street/Arthur Godfrey Road. Of
these 62 properties, 42 properties have a Lot Size Ground Floor Retail Use of 50% or more of ">_ 50%
Retail", while 20 properties have a Lot Size Ground Floor Retail Use of less than 50% "< 50% Retail". The
BID recognizes that a diverse mix of businesses and amenities is necessary to cater to the needs of the
community and attract a variety of merchants and uses. Therefore, the BID will work to provide services
and resources that benefit all properties within the District, in a manner that is proportionate to the
special assessments levied.
Assessment Methodoloay
To ensure fairness and equity, the proposed special assessments will be levied upon properties in a
manner that is proportionate to the special benefit derived by each property, based on its ground floor
use. The assessment rate for each property is determined based on the property's primary ground floor
use. Retail establishments, which are defined as properties used for marketing and selling consumer goods
and services, as well as restaurants, will derive a greater special benefit from the BID's services and, as
such, will be assessed at a higher rate. The term "retail" shall exclude offices and medical uses, which will
derive a reduced special benefit from the BID's services.
• Z 50% Retail: Properties with 50% or more of Lot Size Ground Floor Retail Use will be assessed at
the rate of $.50/SF of Lot Size
• < 50% Retail: Properties with less than 50% of Lot Size Ground Floor Retail Use will be assessed at
the rate of $.25/SF of Lot Size.
Biennial Increase
To ensure that the BID's budget can grow during crucial impact periods expected over the BID's 10-year
lifespan, the special assessments will increase biennially by 5%. This will allow the BID to continue to
provide valuable services to the District and promote economic growth and vitality.
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41st Street Business Improvement District
Methodolosv,and Services
Services to be Provided
In year one, the 415L Street BID will prioritize the development of a strong foundation for the future of the
District. This includes the creation of a website and marketing plan to promote and enhance economic
vitality in the area. Additionally, the BID is committed to advocating for the interests of businesses and
property owners within the District by working in a unified voice to establish positive and productive
relationships with the City of Miami Beach.
To achieve our goal of advocating for the interests of businesses and property owners within the District,
the BID is committed to working in a unified voice to establish positive and productive relationships with
our municipal stakeholders. This includes efforts as they pertain to the General Obligation Bond and
master planning for the 415t Street Corridor. Expenses related to advocacy will be allocated towards
promoting and advocating for the district's interests, including attending meetings, and hiring consultants
or lobbyists. Additionally, expenses may be allocated towards media and advertising campaigns to
increase awareness.
As the district evolves and changes over the 10-year lifespan of the BID, services will adapt to meet the
evolving needs of the District. This may include expanding marketing efforts to attract new businesses,
implementing new programs to improve the district's safety, walkability, and accessibility, and advocating
for new policies that benefit the district. The 415t Street BID is dedicated to ensuring that the District
remains a vibrant and thriving hub for the community, now and into the future.
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415L Street Business Improvement District Corridor
Estimated Budget
ESTIMATED REVENUE
1. Assessment Revenue
ESTIMATED EXPENSES
1. Administrative Expenses
Executive Director, including benefits
2.Office Exoenses
Internet
Liability insurance
Office supplies
Postage
Printing
Equipment lease and/or purchase
Cell phone
Accounting fees
Audit fees
Legalfees
Officers/directors insurance
Occ. License
Meeting expenses
Total Administrative & Office Exoenses:
3. BID Services
Branding and Marketing
Advocacy
Total Marketing Expenses
4. General Expenses
BID Steering Reimbursement
Total General Expenses
Year One BID Expenses
$90,000.00
$1,000.00
$5,000.00
$1,500.00
$1,000.00
$1,000.00
$1,500.00
$1,000.00
$4,000.00
$3,000.00
$1,000.00
$1,000.00
$400.00
600.00
$20,000.00
11 246.25
52 000.00
$195,246.25
$112,000.00
$31,246.25
$52,000.00
$195,246.25
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41st Street Business Improvement District Corridor
Estimated Budget
The revenues in the proposed budget ($ 195,246.25) represent the total amount of the special
assessments to be collected in the first year of the special assessment district, as detailed in the
Preliminary Assessment Roll.
Administrative and Office Expenses $112 000 00
Administrative and office expenses for the first year of the special assessment district shall total
$112,000.00.
• Staffing costs, including employment benefits, for an Executive Director, $90,000.00.
• Office expenses for liability insurance, supplies, postage, printing, equipment lease(s), annual
report, audit, cell phone, accounting, and directors and officers liability insurance shall total
$22,000.00.
Brandina and Marketing $20 000 00
The 41s' Street BID will develop a website and a marketing plan to promote and enhance the economic
vitality of the district. The website will serve as a platform for promoting businesses within the BID,
while the marketing plan will outline the strategies and tactics that will be used to achieve this goal.
Advocacy $11 246.25
Expenses related to advocacy initiatives will be allocated towards promoting and advocating for the
district's interests, including engaging officials, attending meetings, hiring consultants or lobbyists, and
advocating for policies or legislation that would benefit businesses and property owners within the BID.
Additionally, expenses may be allocated towards media and advertising campaigns to increase
awareness.
Other Expenses $52 000.00
During the first year of the 415L Street BID's operation, the property owners who contributed to the
costs of the BID's formation will be reimbursed their contributions.
Total District Expenses: $195,246.25
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