MOU with Washington Ave BID Inc. aotg- 3o48to
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF MIAMI BEACH,FLORIDA AND WASHINGTON AVE BID INC.
P4 as I.-IA--
This Memorandum of Understanding("MOU") is hereby entered into as of the lr day
of y, 2019, 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 Washington Ave BID Inc., a Florida not-for-
profit corporation with principal offices at 2700 Bay Avenue, Miami Beach, Florida 33140 (the
"WABID") (collectively,the City and the WABID may hereinafter be referred to as the"Parties").
RECITALS
WHEREAS, on October 18, 2017, the Mayor and City Commission of the City of Miami
Beach adopted Resolution No. 2017-30065, creating, pursuant to Chapter 170, Florida Statutes,
and subject further to the approval of a majority of the affected property owners, a special
assessment district to be known as the Washington Avenue Business Improvement District (the
"District"), for a term of ten (10) years, to stabilize and improve the Washington Avenue retail
business district, which is located within a nationally recognized historic district, through
promotion, management, marketing, and other similar services; and
WHEREAS, the District is bounded on the north by 17th Street, and on the south by 5th
Street, and consists of properties abutting Washington Avenue and/or the cross-streets intersecting
Washington Avenue; provided, however, that the following properties shall be excluded and
exempted from the District: (i) residential properties; (ii) common areas owned by condominium
associations; (iii) any property owned by a City, County, State, or Federal governmental entity or
school district; and (iv) 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 January 17, 2018, the Mayor and City Commission adopted Resolution
No. 2018-30150, which, in pertinent part, called for a special mail ballot election(the "Election")
to be held from March 8,2018 to April 20, 2018, to determine whether a majority (50%plus one)
of the affected property owners approved the creation of the District; and
WHEREAS,the results of the Election are as follows: sixty-seven(67)ballots were cast in
favor of the creation of the District, twelve (12) ballots were cast in opposition to the creation of
the District, five (5) ballots were rejected as improperly cast, and twenty-six (26) ballots were not
returned. A copy of the Official Election Certification of the Canvassing Board is attached hereto
as Exhibit"A"; and
WHEREAS,on April 24,2018,the Mayor and City Commission approved Resolution No.
2018-30287, adopting the Official Election Certificate of the Canvassing Board for the Election,
and setting, pursuant to Sections 170.07 and 170.08, Florida Statutes, a public hearing on June 6,
2018,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 (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 to be
assessed against each property so improved; and
WHEREAS, following the duly noticed hearing on June 6, 2018, 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 Resolution No. 2018-30351,
approving the final assessment roll for the District; and
WHEREAS, the WABID shall apply for a tax exemption under the pertinent section(s) of
the Internal Revenue Code; and
WHEREAS, the City and the WABID 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:
1. Recitals. The Recitals are true and correct and are hereby incorporated into and made
a part of this MOU.
2. Purpose. The purpose of the WABID is to stabilize and improve the Washington
Avenue retail business district, which is located within a nationally recognized
historic district, through promotion, management, marketing, and other similar
services, by (i) representing and advocating for the property owners and business
owners located within the boundaries of the District; (ii)promoting and encouraging
the continued development of a diverse,vibrant and pedestrian-friendly Washington
Avenue mixed-use neighborhood, thereby providing a dynamic setting for
businesses, the visiting public, arts and entertainment, as well as area residents; (iii)
serving as a cultural and civic hub for the community and fostering a spirit of
cooperation and maintenance of high standards of quality among its members; and
(iv)bringing transformative projects into the District.A draft of the proposed Articles
of Incorporation and a draft of the proposed Bylaws that will be presented for
adoption by the first Board of Directors of the WABID are attached hereto and
incorporated herein as Composite Exhibit "B". The Articles of Incorporation and
Bylaws that are adopted by the WABID shall be the same as or substantially the same
as the drafts attached in Composite Exhibit"B". The WABID shall provide the City
with written notice of any proposed change to the Articles of Incorporation or
Bylaws, as well as the date, time, and location at which the WABID's Board of
Directors shall consider such proposed change.
3. Scope of Services. In consideration of the revenue generated by the District from
special assessments, the WABID 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."
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4. Term and Expiration Date. This MOU and the Parties' obligations hereunder shall
commence upon the full execution of this MOU and shall terminate on the earlier of
the expiration of the District, the dissolution of the WABID, the exercise of any of
the provisions in Section 13 of this MOU, or upon mutual written agreement of the
Parties.
5. City's Authorized Representative. The City Manager shall appoint an Authorized
Representative as a non-voting, ex-officio member of the Board of Directors of the
BID. The City Manager shall have the sole and final authority to select the City's
appointee.
6. Collection of Special Assessments. The City shall collect the special assessments
levied to fund the District, in accordance with the following procedure:
a. On or before April 1 of each year, the City shall invoice each affected
property owner for payment of the assessment levied to fund the
District. The assessment shall be payable in one annual installment by
May 1 of each year. Payments shall be made payable to the Finance
Director of the City, or the Finance Director's designee.
b. The City shall, on a monthly basis, electronically remit the assessments
collected to the WABID.
c. 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.
d. Notwithstanding the provisions of this Section, the WABID may elect
to transfer the responsibility to collect the assessments from the City to
the Miami-Dade County Property Appraiser, provided that WABID
must first notify the City in writing of such election on or before April
1 of the preceding fiscal year.
7. Reimbursement of City's Expenses. The WABID shall reimburse the City for its
actual costs of bank transfer fees, as well as postage and mailing supplies for invoices
and any other notices required by law. The WABID shall also reimburse the City for
any actual out-of-pocket expenses incurred by the City in the course of remitting the
assessments to the WABID 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 WABID,
and concurrently deliver to the WABID an invoice detailing the expenses deducted
from the remittance.
8. Budget. The WABID shall not have the power to expend assessment funds in excess
of that which is provided for in the current budget of the WABID, except that the
WABID may enter into contractual commitments scheduled in years following the
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then current fiscal year. Any such commitment shall be binding upon the WABID
and shall be included in the budget of the WABID in any and all fiscal years in which
any payments required to be made thereunder shall become due and payable.
Annually, on or before August 1, the WABID shall prepare and submit to the City
Commission a budget accurately itemizing all estimated revenue and expenses for
the succeeding fiscal year beginning October 1.The City Commission's review of the
WABID's budget shall be limited solely to a determination of the legality of the
expenditures. The WABID shall not expend funds or incur any liability which is not
authorized or provided for in its current budget, or in any amendment thereto, unless
as otherwise provided herein.
9. Annual Report to the Mayor and City Commission. Annually, on or before August 1,
the WABID shall,upon request of the City Manager or the City Manager's designee,
provide the City with an annual report detailing the WABID's activities during the
preceding fiscal year, along with a copy of the WABID's annual budget.
10. Uniform Special District Accountability Act. The Parties acknowledge and agree that
the WABID 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 WABID shall fulfill and comply with all applicable requirements of Chapter
189, Florida Statutes, as may be amended from time to time. The WABID's
compliance with Chapter 189 is a material term of this MOU.
11. Sunshine Law. All meetings of the Board of Directors or general membership of the
WABID shall be publicly noticed and open to the public, pursuant to Chapter 286,
Florida Statutes, as may be amended from time to time.
12. Public Records Law. The WABID shall be subject to Florida Public Records Law
including,without limitation,Chapter 119,Florida Statutes, as may be amended from
time to time.
13. Termination for Cause. If the WABID shall fail to fulfill in a timely manner, or
otherwise violates, any of the covenants, agreements, or stipulations material to this
MOU,the City,through its City Manager, shall thereupon have the right to terminate
this MOU for cause. Prior to exercising its option to terminate for cause, the City
shall notify the WABID of its violation of the particular term(s) of this MOU, and
shall grant WABID thirty(30) days to cure such default,provided however that if the
default cannot be reasonably cured within such time period, the WABID shall not be
in breach of this Agreement, if the WABID 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 WABID. 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
WABID's outstanding financial obligations have been satisfied, all remaining
unexpended special assessments shall be returned to the owners of property within
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the District on a pro rata basis, based on each property owner's proportionate share
of the total annual special assessments due to the District.
Notwithstanding the above, the WABID shall not be relieved of liability to the City
for damages sustained by the City by any breach of the MOU by the WABID. The
City, at its sole option and discretion, shall be entitled to bring any and all
legal/equitable actions that it deems to be in its best interest in order to enforce the
City's rights and remedies against the WABID. The City shall be entitled to recover
all costs of such actions, including reasonable attorneys' fees.
14. Indemnification. The WABID agrees to indemnify and hold harmless the City of
Miami Beach and its officers, employees, agents, and contractors, from and against
any and all actions (whether at law or in equity), claims, liabilities, losses, and
expenses, including, but not limited to, attorneys' fees and costs, for personal,
economic, or bodily injury, wrongful death, or loss of or damage to property, which
may arise or be alleged to have arisen from the negligent acts, errors, omissions or
other wrongful conduct of the WABID, its officers, employees, agents, contractors,
or any other person or entity acting under the WABID's control or supervision, in
connection with,related to,or as a result of the WABID's performance of the services
pursuant to this MOU. To that extent,the WABID 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.
15. 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 WABID 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.
16. 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, so that its liability for any
such breach never exceeds $100,000. The WABID hereby expresses its willingness
to enter into this MOU with the WABID's recovery from the City for any damages
and/or action for breach of contract to be limited to $100,000.
Accordingly, and notwithstanding any other term or condition of this MOU, the
WABID hereby agrees that the City shall not be liable to the WABID for damages in
an amount in excess of$100,000,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.
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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.
17. Audit and Inspections. Upon reasonable verbal or written notice to the WABID, and
at any time during normal business hours (i.e. 9:00 am — 5:00 pm, Monday through
Friday, excluding nationally recognized holidays), and as often as the City Manager
may, in his/her reasonable discretion and judgment, deem necessary, there shall be
made available to the City Manager, and/or such representatives as the City Manager
may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all
other documents and/or records relating to all matters covered by this MOU. The
WABID shall maintain any and all such records at its place of business at the address
set forth in the "Notices" section of this MOU. In addition to the provisions in this
Section,the WABID shall also comply with the audit and reporting requirements set
forth in Chapter 189, Florida Statutes.
18. 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 WABID
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 WABID 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 WABID shall be deemed
entitled to Florida Worker's Compensation Benefits as an employee of the City or
accumulation of sick or annual leave.
19. Notices. All notices and communications in writing required or permitted hereunder,
shall be delivered personally to the representatives of the WABID and the City listed
below, or may be mailed by U.S. Certified Mail, return receipt requested, postage
prepaid, or by a nationally recognized overnight delivery service.
Unless changed by notice in writing, all such notices and communications shall be
addressed as follows:
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To WABID: Andrew Resnick
President and Executive Director
Washington Ave BID Inc.
2700 Bay Avenue
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: Heather Shaw
Acting Director
Tourism, Culture &Economic Development
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.
20. 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.
21. Severability. If any term or provision of this MOU is held invalid or unenforceable,
the remainder of this MOU shall not be affected and every other term and provision
of this MOU shall be valid and be enforced to the fullest extent permitted by law.
22. Entirety of Agreement. The City and WABID 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 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]
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IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on
the day first above written.
CITY OF MIAMI BEACH,FLORIDA
ATTEST:
.-225( 3
By: brim pl By: jet5CL-----
Rafael Granado Dan Gelber
City ClerkMayor
3/1/ 19
Date Date
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WASHINGTON AVE BID INC.
ATTEST:
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Si, Irt re Andrew Resnick
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Print Name
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EXHIBIT"A"
Official Election Certification of the Canvassing Board
A-1
MIAMI BEACH
SPECIAL MAIL BALLOT ELECTION HELD iN THE CITY OF MIAMI BEACH
FROM MARCH 8,2018 TO APRIL 20,2018,
TO DETERMINE WHETHER A MAJORITY OP THE AFFECTED PROPERTY OWNERS
APPROVE THE CREATION OF A SPECIAL ASSESSMENT DISTRICT
TO BE KNOWN AS THE WASHINGTON AVENUE BUSINESS IMPROVEMENT DISTRICT
""OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD"•
, STATE OF FLORIDA
COUNTY OF MIAMI-DADE •
.
We,the undersigned, Raul J. Aguila, City Attorney, Nick Kallergis Assistant City Attorney, and
Rafael E. Granado, City Clerk, constituting the Canvassing Board for the Special Mail Ballot
Election to approve the creation of the Washington Avenue Business Improvement District, do
I hereby certify that we met on the 20'" day of April, 2018, and proceeded to publicly count the
j votes cast.
•
We do hereby certify the results as follows:
Shall a special assessment district known and designated as the Washington
Avenue Business Improvement District(the "District,be created for a term of teh
(10) years, with an estimated annual budget of$511,331, to stabilize and improve
the Washington Avenue retail business district, which is located within •a
nationally recognized historic district, through promotion, management,
marketing, and other similar services, which district is to be funded by special
assessments against benefited properties?
•
67 YES VOTES
i2 NO VOTES
5 REJECTED BALLOTS
26 UNRETURNED BALLOTS
CANV SSING BOARD
á •tq qr
1( -
tii Raul 1l Aguila, City Attorney
Nick Keller is,Assts;-nt City Attorney
Rafael E. Granado, City Clerk
Date:April 20,2018
Composite Exhibit"B"
Draft Articles of Incorporation and Bylaws
ARTICLES OF INCORPORATION
OF
WASHINGTON AVE BID INC.
(A FLORIDA NOT FOR PROFIT CORPORATION)
The undersigned, a natural person over the age of 18,hereby files-these Articles of
Incorporation of WASHINGTON AVE BID INC. (hereafter referred.to as the "Corporation"),
in compliance with Chapter 617,Florida Statutes, the Florida Not'For Profit Corporation Act
(the"Act"). t , ,
ARTICLE I '
ORGANIZATION N '',..
.;
1.1 Name: r"
ji
The Corporation shall be known as Washington Ave BID Inc. "
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1.2 Offices: 4 /
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The principal offices of the Corporation shall e located in•the State of Florida at such place or
places as the Board of Directors may from time to""fame, design te. The initial principal office
and mailing address of the Corporation shall be located in care of Washington Ave BID Inc.,
Andrew Resnick, President.2700 Bay Avenue,Miami each, Florida 33139.
_ 'Articled I
'''-, PURPOSES
i.The p�urposes for which the Corporation`is'organized are to stabilize and improve the
Waslungto?'�Avenue retail business district, which is located within a nationally recognized
historic distric�t',nn Miami Beach, Florida (the"District"), through promotion, management,
marketing al-IA-littler similar suites. The District is bounded on the north by 17th Street, and on
the south by 5`h Street, and consists of properties abutting Washington Avenue and/or the cross-
streets intersecting Wshirpgton Avenue;provided, however, that the following properties
shall be excluded and exempted from the District: (i)residential properties; (ii) common areas
owned by condominium associations; (iii) any property owned by a City, County, State, or
Federal governmental entity or school district; and (iv) 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). The District is a special assessment district created by the Mayor
and City Commission of the City of Miami Beach, pursuant to Chapter 170,Florida Statutes,
and approved by majority vote of the affected property owners in the special mail ballot election
held pursuant to Resolution No. 2018-30150, from March 8th, 2018 through April 20th, 2018. On
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June 6th, 2018, the Mayor and City Commission approved Resolution No. 2018-30351,
approving the final assessment roll for the District.
In furtherance of those purposes, the Corporation shall, without limitation, conduct or support the
following activities:
1) Represent and advocate for the property owners and business owners located with the
boundaries of the District;
2) Promote and encourage the continued development of a diver e' brant, and pedestrian-
friendly Washington Avenue mixed-use neighborhood, thereby providing a dynamic setting for
businesses, the visiting public, arts and entertainment, as well as r€sident
3) Serve as a cultural and civic hub for the community; '°
4) Foster a spirit of cooperation and maintenanceof high standards of quality among its
members; and
5) Bring transformative projects into the District. �, 's
The Corporation shall be limited in all a ents'to.exempt purposes described in Section 501
(c) (6) and to such other Sections as are ap idab1e oftbe Internal Renue Code of 1986
(hereinafter , the "Code", which term shall inelude he ove
rresponding section of any future
federal tax code). The Corporation may engage onlciriactivitieSat are either permitted or not
prohibited under the laws o£.tlie State of Florida,including Chapter 170,Florida Statutes, and
laws of the United States of America, a such laws'-are amended from time to time, and that
constitute activities.in furtherance of such exemptiutrpo ses.
Vii'
-ARTICLE III
'TAX EXEMPT STATUS
a
The rporation is a notfprofit corporation organized to provide a broad source of support
for businesses in the District L
It is the expressliurose of these Articles of Incorporation to limit the authority, powers and
purposes of the Cooratiou,and to require the Corporation to conform to the limitations set forth
in the Code with refer"ence`to organizations which are exempt from tax under Section 501 (c) (6)
of the Code, as well as�t"i d r any other applicable Sections of the Code as pertain, 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
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payment of reasonable compensation for services rendered to the Corporation shall not be
deemed to be a distribution of earnings or assets.
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 owners of property within the District on apro rata basis,based on
each property owner's proportionate share of the total annual special assessments due to the
District.
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 qs\defined in Section 4943 (c) 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 of make any taxable expenditures as defined
in Section 4945 of the Code. \
ARTICLE
\IV
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 stall have perpetual existence.
ARTICLE V
ti BY-LAWS
e/eN/C;
The initial By-Laws of the Corporation shall be adopted by the first elected Board of Directors of
the Corporation. Thereafter, the powertoto amend„alter or repeal any part or all of the By-Laws
of the Corporation shall>be vestedin the B rd of Directors of the Corporation unless otherwise
provided irithe By-Laws of.the COrj ration.
ARTICLE VI
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 nominated by a
Nominating Committee selected by the Incorporator, and shall be subject to approval by a vote
of the affected property owners within the District.
ARTICLE VII
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.
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ARTICLE VIII
REGISTERED OFFICE AND AGENT
The mailing address of the initial registered office of the Corporation is do Registered Agent
Andrew Resnick, 2700 Bay Avenue, Miami Beach, FL 33139. The Board of Directors of the
Corporation may from time to time designate such other person as its registered agent or such
other address and place for the registered office of the Corporation as it may deem appropriate.
ARTICLE IX
INITIAL INCORPORATOR /
The initial incorporator of the Corporation who is executing these Articles,2f Incorporation is
Andrew Resnick, whose address is 2700 Bay Avenue, Miami Beach, FC3313.
The undersigned Incorporator has executed these Articles of Incorporation as o November
2018.
\s's.''''""--,,,
Andrew Resnick,I`ncor`porator/
C
, . \
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V `
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WABID Draft 12-3-18
BY-LAWS
Of
WASHINGTON AVE BID INC.
(A Florida Not-for-Profit Corporation)
Section 1. Definitions, Purposes and Powers.
1.1 Name. The name of this Corporation shall be WASHINGTON AVE BID INC.
It is a not-for-profit corporation organized and existing under,the laws of the State of Florida.
1.2 Definitions. The quoted terms set forth be1'ow will have the following meanings
unless otherwise required by the context in which they may be used: ‘
1.2.1 "Act"means the Florida Nof or.Profit Corporation Act, Chapter 617,Florida
Statutes. ��
1.2.2 "Authorized Ownei Representative"meait at any time, a natural person who
at such time has been designated in writing to the Corporation by\a'1 ber as the person who is
authorized to represent such Member in allLmatters either relating\to 6r4ffecting the Corporation,
including but not limited to voting;provided,that such person is ane executive officer, shareholder,
partner or manager with direct operational responsibility`forthe business of the Member conducted
on such property.
1.2.3 `Authorized'\Tenant Representative" means, at any time, a natural person
who at such time has been designated'in writing to the Corporation by a retail ground floor tenant or
restaurant operator in the ,RiStr as the p rson?Who is authorized to represent such tenant or
operator in all inafters.,either°relating to`orwaf ecti g the Corporation; provided such person is an
executive-officer;shareholder,parlher or manager with direct operational responsibility for the
business of the of such tenant or restaurant operator conducted in the District.
\1.2.4 "Articles\of Ineorrporation" means the Articles of Incorporation of the
Corporation filed.,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
Corporation elected as.provided in these By-Laws.
1.2.6 "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 non-voting, ex-officio member of both the Board of Directors and Executive Committee of the
Corporation.
1.2.7 "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provision of any future United States Internal Revenue Law.
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1.2.8 "Corporation" means Washington Ave BID Inc., a Florida not-for-profit
corporation.
1.2.9 "Director"means an individual who is a member of the Board as described in
Section 4.
1.2.10 "District"has the meaning specified in the Articles of Incorporation.
1.2.11 "Entire Board" means, at any time, the total number of then authorized
Directors, assuming no vacancies. a,,
1.2.12 "Executive Director" means an individual em loyed by the District upon the
approval of the Board as described in Section 7.6.
1.2.13 Executive Committee" means the co`mmi tee of the _ rd constituted as
provided in Section 5.1. \\
1.2.14 "Majority" means in excess of 50 percent of the applicable total number.
Jr
1.2.15 "Member"means an individual or entitywho/which qualifies as a Member in
accordance with Section 3. `.
N.
1.2.16 "Officer"means one`or or-mor the positions described in Section 7.
1.2.17 "President" means the Presid p�t-of�the Corporation as set forth in Section
7.5.1. - ��ls��
1.2.18 ;State"means the State of Florida.
The above definitions `shall be ,equally applicale,to the singular and plural forms thereof.
References in these By-Laws to"`Section"-mean'` section of these By-Laws unless otherwise
indicated. ,
,✓`� 1.3 Statement of Purpose.. -The Corporation is organized and to be operated as a
busin,e ague within` \he\meaning of Section 501(c)(6) of the Code. The purposes of the
Corporation shall be to stabilize and improve the Washington Avenue retail business district,
which rs�llocated within )a nationally recognized historic district, through promotion,
management marketing, and other similar services, by (i) representing and advocating for the
property owners and business owners located within the boundaries of the District; (ii)
promoting and enco ru aging the continued development of a diverse, vibrant and pedestrian-
friendly Washingtgn'Avenue mixed-use neighborhood, thereby providing a dynamic setting for
businesses, the visiting public, arts and entertainment, as well as area residents; (iii) serving as a
cultural and civic hub for the community and fostering a spirit of cooperation and maintenance
of high standards of quality among its members; and (iv) bringing transformative projects into
the District. In furtherance of this purpose, the Corporation will work toward creating a
favorable environment which will increase commercial and cultural activity within the District.
The Corporation will encourage a spirit of cooperation and maintenance of high standards
among its Members.
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1.4 Powers of the Corporation. Except as limited by the Articles of Incorporation
and these By-Laws, the Corporation shall have and exercise all rights and powers in furtherance
of its purposes as are now or may hereafter be conferred on not-for-profit corporations pursuant
to the Act and in accordance with other applicable law.
1.5 Limitations on Activities.
(a) No part of the net earnings of the Corporation shall inure to the benefit of, or
be distributable to any Member, Director or Officer or any other private individual (except that
reasonable compensation may be paid for services rendered to or for the`Corporation in effectuating
one or more of its purposes), and no Member, Director or Officer, or any other private individual,
will be entitled to share in the distribution of any of the corporate,assets upon dissolution of the
Corporation.
(b) Notwithstanding any other provision,of the=Articles of Incorporation or these
By-Laws, the Corporation shall not conduct or carry ost�any activities not permitted,to be conducted
or carried on by an organization exempt from taxation under Section 501(c)(6) of the Code.
Upon dissolution of the Corporation, the Board, after p yirigor,nalang provisions for the payment
of all of the liabilities of the Corporation out of the assets thereof, shall distribute all residual assets
of the Corporation to the owners of property within the District o a pro rata basis, based on each
property owner's proportionate share of the total annual special assessmen, due to the District.
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 orwit out the State as the Board,may from time to time determine.
Section 3. Membership.
3;1 •-QualificationNMember h ll consist of the owners of any parcel of real property
located in the District except Tor owners of (i) residential property; (ii) properties owned or
occupied by a religious,institution and used as a place of worship or education (as defined in
Section °`170.201(2), Florida Statutes); and (iii) common areas owned by condominium
associations'".,,
3.2 Voting Rights. Each voting Member shall have one vote for each tax folio for
each property it owns in the District. In the case of a Member which is not a natural person,
such Member shall designate an Authorized Owner Representative as the person who shall
exercise such Member's right to vote as a Member. Only owners of real property located within
the District who are current in payment of their District tax assessments shall be entitled to vote.
Voting by proxy and by absentee ballot shall be permissible in any election of Directors or on
any other matter to be voted upon by Members entitled to vote.
3.3 Meetings of Members. The annual meeting of the Members shall be held at a
time and place to be determined by the Executive Committee within sixty (60) days of the end
of each fiscal year. The Secretary of the Corporation shall send notice of the time and place of
each annual meeting of the Corporation to each voting Member at least thirty (30) days prior to
B-7
the date set for the meeting. In lieu of mailing such notice, the Executive Committee may
authorize electronic mail delivery as provided in Section 8.10.1. At the annual meeting, the
Members shall: (i) hear reports from the Board, the President and the Executive Director, (ii)
elect Directors for the ensuing year, and (iii) transact such other business as may lawfully come
before the meeting. In addition, special meetings of the Members for any purpose may be called
at any time upon written notice mailed at least ten (10) days in advance of such meeting. Such
special meetings shall be'called at the instance of a majority of the Executive Committee, a
majority of the Board or upon written request of twenty percent (20%) or more of the voting
Members. A quorum for the conduct of business at any meeting of the Members shall consist of
forty percent (40%) of the voting Members present in person, or',repr'esented by proxies and
absentee ballots, at the meeting. `
3.4 Telephonic Participation in a Meeting. •One of more Members (including
Authorized Owner Representatives) may participate in rameeting of Members by means of a
conference telephone or similar communications equipment by means ffiwhich all persons
participating in the meeting can communicate with(each other at the same time: Participation in
a meeting pursuant to the foregoing sentence shad constitute presence in person at such meeting.
Section 4. Board of Directors. a '{ J
4.1 General Powers. All of the business and'Faffairs of the Corporation shall be
n
managed by, and under the direction of;the~Bgard in a manner consistent with the Act, these
By-Laws and other applicable laws arid'regulations. The Board shall make appropriate
delegations of authority to the Officers. ".,�
4.2 Qualification?'of Directors. ''.Directors need not be residents of the State or
Members;provided-that each-Director shall beat least eighteen (18) years of age at the time of
election. \t;;
4.3 Number°and aGlasss fication. of Directors. The Board shall consist of nine (9)
voting Directofrand up`to•'four (4)-ex,officio, non-voting Directors, including the City's
Authorized Representative. At feast seven (7) Directors must be Members or Authorized Owner
Representatives, and"up 'to two`'(2>Drectors may be retail ground floor tenants or restaurant
operators in the District or Authorized Tenant Representatives. The total number of Directors,
including those who vote and those who do not vote, shall be determined from time to time by a
majority vote of the Entire Board upon the recommendation of the Executive Committee. No
reduction in--the number of voting Directors shall shorten the term of any incumbent voting
Director. The--voting Directors shall be classified with respect to their terms of office by
dividing them into,three classes consisting, as nearly as possible, of an equal number of the
voting Directors. Each voting Director shall hold office until his successor shall have been
elected and qualified or until his earlier resignation, removal from office or death. At each
annual election, the successors to the class of Directors whose terms shall expire that year shall
be elected to hold office for a term of three (3) years, so that the term of office of one class of
Directors shall expire in each year. Each ex officio Director, except the City's Authorized
Representative, shall serve at the pleasure of the Board but in no event longer than such person
holds the position that result in his becoming an ex-officio Director. For example, if the City's
Authorized Representative's employment with the City terminates for any reason whatsoever,
he or she shall cease being an ex officio Director.
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4.4 Composition of Board of Directors. Each voting Director shall be a person who
is either(i) a Member, (ii) an Authorized Owner Representative, (iii) a retail ground floor tenant
or restaurant operator in the District or (iv) an Authorized Tenant Representative. The non-
voting ex officio Directors shall be composed of:
(a) The City's Authorized Representative; and
(b) Three (3) other persons appointed by the Executive Committee.
4.5 Election of Directors.
4.5.1 Nominating There shall be a Nominatrn 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 whb iso-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. /1/7
4.5.2 Inspectors of Election. The,President shall;appoint three (3) individuals, who
may be Members, Directors, Officers or Corporation staff personnel ;chosen by the President and
approved by the Executive Committee (collectively, the."Inpectors of Election"). The same
persons who serve on the Nominating Committee may also be Inspectors of Election; however, no
nominee for any office shall be eligible tosecve,as an inspector`of election in connection with any
election in which such nominee is a candidate for-office.
4.5.3 Procedure. No later than;fortre (45) days prior to the annual meeting of
Members, the Nominating Committee shall meand consider nominations for the position of
Director. No person shall"be'nominated by theNominating Committee unless the Nominating
Committee shall have first obtained that person's consent in writing to run if nominated and to serve
if elected. I
( Nominations for Directors also may be made by a petition of the
Members de Vered-to;the'Secretary/Treasurer of the Corporation not later than thirty(30) days prior
to the annul meeting and 'signed by fifteen (15) Members. Such a petition shall bear the written
accepar%ce,\of the person\so''nominated: The nominations contained in such petition shall be
included in the ballot for the‘annual meeting.
1„L3
(b) Nd later than twenty (20) days prior to the annual meeting, the
Secretary of the Corporation,or the Inspectors of Election shall cause to be prepared for mailing to
all Members entitlektthvate, ballots listing the number of Director positions to be filled at the
election, with the names'of all candidates. The ballots shall also allow for a voting Member to write
in additional candidates for Director on the ballot and to cast a vote for the additional candidate or
candidates so written in.
(c) In addition to the ballots, the Secretary shall also mail to each
Member entitled to vote (i) a blank envelope in which said Member's marked ballot shall be
enclosed and (ii) a return addressed envelope that the Member shall sign and put said Member's
name and return address so that each envelope can be checked to determine that the ballot has been
returned by a Member who is eligible to vote. All such envelopes which shall be received by the
Corporation not later than the commencement of the annual meeting, including those delivered by
B-9
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 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.
4.6 Term of Office for Directors. Each Director shalls'erve for a term of three (3)
years except as otherwise provided in Section 4.3. Directors May,serve a maximum of two (2)
consecutive terms (for an aggregate term of six (6) years), unless such]imitation is waived by a
majority of the members of the Executive Committee•'pcovded, however; that, subject to the
limitation in Section 4.14, a person who is elected by the`Board to fill a vacancy on the Board,
who will serve to the next annual meeting mays rve for ups to two (2) consecutive three-year
terms thereafter. After being off the Board foCone (1) year\a former Director"shall again be
eligible for nomination and election to the Board The profsigns of this paragraph shall not
apply to the City's Authorized Representative.
4.7 Regular Meetings. Regularumeetings of the Board shall be held not less than four
(4) times a year (with at least one (1) meeting in each quarter-an,uaitperiod), at such times and
places in Miami Beach, Florida as the Executive Committee may determine. The first regular
meeting of the Board shall be held within`sixty(60) daysafter the election of Directors.
4.8 Special-Meetings. Special meetings of the'Board may be called by or at the
direction of either fh`eeresident,)/ice-President,pr upon the written request of six (6) Directors,
such meeting to)be:held at such time and place_ as will be designated in the notice thereof,
provided that the plac oaf special meetings of the:Board shall be in Miami Beach, Florida.
' ,,„<
4:9' Notice. Notwithstanding-any other provision in these By-Laws, the Corporation
shall,publicly notice all meeting's�o,f the Executive Committee, Board of Directors, or general
membership of the Corporation,pur°auarit to Chapter 286, Florida Statutes. Except as otherwise
provided,�herein, noticeYof'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, or
by telephone-or word of mouth,provided that the giving of any oral notice shall be recorded in
the minutes of the rneetirig'by statement of the Officer, Director or employee giving such 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 meeting 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 Directors shall
constitute a quorum for the transaction of business at any meeting of the Board, unless
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otherwise specifically provided by law, the Articles of Incorporation or these By-Laws.
Attendance shall be either in person or by telephone connection whereby the distant member(s)
and those members present in person all hear and may speak to and be heard by one another on
the matters raised therein. If less than a majority of the Directors are present at such meeting,
one-third (1/3) of the Directors actually present may adjourn the meeting from time to time
without further notice, until a quorum is present.
4.11 Manner of Acting.
4.11.1 Formal Action by Board. The act of the majority, but in no event less than
five (5), Directors present at a meeting at which a quorum is present'shall be the act of the Board,
unless the act of a greater number is required by the Act, the Articles of,Incorporation or these By-
Laws.
4.11.2 Action by Board. No action of the134ard'shall be'valid unless taken at a
meeting at which a quorum is present.
4.11.3 Telephonic Participation iri ,aMeeting1One or more Directors may
participate in a meeting by means of a conference telepiorie,,or similar communications equipment
by means of which all persons participating in the meeting cap*communicate with each other at the
same time. Participation in a meeting pursuant to the foregoni' sentence shall constitute presence
in person at such meeting. `',,
4.12 Resignations and Removal: Any Directoremay resign from the Board at any time
by giving written notice to the President orthe Secretary maiid;unless otherwise specified therein,
the acceptance of sucly esignation will not be necessary'to make it effective. Any Director,
except the City's AuchtrizethRepresentative,`may be removed from office at any time with or
without cause by/at vote of two-thirds (2/3) of'the Entire Board at a meeting called for that
specific purpose. If\a Director,„other than they City's Authorized Representative, is absent
without adequate reason,yas=deterthited-by thePresident, from two (2) consecutive meetings of
the Board;s `Director may�,�b.e re oded•fro n office by a majority vote of the Entire Board.
.13 Proxies Prohibit d.. A Director may not vote by proxy.
4— , \
x.4.14 Vacancie. Any vacancy cy occurring in the membership of the Board will be filled
by a malontyvote of the Board, and such appointee shall serve as Director until the next annual
meeting at which time the,"TYIembers shall elect a new Director to fill the remaining unexpired
term of such Director's ptetlecessor in office.
4,4
4.15 Compensation. Directors, as such, will not receive any stated salaries for their
services, but by resolution of the Board may receive a reasonable amount for attending to their
authorized duties; provided, however, that subject to the provisions herein concerning self-
dealing, nothing herein contained will be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor subject to the
requirements set forth in Section 8.1.
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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 Authorized
Representative, and one non-officer Director to be elected annually by the Board at its annual
meeting;provided, however, that each voting member of the Executive Committee shall either
be a property owner within the District or a principal owner of an entity which is a property
owner within the District. The City's Authorized Representa�ehall.sserve as an ex officio
(non-voting) member of the Executive Committee. ,�
5.2 Authority and Restriction. The Executive Committee\shall be responsible for
carrying out the overall program of the Corporation within the policy asset forth by the Board
and shall appoint all committees (other than the Executive.Committee)f the Corporation. The
Executive Committee shall exercise the full powers of the Board in th\management of the
Corporation during periods between meetings of the Board,"except for those actions:prohibited
to such committee by these By-Laws or the Act.`°In particular; the Executive Committee shall
not have the power to amend these By-Laws or the Articles'of Incorporation or appoint Officers
of the Corporation. In addition, any powers authorized herein to be exercised by the Executive
Committee may be also exercised bykthe, oard at a duly'constituted meeting. All significant
actions taken by the Executive Committee be brought to the attention of the Board at the
next succeeding meeting of the Board.
5.3 Term and Vacancies. Members of the.Executive Committee, except for the
City's Authorized Representative, shall hold office for a4period of one (1) year or until their
successors are duly,elected and qualified. Vacancies on the Executive Committee may be filled
by the Board at any meeting, or in the interim lletween meetings of the Board, may be filled
temporarily by the President untillthe next regulariyscheduled meeting of the Board.
t,.
5.4/7— Quorum arid Voting. -"A majority of the members of the Executive Committee
shall constitut ae ae quos umaat any duly called meeting of the Executive Committee. The majority
vote, butin no event less than three (3) of those members of the Executive Committee present at a
meeting at-which a quorum iswarticipating shall constitute the act of the Committee. Attendance
at any meeting of the Executive Committee may be by conference telephone or similar •
communica"tion'stequipment in]the manner provided in Section 4.11.3 for Board meetings. The
Executive Committee shall establish its own rules and procedures for matters not covered by these
By-Laws.
5.5 Meetings. Regular meetings of the Executive Committee shall be held monthly
or as often 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. The Secretary shall cause written notice
(including by facsimile, telefax, electronic mail or posting on the Corporation's internet
website) or telephonic or word of mouth notice of the time and place of all regular and special
meetings of the Executive Committee to be delivered, at least three (3) days prior to the date of
such meeting, to each member of the Executive Committee at such address, facsimile/telefax or
telephone numbers as shall appear on the records of the Corporation. Each Notice shall also be
B-12
posted in a conspicuous place in the office of the Corporation. If the Board authorizes the use of
electronic mail, the same shall be effective when sent to the email address of the recipient on
file with the Corporation. Notwithstanding any other provision in these By-Laws, the
Corporation shall publicly notice all meetings of the Executive Committee of the Corporation,
pursuant to Chapter 286,Florida Statutes.
Section 6. Committees, Task Forces and Councils.
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 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 considere€duties of the Board or the Executive
Committee. Other committees may be composed of personsavho are not Directors but shall be
composed of representatives of Members. No sucsh�committee shall have the authority to take
actions prohibited to such committee by the Act. E `cli eommitteeshall have two or more members,
and shall serve at the pleasure of the Executive Committee:-
Section 7. Officers.
7.1 Officers. The Officers ofthe Corporation shalt,be'a President, one of more Vice-
President(s), a Secretary, and a Treasurer who shall also be Directors. The Corporation may, at
the discretion of the Executive Committee;-provide for different categories of Officers and may
have additional Officers to those enumerated above. No..person may simultaneously hold more
than one office of theCOnxiratipn. The dutiee'of the principal executive Officers are set forth
herein. When the incttinbent o£an office is unable to perform the duties thereof or when there is
no incumbent of,_aan.office (bothsuchsituations referred to thereafter as the "absence" of the
Officer), the duties ofthe>office will, unless otherwise provided by the Executive Committee or
these By-Laws, be performed by-tlje next.Officer'set forth in the following sequence: President,
;.
Vice President, Secretary and easurer.-- -
\
- '
7.2 Appointment and°Tenure* All Officers shall be elected each year by the Board at
a meeting to be held immediately following the annual meeting of the Members, but in no event
later than'thirty (30) days following such annual meeting. Each such Officer shall hold his
office beginning with the adjournment of such meeting of the Board and until his successor has
been duly elected and qualified, or until his earlier death, resignation or removal from office.
Officers may be elected to'`serve one or more successive terms by the Board;provided, however,
that the term of the President shall be limited to three(3) consecutive years. After not serving as
President for one (1) year, a former President shall again be eligible for nomination and election
to the Office of President.
7.3 Resignations and Removal. Any Officer may resign at any time by giving
written notice to the President, and, unless otherwise specified therein, the acceptance of such
resignation will not be necessary to make it effective. Any Officer may be removed with or
without cause by the Board whenever, in its judgment, the best interest of the Corporation
would be served thereby, by majority vote of the Entire Board.
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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.
7.5.1 President. 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 Committee from time to time.
7.5.2 Vice President. In the absence of the,President, or in the event of the
President's death, resignation or refusal or inability to act,the Vice President shall perform the
duties of the President and, when so acting, shalllhave all the powers and be subject to all
restrictions upon the President. The Vice President-s'ha11 be a voting Director and a voting member
of the Executive Committee. The Vice Presidentshall'perforn� such duties and have such other
powers as the Board shall prescribe or as the President may'from tiie'to time delegate. Additional
Vice Presidents may be elected by the Board, upon the recommendation of the Executive
Committee, to fulfill other special purpose officer functions on behalf of the Corporation.
7.5.3 Secretary. The Secretary_shallhave custody,of and maintain all of the
corporate records, except the financial records, shall record the minutes of all meetings of the •
Members and the Board, shall send all notices of meetings gut—and shall perform such other duties
as may be prescribed by the Board or the President: The Secretary shall be a voting Director and a
voting member of the Executive Committee.
7.5.4 Treasurer. ,The Treasurer shall supervise the Executive Director in the
performance of his duties is custodian of corporate funds and financial records. The Treasurer shall
be a voting Director anda voting member of•the Executive Committee.
7.6 Executive Director.' ,Employment of the Executive Director will be subject to
app roval\of the Board andwill serve at the pleasure of the Board. The Executive Director will
serve as the chief administrative officer of the Corporation and as such, will devote his or her
time, attention, skills and Worts to the affairs of the Corporation as shall be determined by the
Board. The•,Ezecutive Director's compensation shall be set from time to time by the Executive
Committee. The Ex'. s ecutiyve Director shall be responsible for the administration of the affairs of
the Corporation and execution of policy as directed by the Board, subject to the supervision and
control of the President. The Executive Director will have the following responsibilities:
7.6.1 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.
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7.6.4 Represent and serve as an advocate for the Corporation before the City of
Miami Beach and throughout the Miami Beach community and 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, disbursement
and accounting of corporate funds.
7.6.6 Serve as the chief administrative officer offithe Corporation, including,
.
without limitation, performance of the following duties: (a) have responsibility for the employment,
supervision and termination of employment of the Corporationd's'staf'f, (b) keep or causing to be
kept all official records of the organization, including the main na ce an&`control of the budget; (c)
present budget recommendations to the Board; (d) act as•.on of the individuals designated by
resolution of the Board to co-sign checks up to an established dollar amount on accounts of the
Corporation, and approve disbursements as provided by resolution of the Boad'°and (e) perform
such other duties as are ordinarily incident to theTposition of chief operating officer Was may be
assigned by the Board or President.
7.7 Compensation. Except for any Officer`whbrn the Board shall determine from
time to time to provide with compeisation, the balance of the Officers shall serve without
compensation. `''"><.,.
•
7.8 Bonds of Officers. ThelB,oaremay:Secure the-fidelity of any or all of its
6v ' ._
Officers, employees and/or agents by bond\orgtherwise,ion such terms and with such surety or
sureties, conditions, penalties`or securities as4arc requirepy the Executive Committee. The
premium or premiums for such bond or bonds shall be paid out of the corporate funds of the
Corporation. ¢
7.9 Delegation: The Prekidentmay delegate temporarily the powers and duties of
any Officer;i<n case of such Officer's absence or for any other reason, to any other Officer. In
addition; tthe E ecutwe,Cominittee may authorize the delegation by any Officer of any of such
Officer's powers and`dtities to any agent or employee, subject to the general supervision of such
Officer:^
Section 8. \MiscellaneousN.
`,4
8.1 Interest o£Directors and Officers in Contracts. Any contract or other transaction
between the Corpor`atitiii'and (a) any Director, (b) any Officer, or (c) any corporation, limited
liability company, unincorporated association, business trust, estate, partnership, trust, joint
venture, individual'or other legal entity (each, a "Legal Entity") (i) in which any Director or
Officer has a material direct or indirect financial interest or is a shareholder, partner, member,
manager or other equity owner, or (ii) of which any Director or Officer is a director, officer,
managing 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
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that such Director or Officer shall not participate in the discussion, vote or be counted in a
quorum regarding the matter. 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 confined to specific instances. =-.
8.3 Checks, Drafts. Etc. All checks, drafts or other orders for the payment of money,
and all notes or other evidences of indebtedness issued in,tfie nanie,of the Corporation shall be
signed by such Officer or Officers, agent or agents of the Corporation and in such manner as,
from time to time,may be determined by resolution ofthe-Executive Committee. In the absence
of such determination by the Executive Committee,-such instruments shall be`signed by either
the President, the Secretary or the Treasurer andountersigned by the Executive Director.
8.4 Deposits. All funds of the Corpora,,,,1/47:\
on shall be posited from time to time to
the credit of the Corporation in one or more such banks trust companies, securities firms, or
other depositories as the Executive Committee from time tome designate, upon the terms and
conditions determined by the Executive,Cmmittee. The Execktrve committee may, from time
to time, authorize the opening and keeping,with any such deposi jory as it designates, of general
and special bank accounts or other forms,of accountand may7make such special rules and
regulations with respect thereto, not inconsistent with=the provisions of these By-Laws, as it
„redeems necessary. .„.r
8.5 Grants and Gifts. .ale Corporation may accept any grants, contributions, gifts,
bequests, or devises'fof and consistent with the general purposes, or for and consistent with any
specific purposes, of the �Corporatzon:'The>Corporation shall comply with any applicable
conflict of interest requireftionts with F?spect to any grants that it may receive.
, .. '<
8.6 Books-and Records,' Th;Corporation shall keep correct and complete books and
record'-of account and shall also keep records of the actions of the Corporation, which records
shall be open to inspection to the pfiblic,pursuant to Chapter 119,Florida Statutes.
8.7 "`. Custody of Corporate Funds; Financial Records. The Board shall periodically _
adopt formal policies and-procedures regarding the custody, use, disbursement and accounting
of corporate funds.'The Executive Director shall strictly abide by such policies and procedures
in the 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.
8.8 Fiscal Year; Accounting Election. The fiscal year of the Corporation shall begin
on October 1' and end on September 30`h' of each year, and methods of accounting for the
Corporation will be as the Board determines from time to time.
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8.9 Seal. The corporate seal of the Corporation shall be circular in form with the
words "Washington Ave BID Inc., a corporation not for profit" in the outer edge thereof and the
year of incorporation.
8.10 Notice.
8.10.1 Effective Date of Notices. Unless otherwise specified herein, any notice
required or permitted to be given pursuant to the provisions of the Articles of Incorporation, these
By-Laws or applicable law shall be, in writing, shall be sufficient and,,effective as of the date
published, transmitted by facsimile or electronic mail, personally delivered;or, if sent by mail three
(3) days after being deposited with the United States Postal Service;•prepaid'and addressed to the
intended recipient at such recipient's last known address as shown in the records of the Corporation.
If the Board authorizes the use of electronic mail, the same shall be effective when sent to the email
address of the recipient on file with the Corporation. • - N.
8.10.2 Waiver of Notice. Whenever any notice is required to ,be{given under the
provisions of the Act, or under the provisions of,)he#Articles of Incorporation,these,By-Laws or
other applicable law, a waiver thereof in writing signedby det1i person entitled to such notice,
d/ecji .
whether before or after the time stated therein, will be emed equivalent to the giving of such
notice to such person. The attendance of a Member or Dire t r at any meeting will constitute a
waiver of notice of such meeting, except where a Member dr Director attends a meeting for the
express purposes of objecting to the transaction'of any businesson the ground that the meeting is
not lawfully called or convened. N,� ''.4"4---7&;-: ----..,ma y
8.11 Loans to Officers and Directors:and Members Prohibited. No loans shall be
made by the Corporation'to any.Officer, Direr or Mem1 er Any Director who, in violation of
this section, votes/for or 'assents to the making of a loan, and any Director or Officer
participating in the,making of such loan, shall be'omtly and severally liable to the Corporation
for the amount of such loan until the repayment thereof.
r
8:1`2 -Indemnification of Directors, Officers and Others.
(a) The'Corporatiori shall defend and indemnify any Director or Officer made a
partror threatened to be"made a party to any threatened, pending or completed action, suit or
proceeding' , ; .
(i) ether civil,cnminal, 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 Directotor.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
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
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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
or Officer had reasonable cause to believe that such conduct was unlawful.
(ii) By or in the right of the Corporation to procure a judgment in its favor by reason of
such person's being or having been a Director or Officer, or by reason of such person's
serving or having served at the request of the Corporation as a director, officer, employee or
agent of any other corporation, partnership, joint venture, trust or other enterprise, against
any expenses, including attorneys' fees, actually and reasonably incurred by such person in
connection with the defense or settlement of such action, or inconnection with an appeal
therein, if such person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the Corporation. Such person shall not be
entitled to indemnification in relation to matters as to which such person has been adjudged
to be liable for gross negligence or willful or wanton-misconduct mthe,performance of such
person's duties to the Corporation unless, and only,to the.extent that,the court in which such
action or suit was brought determines upon application that, despite the.adjudication of
liability, but in view of all circumstances_of"the case, such person is fairly\andleasonably
entitled to indemnity for such expenses which such courtwill deem proper. V`
(b) Any indemnification under paragraph (a), unless pursuant to a determination
by a court, shall be made by the Corporation only as authorized in the specific case upon a
determination that amounts for which a D,ikectgr-.gr Officer seeks indemnification were properly
incurred and that such Director or Officer acted tn,good:,faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any
criminal action or proceeding, he or she had rio\reds nable~ground for belief that such action was
unlawful. Such determination shall be made eith i (1) by the Board by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding, or (2) by a seventy
five percent (75%) super-majority vote of a quorum,consisting of Executive Committee Members
who were not parties to such action, suit or proceedings
{x (c)' The foregoing rights of-indemnification shall not be deemed to limit in any
way the,,power of the Co* ation to indemnify under any applicable law.
"`-"N 8.13 Revocability, of Authorizations. No authorization, assignment, referral or
delegation\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\ ffiliated 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 escind any such authorization, assignment, referral, or delegation in its
sole discretion.
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 governance of its
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Officers, agents, committees and employees. Unless the Board adopts rules of procedure which
shall not be inconsistent with the Articles of Incorporation, these By-Laws or applicable law, the
conduct of all meetings of the Members, Directors and members of Committees shall be in
accordance with the provisions of Robert's Rules of Order.
8.16 Vote by Presiding Officer. The person acting as presiding officer at any meeting
held pursuant to these By-Laws, if a voting member thereof, shall be entitled to vote on the
same basis as if not acting as presiding officer.
8.17 Gender and Number. Whenever the context requires,y°Me gender of all words
used herein shall include the masculine, feminine and neuter, and the number of all words will
include the singular and plural thereof.
8.18 Section and Other Headings. The Sectio\and other headings contained in these
By-Laws are for reference purposes only and shall�,ngt-affect the meaning'or interpretation of
these By-Laws.
8.19 Severability. Should any of the'conditions, terms or covenants herein imposed,
or contained be void or be or become unenforcealile‘ayl w" or in equity, the remaining
provisions of this instrument shall nevertheless be and Amain in full force and effect.
Section 9. Amendments to By-Laws. 't '`-.
The power to make, alter, amend or-repeal these By;La s is vested in the Board;
provided, however, that (i) any vote of the Board to,take such"action shall be composed of not less
than five (5) Directors, andr(iij the Members entitled to vote may alter, amend or repeal these By-
Laws at any duly constitiite`d"a"nnual ,or special meeting of the Members by a vote of not less than
two-thirds (2/3) of all/themvoting fvte*nbers,provided that a detailed description thereof is included
in the notice of such eeting. Any such action 'taken by the Members shall not be subject to
alteration, amendment or tZ7
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EXHIBIT "C"
WASHINGTON AVENUE BUSINESS IMPROVEMENT DISTRICT
BUDGET NARRATIVE AND SUMMARY OF SERVICES TO BE PROVIDED
YEAR ONE (FISCAL YEAR 2018-19)
1. Revenues
The revenues in the attached proposed budget ($505,765) represent the total amount of the
special assessments to be collected each year of the special assessment district.
2. Administrative and Office Expenses
Administrative and office expenses for the first year of the special assessment district shall total
$131,603.
• Staffing costs, including employment benefits, for one employee (an executive director)
shall total $88,807.
• Office expenses for rent, liability insurance, supplies, postage, printing, equipment
lease(s), annual report, audit, cell phone, accounting, and directors and officers liability
insurance shall total $42,796.
3. Street-level Improvements and Programs
The BID intends to hire a national provider with a supervisor to coordinate both security and
sanitation services. Security officers will interface with hired off-duty police officers, in a
manner that is acceptable to the Miami Beach Police Department. Supplemental security
services for the first year will total $71,891, and off-duty police services for the first year will
total $29,602.
The BID also intends to hire a national sanitation services provider to remove street debris and
minor graffiti. The cost of supplemental sanitation services for the first year will total $54,976.
Sanitation supplies will be purchased in order to facilitate sidewalk debris removal, and to
remove minor graffiti. The cost of sanitation cleaning supplies for the first year shall total
$4,229.
4. Marketing Expenses
Marketing expenses for the first year shall total $123,256, and shall include the following
expenditures:
• Holiday lights and decorations in the amount of$63,434.
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• Development of a Washington Avenue BID website, including images, in the amount of
$16,916.
• Year-round event development will be initiated at a cost of$42,907.
5. Washington Avenue Visioning
Planning, in conjunction with the City, to revitalize and renew the District, shall be conducted at
a cost of$12,208 for the first year.
6. BID Formation Expenses
The one-time costs associated with creating the District (including consulting fees, and all other
expenses related to creating the special assessment district) amount to $78,000. Following the
first year (Fiscal Year 2018-19) of the District, the amount allocated to paying BID formation
expenses shall be reallocated to the remaining budget categories set forth in this Exhibit"C".
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WASHINGTON AVENUE BUSINESS IMPROVEMENT DISTRICT
BUDGET FOR YEAR ONE (FISCAL YEAR 2018-19)
REVENUES
1. Assessments $ 505,765
EXPENSES
Administrative and Office Expenses
1. Full repayment of loans for BID Formation $ 78,000
2. Executive Director 88,807
3. Rent, liability insurance, supplies, postage,
printing, equipment lease, annual report,
audit, phone, accounting, D&O insurance 42,796
Street Level Improvements/Programs
4. Supplemental security 71,891
5. Off-duty police officers 29,602
6. Supplemental sanitation 54,976
7. Sanitation cleaning supplies 4,229
Marketing
8. Holiday lights and decorations 63,434
9. Website development 16,916
10. Events 42,907
Washington Avenue Visioning
11. Planning 12,208
TOTAL ANNUAL EXPENSES $ 505,765
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