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MIAMIBEACH
City Gommission Meeting
SUPPLEMENTAL MATERIAL 1
City Hall, Commission Chambers, 3rd Floor, 1700 Convention Center Drive
September 30, 2015
Mayor Philip Levine
Vice-Mayor Edward L. Tobin
Commissioner Michael Grieco
Commissioner Joy Malakoff
Commissioner Micky Steinberg
Commissioner Deede Weithorn
Commissioner Jonah Wolfson
City Manager Jimmy L. Morales
City Attorney Raul J. Aguila
City Clerk Rafael E. Granado
Vlsft us at www.miamibeachfl.gov for agendas and video "streaming" of City Commission Meetings.
ATTENTION ALL LOBBYISTS
Chapter 2, Article Vll, Division 3 of the City Code of Miami Beach entitled "Lobbyists" requires the
registration of all lobbyists with the City Clerk prior to engaging in any lobbying activity with the City
Commission, any City Board or Committee, or any personnel as defined in the subject Code sections.
Gopies of the City Code sections on lobbyists laws are available in the City Clerk's office. Questions
regarding the provisions of the Ordinance should be directed to the Office of the City Attorney.
SUPPLEMENTAL AGENDA
R5 - Ordinances
RsD 1, An Ordinanee Amending Miami Beaeh-City Cede Chapter 2 "Adrninistratien;" Artiele Vll
"Standards Of Cenduet," Divisien 2 "Offieers, Empleyees And Ageney Members" By Creatien
Of City Cede Seetien 2 151 ,1 Entitled "Prehibited Selieitatien/Aeeeptanee Of Gifts" Previding
That Gemmeneing January 1, 2016, Members Of The City Cemmissien Or Candidates Fer
Said Offiees Shall Be Prehibited Frem Either Direetly Or lndireetly (lneluding; But Net timited
Te, Threugh Their Staff Mernbers Or Autherized Designees) Selieiting Or Aeeepting A Gift
FremA Vender, tebbyist On APreeurement lssue' Real Estate Develeper; Or tebbyist On A
Real Estate Develepment lssue; Previding Fer timited Exeeptien; And Previding Fer
Repealer; Severability; Gedifieatien; And An Effeetive Date, trr"+ o^^rr^^
)
(ltem Withdrawn by Commissioner Jonah Wolfson)
1
Addendum, September 30, 2015
2. An Ordinance Amending Miami Beach City Code Chapter 2 "Administration," Article Vll
"standards Of Conduct," Division 5 "Campaign Finance Reform," Encompassing City Code
Sections 2-487 "Prohibited Campaign Contributions By Vendors," City Code Section 2-488
"Prohibited Campaign Contributions By Lobbyists On Procurement lssues," City Code Section
2-4Sg "Prohibited Campaign Contributions By Real Estate Developers," And City Code Section
2-4gO "Prohibited Campaign Contributions By Lobbyists On RealEstate Development lssues,"
By Providing That Commencing January 1, 2016 Members Of The City Commission Or
Candidates For Said Offices Shall Be Prohibited From Either Directly Or lndirectly Soliciting,
Accepting Or Depositing Any Campaign Contribution Regarding City Elected Office From A
Vendor, Lobbyist On A Procurement lssue, Real Estate Developer, Or Lobbyist On A Real
Estate Development lssue; Providing For Repealer, Severability, Codification, And An Effective
Date.E!-tst Reading
(Sponsored by Commissioner Jonah Wolfson)
(Legislative Tracking: Office of the City Attorney)
(Memorandum & Ordinance)
R7 - Resolutions
R7D Assessment Roll For LRBID Special Assessment District And MOU
1.A Resolution Approving, Following A Duly Noticed Public Hearing Pursuant To Sections
170.07 And 170.08, Florida Statutes, The Final Assessment Roll For The Special Assessment
District Known As The Lincoln Road Business lmprovement District, And Confirming Such
Assessments As Legal, Valid, And Binding First Liens Upon The Property Against Which
Such Assessments Are Made Until Paid. 5:10 p.m. Public Hearinq
(Office of the City AttorneY)
(Sponsored by Commissioner Michael Grieco)
A Resolution Approving ln Substantial Form And Authorizing The Office Of The City Manager
And Office Of ifre City Attorney To Finalize A Memorandum Of Understanding With The
Lincoln Road Business lmprovement District, lnc., To Stabilize And lmprove The Lincoln Road
Retail Business District, Which ls Located Within A Nationally Recognized Historic District,
Through Promotion, Management, Marketing, And OtherSimilarServices;And, lf Successful,
Authorizing The Mayor And City Clerk To Execute The Memorandum Of Understanding On
Behalf Of The City.
(Sponsored by Commissioner Deede Weithorn)
(Legislative Tracking: Office of the City Attorney)
(Memorandum & Resolutions)
2.
2
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City of Miomi Beqch, .l700 Convention Center Drive, Miomi Beoch, Florido 33,l39, www.miomibeochfl.gov
OFFIGE OF THE CITY AITORNEY
RAUI J. AGUILA, CITY ATTORNEY
TO:
FROM:
COMMISSION MEMORANDUM
MAYOR PHILIP LEVINE
MEMBERS OF THE CIry COMMISSION
CITY MANAGER JIMMY MORALES
RAUL J. AGUILA W.1}'
CITY ATTORNEY
DATE: SEPTEMBER 30, 2015
SUBJECT: INCREASING STRINGENCY OF CIry OF MIAM! BEACH ETHICS LAWS
BY AMENDING CITY CODE CHAPTER 2, ARTICLE VII "STANDARDS OF
CONDUCT", DIVISIONS 5 THEREOF, TO PROHIBIT AS OF JANUARY 1,
2016 MEMBERS OF THE CITY COMMISSION AND CANDIDATES
SEEKING SUCH OFFICE FROM DIRECTLY OR INDIRECTLY SOLICITING,
ACCEPTING OR DEPOSITING CAMPAIGN CONTRIBUTIONS FROM A
VENDOR, LOBBYIST ON A PROCUREMENT ISSUE, REAL ESTATE
DEVELOPER OR LOBBYIST ON A REAL ESTATE DEVELOPMENT
ISSUE.
Pursuant to the request of City Commissioner Jonah Wolfson, the attached ordinance has
been drafted for the purpose of strengthening the City of Miami Beach's Code of
Conduct's ethical standards for the City's elected officials and candidates seeking said
Offices.
Specifically, the attached Ordinance amends City Code Chapter 2, Article Vll, Division 5
entitled "Campaign Finance Reform" by codifying substantive changes which will
establish stricter ethics laws than currently exist under State or County ethics codes by
providing that commencing January 1, 2016, members of the City Commission and any
candidate seeking such Office shall be prohibited from directly or indirectly soliciting,
accepting or depositing a campaign contribution, from a "vendor", "lobbyist on a
procurement issue", "real estate developer" or "lobbyist on a real estate development
issue", as said terms are defined in Chapter2, Article Vll, Division 5 of the Miami Beach
City Code.
This amendment to the City's ethics laws serves to augment the City's intent of good
government, and will once more place the City of Miami Beach at the forefront of local
ethics legislation.
F:\ATTO\AGUR\RESOS-ORD\201s-Amending City Code Ch 2 Article Vtt Div 5\Finat Memo.docx
Aqenda ltem nsDDateW3
ORDINANCE NO.
AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF
THE CIry OF MIAMI BEACH, FLORIDA, AMENDING MIAMI
BEACH CITY CODE CHAPTER 2 "ADMINISTRATION",
ARTICLE VII "STANDARDS OF CONDUCT", DIVISION 5..CAMPAIGN FINANCE REFORM", ENCOMPASSING CIry
CODE SECTIONS 2487 ..PROHIBITED CAMPAIGN
CONTRIBUTIONS BY VENDORS", CITY CODE SECTION 2.488..PROHIBITED CAMPAIGN CONTRIBUTIONS BY LOBBYISTS
ON PROCUREMENT ISSUES", CITY CODE SECTION 2.489..PROHIBITED CAMPAIGN CONTRIBUTIONS BY REAL ESTATE
DEVELOPERS", AND CITY CODE SECTION 2490..PROHIBITED CAMPAIGN GONTRIBUTIONS BY LOBBYISTS
ON REAL ESTATE DEVELOPMENT ISSUES", BY PROVIDING
THAT COMMENCING JANUARY 1, 2016 MEMBERS OF THE
CITY COMMISSION OR CANDIDATES FOR SAID OFFICES
SHALL BE PROHIBITED FROM EITHER DIRECTLY OR
INDIRECTLY SOLICITING, ACCEPTING OR DEPOSITING ANY
CAMPAIGN CONTRIBUTION REGARDING CITY ELECTED
OFFICE FROM A VENDOR, LOBBYIST ON A PROCUREMENT
ISSUE, REAL ESTATE DEVELOPER, OR LOBBYIST ON A
REAL ESTATE DEVELOPMENT ISSUE; PROVIDING FOR
REPEALER, SEVERABILIry, CODIFICATION, AND AN
EFFECTIVE DATE.
WHEREAS, as reflected by its prior adoption of legislation on the issue of
Campaign Finance Reform, the Miami Beach City Commission has found and
determined that legislation is necessary for the preservation of the integrity of
representative democracy in the City of Miami Beach in order to prevent the
appearance of undue influence and access to candidates and elected officials by
contributors, and to address the potential for abuse associated with certain
campaign contributions which unfairly influence elections and create the perception
that public officials may be influenced by special interests; and
WHEREAS, pursuant to concerns expressed at recent meetings of the Miami
Beach City Commission and among City residents and other members of the public
questioning the ability of City Commission members to solicit City vendors under
existing laws, the City Commission has determined that the potential (and certainly the
perception) for undue influence and granting of quid pro quo favors exists arising from
the donation of a political contribution and that the present ability of our elected officials
and candidates to solicit and accept all such donations, whether directly or indirectly,
creates an unacceptable appearance of conflict which undermines the confidence of
the public in our municipal system of representative democracy; and
4
WHEREAS, the below legislation is thus presented as an amendment to the
City's Code of Conduct in order to provide for stricter ethics laws than currently exist
under State or County ethics codes, by prohibiting members of the City Commission or
any candidate seeking such Office from directly or indirectly soliciting, accepting or
depositing a campaign contribution from those donors found to be most involved in
creating the appearance of corruption; said donors being "vendors," "lobbyists on a
procurement issue," "real estate developers" or "lobbyists on a real estate development
issue," as said terms are defined in Chapter 2, Article Vll, Division 5, Sections 2-487
through 2-490 of the Miami Beach City Code; and
WHEREAS, by narrowly tailoring this legislation as stated above, the City
Commission is pursuing its goal of re-instilling public faith and trust in the government,
while accomplishing its legitimate, compelling government interest of maintaining
public confidence in its elected officials and in avoiding appearances of public corruption
stemming from the potentially improper influence and related potential unlawful quid pro
occasioned by the solicitation and acceptance of the subject campaign contributions at
issue hereinbelow from the subject class of prohibited donors.
NOW, THEREFORE, BE IT DULY ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH AS FOLLOWS:
SECTION 1. That Miami Beach City Code Chapter 2 entitled "Administration," Article
Vll entitled "Standards of Conduct," Division 5 thereof entitled "Campaign Finance
Reform," encompassing City Code Section 2-487 "Prohibited campaign contributions by
vendors", City Code Section 2-488 "Prohibited campaign contributions by lobbyists on
procurement issues", City Code Section 2-489 "Prohibited campaign contributions by
real estate developers", and City Code Section 2-490 "Prohibited campaign
contributions by lobbyists on real estate development issues", are all hereby amended
in the following manner effective January 1, 2016, to read as follows:
Sec. 2-487. Prohibited campaign contributions by vendors.
A. General.
(1) (a) No vendor shall give a campaign contribution directly or indirectly to a
candidate, or to the campaign committee of a candidate, for the offices
of mayor or commissioner. Commencing on the effective date of this
ordinance, all proposed city contracts, purchase orders, standing orders,
direct payments, as well as requests for proposals (RFP), requests for
qualifications (RFQ), requests for letters of interest (RFLI), or bids issued
by the city, shall incorporate this section so as to notify potential vendors
of the proscription embodied herein.
5
(b) i No candidate or campaign committee of a candidate for the
offices of mayor or commissioner,
shall directlv or indirectlv solicit, accept'or deposit into such candidate's
campaign account any campaign contribution othenarise prohibited in
Section A(1Xa) above @ from a vendor. Candidates (or
those acting on their behalf), as well as members of the Citv
Commission, shall ensure compliance with this code section by
confirming with the procurement division's city records (including City of
Miami Beach website) to verjfy the vendor status of any potential donor.
ii For purposes of Subsection A(1Xb)i hereinabove. the term "indirectly
solicit" shall include, but not be limited to, those instances in which a
candidate for the offices of Mavor or Commissioner, or a member of the
City Commission, solicits campaign contributions for a political
committee, reoardless of whether said contribution is earmarked by the
donor for a particular candidate for City elected office.
(2) A fine of up to $500.00 shall be imposed on every person who violates this
section. Each act of solicitino, giving, acceptinq or depositing a contribution in
violation of this section shall constitute a separate violation. All contributions
deposited by a candidate in violation of this section shall be forfeited to the city's
general revenue fund.
(4) As used in this section: * * *
(d) The term "political committee" shall have the meaninq ascribed to
such term in Florida Statutes Ch. 106, as amended and supplemented.
Sec. 2488. Prohibited campaign contributions by lobbyists on procurement
issues.
(1) No lobbyist on a present or pending solicitation for goods, equipment or
services or on a present or pending award for goods, equipment or services prior to
or upon execution of a contract, purchase order, standing order, direct payment, or
purchasing card payment shall solicit for or give a campaign contribution directly or
indirectly to a candidate, or to the campaign committee of a candidate, for the
offices of mayor or commissioner. The term "lobbyist" shall not include those
individuals who lobby on behalf of persons and/or entities in connection with their
1 This portion of the City's Campaign Finance Laws prohibiting direct or indirect solicitation or acceptance of certain
campaign contributions, applicable to Code Sections 2-487 through and including 2-490, shall be effective as of
January 1,2016 in order to obviate issues of unlavyful retroactive legislation.
6
provision of goods, equipments or services not exceeding $1000,000 in a City of
Miami Beach fiscal year wherein city commission action is not required.
(b) i. No candidate, or campaign committee of a candidate for the offices of
mayor or commissioner, or member of the Citv Commission. shall
directlv or indirectlv solicit. accept or deposit into such candidate's
campaign account any campaign contribution othenryise prohibited in
Section (1) above @ from a lobbyist subject to the
provisions of this ordinance. Candidates (or those acting on their behalf),
as well as members of the Citv Commission. shall ensure compliance
with this code section by confirming with the city clerk's records to verify
the lobbyist status of any potential donor.
ii. For purposes of Subsection (1)(b)i hereinabove. the term "indirectly
solicit" shall include. but not be limited to. those instances in which a
candidate for the offices of Mayor and Commissioner, or a member of
the Citv Commission. solicits
campaiqn contributions for a political committee, reqardless of whether
said contribution is earmarked by the donor for a particular candidate for
City elected office.
(3) A fine of up to $500.00 shall be imposed on every person who violates this
section. Each act of soliciting, giving, acceptinq or depositing a contribution in
violation of this section shall constitute a separate violation. All contributionsdeposited by a candidate in violation of this section shall be forfeited to the
city's general revenue fund.
(5) The term "political committee" shall have the meaning ascribed to such term in
Florida Statutes Ch. 106. as amended and supplemented.
Sec. 2-489. Prohibited campaign contributions by real estate developers.
A. General.
(t) (r) No real estate developer shall give a campaign contribution directly or
indirectly to a candidate, or to the campaign committee of a candidate,
for the offices of mayor or commissioner. Commencing on the February
15, 2003, all applications for development agreements and for changes
7
in zoning map designation as well as future land use map changes shall
incorporate this section so as to notify potential real estate developers of
the proscription embodied herein
(b) i" No candidate, or campaign committee of a candidate for the offices of
mayor or commissioner, or member of the Citv Commission. shall
directlv or indirectlv solicit, accept or deposit into such candidate's
campaign account any campaign contribution othena/se prohibited in
Section A(1Xa) above @ from a real estate developer.
Candidates (or those acting on their behalf), as well as members of the
City Commission, shall ensure compliance with this code section by
confirming with the city planning department's records (including City of
Miami Beach website) to verify the real estate developer status of any
potential donor.
ii. For purposes of Subsection A(1)(b)i hereinabove. the term "indirectlv
solicit" shall include, but not be limited to, those instances in which a
candidate for the offices of Mavor or Commissioner. or a member of the
Citv Commission. solicits campaiqn contributions for a political
committee, reqardless of whether said contribution is earmarked by the
donor for a particular candidate for Citv elected office.
(2) A fine of up to $500.00 shall be imposed on every person who violates this
section. Each act of solicitinq. giving, acceptinq or depositing a contribution in
violation of this section shall constitute a separate violation. All contributions
deposited by a candidate in violation of this section shall be forfeited to the city's
general revenue fund.
(4) As used in this section: * * *
(d) The term "political committee" shall have the meanino ascribed to
such term in Florida Statutes Ch. 106, as amended and supplemented.
Sec. 2-,490. Prohibited campaign contributions by lobbyists on real estate
development issues.
(1) No lobbyist on a pending application for a development agreement with the city,
or application for change of zoning map designation or change to the city's future
land use map shall solicit for or give a campaign contribution directly or indirectly to
a candidate, or to the campaign committee of a candidate, for the offices of mayor
or commissioner.
8
(b) t No candidate, or campaign committee of a candidate for the offices of
mayor or commissioner, or member of the Citv Commission, shall
directlv or indirectlv solicit. accept or deposit into such candidate's
campaign account any campaign contribution otherwise prohibited in
Section (1) above @ from a lobbyist subject to the
provisions of this section. Candidates (or those acting on their behalf). as
well as members of the Citv Commission, shall ensure compliance with
this code section by confirming with the city clerk's and planning
department's records to verify the lobbyist status of any potential donor.
ii. For purposes of Subsection (1)(b)i hereinabove, the term "indirectlv
solicit" shall include, but not be limited to. those instances in which a
candidate for the offices of Mavor or Commissioner, or a member of the
Citv Commission, solicits campaiqn contributions for a political
committee, reqardless of whether said contribution is earmarked bv the
donor for a particular candidate for Citv elected office.
(3) A fine of up to $500.00 shall be imposed on every person who violates this
section. Each act of soliciting, giving, acceptinq or depositing a contribution in
violation of this section shall constitute a separate violation. All contributionsdeposited by a candidate in violation of this section shall be forfeited to the
city's general revenue fund.
(7) The term "political committee" shall have the meaninq ascribed to such term in
Florida Statutes Ch. 106, as amended and supplemented.
SECTION 2. REPEALER.
All ordinances or parts of ordinances in conflict herewith be and the same are hereby
repealed.
SECTION 3. SEVERABILITY.
lf any section, sentence, clause or phrase of this ordinance is held to be invalid or
unconstitutional by any court of competent jurisdiction, then said holding shall in no way
affect the validity of the remaining portions of this ordinance.
SECTION 4. CODIFICATION.
It is the intention of the Mayor and City Commission of the City of Miami Beach, and it is
hereby ordained that the provisions of this ordinance shall become and be made a part
9
of the Code of the City of Miami Beach, Florida. The sections of this ordinance may be
renumbered or re-lettered to accomplish such intention, and the word "ordinance" may
be changed to "section," "article," or other appropriate word.
SECTION 5. EFFECTIVE DATE.
This Ordinance shall take effect on January 1, 2016.
PASSED and ADOPTED this
ATTEST:
day of 2015.
PHILIP LEVINE
MAYOR
RAFAEL E. GRANADO
CITY CLERK
(Requested by City Commissioner Jonah Wolfson)
,8RiX8[i',-8ilB'
& FOR EXECUTION
-'@
Dote
Fr\ATTO\AGUR\RESOS-ORDl201s-Amending City Code Ch 2 Article Vll Oiv s\Final Oiv 5 Campaign Fin Reform Ord.docx
10
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BTACI{
OFFICE OF THE CITY ATIORNEY
RAUL J. AGUILA, CITY ATTORNEY COMMISSION MEMORANDUM
To:Mayor Philip Levine Date: September 30, 2015
Members of the City Commission
From: Raul J. Aouila ,
city Attoriey 4ilF
Subject: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA APPROVING, FOLLOWING A DULY NOTICED PUBLIC
HEARING PURSUANT TO SECTIONS 170.07 AND 170.08, FLORTDA STATUTES,
THE FINAL ASSESSMENT ROLL FOR THE SPECIAL ASSESSMENT DISTRICT
KNOWN AS THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, AND
CONFIRMING SUCH ASSESSMENTS AS LEGAL, VALID, AND BINDING FIRST
LIENS UPON THE PROPERW AGAINST WHICH SUCH ASSESSMENTS ARE
MADE UNTIL PAID.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAM! BEACH, FLORIDA, APPROVING IN SUBSTANTIAL FORM AND
AUTHORIZING THE OFFICE OF THE CITY MANAGER AND OFFICE OF THE
CITY ATTORNEY TO FINALIZE A MEMORANDUM OF UNDERSTANDING WTH
THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC., TO
STABILIZE AND IMPROVE THE LINCOLN ROAD RETAIL BUSINESS DISTRICT,
WHICH IS LOCATED WITHIN A NATIONALLY RECOGNIZED HISTORIC
DISTRICT, THROUGH PROMOTION, MANAGEMENT, MARKETING, AND OTHER
SIMILAR SERVICES; AND, lF SUCCESSFUL, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE THE MEMORANDUM OF UNDERSTANDING ON
BEHALF OF THE CIry.
A. Background
On April 15, 2015, and as sponsored by Commissioner Michael Grieco, the Mayor and City
Commission adopted Resolution No. 2015-28992, 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 Lincoln Road Business lmprovement District (the
"District"), fora term of ten (10) years, to stabilize and improve the Lincoln Road retail business
district, which is located within a nationally recognized historic district, through promotion,
management, marketing, and other similar services.
Agenda ltem
Date11
Lincoln Road BID Reso/ufions
September 30, 2015
Page 2
On May 20,2015, the Mayor and City Commission adopted Resolution No. 2015-29026, which
called for a special mail ballot election (the "Election") to be held from June 29,2015 to July 24,
2015, to determine whether a majority of the affected property owners approved the creation of
the District. The affected property owners overwhelmingly approved the creation of the District.
The results of the Election are as follows: 57 ballots were cast in favor of the creation of the
District, 3 ballots were cast in opposition to the creation of the District, 4 ballots were rejected as
improperly cast, and 12 ballots were not returned.
On July 31,2015, the Mayor and City Commission approved Resolution No. 2015-29098,
adopting the Official Election Certification of the Canvassing Board for the Election, and setting,
pursuant to Sections 170.07 and 170.08, Florida Statutes, a public hearing on September 30,
2015, 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, 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.
The following Resolutions are submitted for consideration by the Mayor and City Commission:
(1) a Resolution, sponsored by Commissioner Michael Grieco, approving the final assessment
roll for the District; and (2) a Resolution, sponsored by Commissioner Deede Weithorn,
approving in substantial form and authorizing the Office of the City Manager and Office of the
City Attorney to finalize a Memorandum of Understanding with the Lincoln Road Business
lmprovement District, lnc.
B. Requirement of a public hearing, pursuant to Chapter 170, Florida Statutes, to levy
the special assessments and approve the final assessment rol!
Pursuant to Sections 170.07 and 170.08, Florida Statues, a public hearing is scheduled for
September 30,2015 at 5:10 p.m., 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, 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.
Following the public hearing, the Mayor and City Commission shall make a final decision on
whether to levy the special assessments. At that time, the Mayor and City Commission shall
also serve as an "equalizing board" to hear and consider any and all complaints as to the
special assessments, and shall adjust and equalize the assessments on a basis of justice and
right.
When so equalized, and approved by Resolution of the Mayor and City Commission, a final
assessment roll shall be filed with the City Clerk, and the special assessments (as set forth in
the final roll) shall stand confirmed and remain legal, valid, and binding liens upon the property
against which such assessments are made, until paid. The preliminary assessment roll is
attached to the first attached Resolution as Exhibit "A".
C. Memorandum of Understanding
The Lincoln Road Property Owners Association, lnc. is in the process of incorporating a Florida
not-for-profit corporation to be known as the Lincoln Road Business lmprovement District, lnc.
(the "LRB|D") to administer the District. The City desires to enter into a Memorandum of
12
Lincoln Road BID Reso/ufions
September 30, 2015
Page 3
Understanding ("MOU") with the LRBID to set forth, among other things, the obligations of the
LRBID to administer the District, as well as the rights and obligations of the City to collect the
special assessments, conduct an annual review of the LRBID's budget and activities, and audit
the LRBID. The City also desires to enter into the MOU to ensure the LRBID's compliance with
Chapter 170, Florida Statutes; the requirements of the Uniform Special District Accountability
Act, set forth in Chapter 189, Florida Statutes; and Florida Sunshine Law, including, without
limitation, Chapter 286, Florida Statutes. The MOU authorizes the City Manager to, after
consultation with the Executive Committee of the LRBID, appoint an Authorized Representative
as a non-voting, ex officio member of the Board of Directors and Executive Committee of the
LRBID. The City Manager shall have the sole and final authority to select the City's appointee.
The MOU includes, as an exhibit, the draft articles of incorporation and by-laws of the Lincoln
Road Business lmprovement District, lnc.
The second attached Resolution approves in substantial form and authorizes the Office of the
City Manager and Office of the City Attorney to finalize the MOU and, if successful, authorizes
the Mayor and City Clerk to execute the MOU on behalf of the City.
F:\ATTO\KALN\RESOLUTIONS\Lincoln Road BID\Lincoln Road BID Memo.docx
13
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
GITY OF MIAMI BEACH, FLORIDA APPROVING, FOLLOWING A
DULY NOTIGED PUBLIC HEARING PURSUANT TO SECTIONS 170.07
AND 170.08, FLORIDA STATUTES, THE FINAL ASSESSMENT ROLL
FOR THE SPECIAL ASSESSMENT DISTRICT KNOWN AS THE
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, AND
CONFIRMING SUGH ASSESSMENTS AS LEGAL, VALID, AND
BINDTNG FIRST LIENS UPON THE PROPERry AGAINST WHICH
SUGH ASSESSMENTS ARE MADE UNTIL PAID.
WHEREAS, on April 15,2015, the Mayor and City Commission adopted Resolution No.
2015-28992, 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 Lincoln Road Business lmprovement District (the "District"), for a term of ten (10)
years, to stabilize and improve the Lincoln Road retail business district, which is located within a
nationally recognized historic district, through promotion, management, marketing, and other
similar services; and
WHEREAS, on May 20,2015, the Mayor and City Commission adopted Resolution No.
2015-29026, which called for a special mail ballot election (the "Election") to be held from June
29, 2015 to July 24, 2015, to determine whether a majority of the affected property owners
approved the creation of the District; and
WHEREAS, the affected property owners overwhelmingly approved the creation of the
District; and
WHEREAS, the results of the Election are as follows: 57 ballots were cast in favor of the
creation of the District, 3 ballots were cast in opposition to the creation of the District, 4 ballots
were rejected as improperly cast, and 12 ballots were not returned; and
WHEREAS, pursuant to Sections 170.07 and 170.08, Florida Statutes, the Mayor and
City Commission held a duly noticed public hearing on September 30, 2015 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, 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 testimony, the Mayor and City Commission voted to levy the
special assessments; and
WHEREAS, thereafter, pursuant to Section 170.08, Florida Statutes, the City
Commission 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; and
14
WHEREAS, the final assessment roll for the District is attached hereto and incorporated
herein as Exhibit "A".
NOW, THEREFORE, BE !T RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEAGH, FLORIDA, that, following a duly noticed public hearing held
on September 30, 2015 pursuant to Sections 170.07 and 170.08, Florida Statutes, the Mayor
and City Commission hereby approve the final assessment roll for the special assessment
district known as the Lincoln Road Business lmprovement District, and confirm such
assessments as legal, valid, and binding first liens upon the property against which such
assessments are made until paid.
PASSED and ADOPTED this
-
day of 2015.
Philip Levine
Mayor
ATTEST:
Rafael E. Granado
City Clerk
(Sponsored by Commissioner Michael Grieco)
APPROVED AS TO
FORM & LANGUAGE
F:\ATTO\KALN\RESOLUTIONS\Lincoln Road BID\Lincoln Road BID Final Assessment Roll Reso.docx
15
EXHIBIT "A"
PRELIMINARY ASSESSMENT ROLL
1. Folios with Lincoln Road Frontage
Folios with frontage on Lincoln Road shall be assessed at two dollars ($2.00) per
square foot. See Assessment Methodologies, attached as Exhibit "B".
No.
1
2
3
4
5
6
7II
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Propertv Address
1111 Lincoln Rd.
1100 Lincoln Rd.1
1001 Lincoln Rd.
1035 Lincoln Rd.
1031 Lincoln Rd.
1029 Lincoln Rd.
1025 Lincoln Rd.
1023 Lincoln Rd.
1036 Lincoln Rd.
1018 Lincoln Rd.
1000 Lincoln Rd.
1657 Michigan Ave.
927 Lincoln Rd.
901 Lincoln Rd.
930 Lincoln Rd.
918 Lincoln Road, #1A2
920 Lincoln Road, #2A
922Lincoln Road, #3A
910 Lincoln Rd
900 Lincoln Rd
825 Lincoln Rd
801 Lincoln Rd.
846 Lincoln Rd.
838 Lincoln Rd.
818 Lincoln Rd.
800 Lincoln Rd.
741 Lincoln Rd.
719 Lincoln Rd.
701 Lincoln Rd.
Lot S. F.Folio No. (02-3234-)Assessment
$96,000
$88,706
$32,378
$30,000
$7,500
$7,500
$9,262
$9,528
$30,000
$15,000
$33,000
$15,000
$45,000
$30,000
$30,000
$3,1 08
$2,516
$2,980
$15,000
$15,000
$45,034
$45,000
$15,000
$30,000
$15,000
$30,000
$23,452
$37,672
$30,000
48,000 018-008044,353 018-025016,189 018-007015,000 018-00403,750 018-00743,750 018-00504,631 018-00724,764 018-006015,000 002-00907,500 002-008016,500 002-00707,500 018-001022,500 018-002015,000 018-003015,000 002-02201,554 076-00101,258 076-00201,490 076-00307,500 002-02007,500 002-019022,517 007-055022,500 007-05407,500 002-035015,000 002-03407,500 002-033015,000 002-032011,726 007-049118,836 007-049015,000 000-0010
1 1 100 Lincoln Road shall be assessed based on the square footage of that portion of
the lot that lies between Lincoln Road and Lincoln Lane South.2 918, 920, and g22Lincoln Road form part of a condominium. The common areas
owned by the condominium association shall be excluded from the special assessment
district.
A-1
16
No.
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
ProperU Address
663 Lincoln Rd.3
665 Lincoln Rd.
667 Lincoln Rd.
643 Lincoln Rd.
635 Lincoln Rd.
631 Lincoln Rd.
607 Lincoln Rd.
605 Lincoln Rd., #1004
605 Lincoln Rd., #110
605 Lincoln Rd., #120
734 Lincoln Rd.
1646 Euclid
730 Lincoln Rd.
720 Lincoln Rd.
670 Lincoln Rd.
600 Lincoln Rd.
551 Lincoln Rd.
533 Lincoln Rd.
521 Lincoln Rd.
511 Lincoln Rd.
501 Lincoln Rd.
532 Lincoln Rd.
530 Lincoln Rd.
455 Lincoln Rd.
433 Lincoln Rd.
421 Lincoln Rd.
401 Lincoln Rd.s
1620 DrexelAve.6
408 Lincoln Rd.7
Folio No. (02-3234-)
219-0010
219-0020
219-0030
000-0030
005-0010
005-0020
005-0030
168-0010
168-0020
168-0030
003-0040
003-0010
003-0030
003-0020
003-0060
003-0050
005-0050
005-0060
005-0070
005-0080
005-0090
003-0100
003-0080
005-01 00
005-01 10
005-0120
072-0010
003-0070
006-0020
Assessment
$2,920
$2,930
$2,178
$21,000
$10,500
$10,500
$10,402
$6,620
$5,958
$6,438
$30,000
$30,000
$15,000
$15,000
$60,000
$30,000
$30,974
$10,500
$10,500
$10,500
$9,974
$33,000
$15,000
$9,974
$21,000
$21,000
$17,476
$14,000
$1 1 1 ,318
Lot S. F.
1,460
1,465
1,089
10,500
5,250
5,250
5,201
3,310
2,979
3,219
15,000
15,000
7,500
7,500
30,000
15,000
15,487
5,250
5,250
5,250
4,987
16,500
7,500
4,987
10,500
10,500
8,738
7,000
55,659
3 663, 665, and 667 Lincoln Road form part of a condominium. The common areas
owned by the condominium association shall be excluded from the special assessment
district.4 605 Lincoln Road is a condominium. The common areas owned by the condominium
association shall be excluded from the special assessment district.s 401 Lincoln Road is a condominium. The common areas owned by the condominium
association shall be excluded from the special assessment district.6 Only that portion of 1620 Drexel Avenue that is owned or occupied by a religious
institution and used as a place of worship or education shall be excluded from the
special assessment district. The remainder of the property is included in the special
assessment district.
'408 Lincoln Road shall be assessed based on the square footage of that portion of the
lot that lies between Lincoln Road and Lincoln Lane South.
A-2
17
2. Folios without Lincoln Road Frontage
Folios without Lincoln Road frontage shall be assessed at twenty cents ($0.20) per
square foot. See Assessment Methodologies, attached as Exhibit "B".
No. Street Address
59 1681 Lenox60 1685 Lenox61 1664 Lenox62 1666 Lenox63 1056 17 Street
64 1000 17 Street65 1680 Michigan, #1008
66 1680 Michigan, #101
67 1680 Michigan. #103
68 1691 Michigan69 1699 Jefferson70 1685 Jefferson71 1688 Meridian72 1680 Meridian73 1674 Meridian74 723 N. Lincoln Lane
75 1675 Meridian76 1672 Drexel
Lot S. F.Folio (02-32341
16,000 004-08008,000 004-07904,500 004-08507,500 004-08608,000 004-07808,000 004-07701,933 178-0010676 178-0020680 178-003076,500 004-06907,500 007-06107,500 007-062011,250 007-060011,250 007-05908,250 007-058020,563 007-052049,938 007-053066,649 000-0930
58 Folios
18 Folios
Assessment
$3,200
$1,600
$e00
$1,500
$1,600
$1,600
$387
$1 35
$1 36
$15,300
$1,500
$1,500
$2,250
$2,250
$1,650
$4,1 1 3
$9,988
$13,330
$1,363,498
$62,739
Total for properties with Lincoln Road frontage:
Total for properties without Lincoln Road frontage:
I 1680 Michigan is a condominium. The common areas owned by the condominium
shall be excluded from the special assessment district.
18
EXH!BIT "B"
ASSESSM ENT M ETHODOLOGIES
The following assessment methodologies (i.e., formulas) shall apply to properties within the
District.
1. Propertywith Lincoln Road frontage
Properties that front Lincoln Road shall be assessed at the rate of two dollars ($2.00) per
square foot of the lot size, based on the size of the ground floor only.
2. Property without Lincoln Road frontage
Properties that do not front Lincoln Road shall be assessed at the rate of twenty cents ($0.201
per square foot of the lot size, based on the size of the ground floor only.
3. Property owned or occupied by a religious institution
Property owned or occupied by a religious institution and used as a place of worship or
education shall be excluded and exempted from the proposed special assessment district.
Section 170.201(2) defines "religious institution" as any church, synagogue, or other established
physical place for worship at which nonprofit religious services and activities are regularly
conducted and carried on. lf any portion of a property owned by a religious institution is not used
as a place of worship or education, that portion of the property shall not be excluded or
exempted from the proposed special assessment district.
4. Property owned by a condominium association
Any common areas owned by condominium associations and located on the ground floor of a
condominium shall be excluded and exempted from the proposed special assessment district.
The following property addresses include common areas owned by condominium associations
and located on the ground floor: 401 Lincoln Road, 605 Lincoln Road, 663-667 Lincoln Road,
918-922 Lincoln Road, and 1680 Michigan Avenue.
5. 408 Lincoln Road and 11f 0 Lincoln Road
With respect to 408 Lincoln Road and 1110 Lincoln Road, the special assessment shall be
calculated based on the square footage of only that portion of property that lies north of Lincoln
Lane South.
B-1
19
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING IN SUBSTANTIAL
FORM AND AUTHORIZING THE OFFICE OF THE CITY MANAGER
AND OFFIGE OF THE CITY ATTORNEY TO FINALIZE A
MEMORANDUM OF UNDERSTANDING WITH THE LINCOLN ROAD
BUSINESS IMPROVEMENT DISTRICT, INC., TO STABILIZE AND
IMPROVE THE LINCOLN ROAD RETAIL BUSINESS DISTRICT,
WHICH !S LOCATED WITHIN A NATIONALLY RECOGNIZED
HISTORIC DISTRICT, THROUGH PROMOTION, MANAGEMENT,
MARKETING, AND OTHER SIMILAR SERVICES; AND, IF
SUCCESSFUL, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE MEMORANDUM OF UNDERSTANDING ON BEHALF
OF THE CITY.
WHEREAS, on April 15,2015, the Mayor and City Commission adopted Resolution No.
2015-28992, 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 Lincoln Road Business lmprovement District (the "District"), for a term of ten (10)
years, to stabilize and improve the Lincoln Road retail business district, which is located within a
nationally recognized historic district, through promotion, management, marketing, and other
similar services; and
WHEREAS, on May 20,2015, the Mayor and City Commission adopted Resolution No.
2015-29026, which called for a special mail ballot election (the "Election") to be held from June
29, 2015 to July 24, 2015, to determine whether a majority of the affected property owners
approved the creation of the District; and
WHEREAS, the affected property owners overwhelmingly approved the creation of the
District; and
WHEREAS, the results of the Election are as follows: 57 ballots were cast in favor of the
creation of the District, 3 ballots were cast in opposition to the creation of the District, 4 ballots
were rejected as improperly cast, and 12 ballots were not returned; and
WHEREAS, pursuant to Sections 170.07 and 170.08, Florida Statutes, the Mayor and
City Commission held a duly noticed public hearing on September 30, 2Q15 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, 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 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
20
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; and
WHEREAS, the Lincoln Road Property Owners Association, lnc. is in the process of
incorporating a Florida not-for-profit corporation to be known as the Lincoln Road Business
lmprovement District, lnc. (the'LRBID') to administer the District; and
WHEREAS, the City desires to enter into a Memorandum of Understanding ("MOU")
with the LRBID to set forth, among other things, the obligations of the LRBID to administer the
District, as well as the rights and obligations of the City to collect the special assessments,
conduct an annual review of the LRBID's budget and activities, and audit the LRBID; and
WHEREAS, the City also desires to enter into the MOU to ensure the LRBID's
compliance with Chapter 170, Florida Statutes; the requirements of the Uniform Special District
Accountability Act, set forth in Chapter 189, Florida Statutes; and 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
hereto as Exhibit "A".
NOW, THEREFORE, BE IT 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 Office of the City Manager and Office of the City
Attorney to finalize a Memorandum of Understanding with the Lincoln Road Business
lmprovement District, lnc., to stabilize and improve the Lincoln Road retail business district,
which is located within a nationally recognized historic district, through promotion, management,
marketing, and other similar services; and, if successful, the Mayor and City Commission
hereby authorize the Mayor and City Clerk to execute the Memorandum of Understanding on
behalf of the City.
PASSED and ADOPTED this
-
day of 2015.
Philip Levine, Mayor
ATTEST:
Rafael E. Granado, City Clerk
(Sponsored by Commissioner Deede Weithorn)
APPROVED AS TO
FORM & LANGUAGE
F:\ATTO\KALN\RESOLUTIONS\Lincoln Road BID\Lincoln Road BID MOU Reso.docx
21
MTVTONaNDUM OF UwoBRSTANDING
BnrwnnN Tnp Crrv or MLqlvIt BrA.cn, Fr,onma AND THE LrNcor,x Roan BusrxBss
InrpRor,,nMENT DrsrRrcr, INC.
day of
This Memorandum of Understanding ("re]q") is hereby entered into as of the
, 2015, 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 "QS"), and the Lincoln Road Business
Improvement District, Inc., a Florida not-for-profit corporation with principal offices at 801
Arthur Godfrey Road, Suite 600, Miami Beach, Florida 33140 (the "BEID") (collectively, the
City and the LRBID may hereinafter be referred to as the "@1[!9g").
Rrcrra.r,s
WHEREAS, on April 15,2015, the Mayor and City Commission of the City of Miami
Beach adopted Resolution No. 2015-28992, creating, pursuant to Chapter 170, the Florida
Statutes, and subject further to the approval of a majority of the affected property owners, a
special assessment district to be known as the Lincoln Road Business Improvement District (the
"M!"), for a term of ten (10) years, to stabilize and improve the Lincoln Road retail business
district, which is located within a nationally recognized historic district, through promotion,
management, marketing, and other similar services; and
WHEREAS, the District is bounded on the west by Alton Road; on the east by
Washington Avenue; on the north by lTth Street; and on the south by Lincoln Lane South;
provided, however, that the following properties are excluded and exempted from the District: (i)
residential properties; (ii) properties owned or occupied by a religious institution and used as a
place of worship or education (as defined in Section T70.20L(2), Florida Statutes); and (iii)
common areas owned by condominium associations; and
WHEREAS, on May 20,2015, the Mayor and City Commission adopted Resolution No.
2015-29026, which called for a special mail ballot election (the "Election") to be held from June
29, 2015 to July 24, 2015 to determine whether a majority (50% plus one) of the affected
property owners approved the creation of the District; and
WHEREAS, the affected property owners overwhelmingly approved the creation of the
District; and
WHEREAS, the results of the Election are as follows: fifty-seven (57) ballots were cast
in favor of the creation of the District, three (3) ballots were cast in opposition to the creation of
the District, four (4) ballots were rejected as improperly cast, and twelve (12) ballots were not
returned. A copy of the Official Election Certification of the Canvassing Board is attached hereto
as Exhibit "A"; and
WHEREAS, on July 31,2015, the Mayor and City Commission approved Resolution No.
2015-29098, adopting the Official Election Certification of the Canvassing Board for the
Election, and setting, pursuant to Sections 170.07 and 170.08, Florida Statutes, a public hearing
22
on September 30, 2075, 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, 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 duly noticed hearing on September 30, 2015, 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; and
WHEREAS, the LRBID was organized by filing Articles of Incorporation (the
2015"@") with the Secretary of State of the State of Florida on
(File No. ); and
WHEREAS, the LRBID shall apply for a tax exemption under Section 501(c)(6) of the
Internal Revenue Code; and
WHEREAS, the City and the LRBID desire to enter into this MOU to set forth the
obligations of the Parties with respect to the administration of the District.
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 apart of this MOU.
2. Purpose. The purpose of the LRBID is to: (i) stabilize and improve the Lincoln
Road retail business district, which is located within a nationally recognized historic
district, through promotion, management, marketing, and other similar services; (ii)
represent and advocate for the property owners and business owners located within
the boundaries of the District; (iii) promote and encourage the continued
development of a diverse, vibrant and pedestrian-friendly Lincoln Road mixed-use
neighborhood, thereby providing a dynamic setting for businesses, the visiting
public, arts and entertainment, as well as area residents; (iv) serve as a cultural and
civic hub for the community and foster a spirit of cooperation and maintenance of
high standards of quality among its members; and (v) bring transformative projects
into the District. A certified copy of the filed Articles of Incorporation and a draft of
the Bylaws that will be presented for adoption by the first Board of Directors of the
LRBID are attached hereto and incorporated herein as Composite Exhibit "B".
3. Scope of Services. In consideration of the revenue generated by the District from
special assessments, the LRBID shall 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".
23
4.
5.
6.
7.
8.
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 LRBID, the exercise of any of
the provisions in Section 13 of this MOU, or upon agreement of the Parties.
City's Authorized Representative. The City Manager shall, after consultation with
the Executive Committee of the LRBID, appoint an Authorized Representative as a
non-voting, ex-fficio member of the Board of Directors and Executive Committee
of the LRBID. Notwithstanding the foregoing sentence, the City Manager shall
have the sole and final authority to select the City's appointee.
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 September I 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
October I of each year. Payments shall be made payable to the Finance
Director of the City, or the Finance Director's designee. Notwithstanding
the provisions of this paragraph, for the first fiscal year following the
creation of the District (October l, 2015 - September 30, 2016), the City
shall invoice each affected property owner by November 1, 2015, and the
assessment shall be payable to the City by December l, 2015.
b. The City shall remit the assessments collected to the LRBID.
c. Installments 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 LRBID may elect to
transfer the responsibility to collect the assessments from the City to the
Miami-Dade County Property Appraiser, provided that LRBID must first
notify the City in writing of such election on or before April I of the
preceding fiscal year.
Reimbursement of City's Expenses. LRBID shall reimburse the City for any actual
out-of-pocket expenses incurred by the City in the course of collecting unpaid
assessments, including, without limitation, the cost of recording liens, court costs,
and filing fees. The LRBID shall also reimburse the City for its actual costs of
postage and mailing supplies for invoices and any other notices.
Budget. The LRBID shall not have the power to expend funds or obligate the City
for any amount in excess of that provided for in the current budget of the LRBID,
except that the LRBID may enter into contractual commitments scheduled in years
following the then current fiscal year. Any such commitment shall be binding upon
24
9.
10.
11.
12.
13.
the LRBID and shall be included in the budget of the LRBID in any and all fiscal
years in which any payments required to be made thereunder shall become due and
payable. Annually, on or before August 1, the LRBID 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 LRBID 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.
The LRBID shall operate within, and be bound by, the budget as approved by the
City Commission; provided, the City Commission's review and approval of the
LRBID's budget shall be limited solely to a determination of the legality of the
expenditures.
Annual Report to the Malzor and City Commission. Annually, on or before August
1, the LRBID shall, upon request of the City Manager or the City Manager's
designee, provide the City with an annual report detailing the LRBID's activities
during the preceding fiscal year.
Uniform Special District Accountability Act. The Parties acknowledge and agree
that the LRBID is a special district as defined in the Uniform Special District
Accountability Act, which is set forth in Chapter 189, Florida Statutes. As such, the
LRBID shall comply with all applicable requirements of Chapter 189, Florida
Statutes, as may be amended from time to time. The LRBID's compliance with
Chapter 189 is a material term of this MOU.
Sunshine Law. All meetings of the Executive Committee, Board of Directors, or
general membership of the LRBID shall be publicly noticed and open to the public,
pursuant to Chapter 286, Florida Statutes, as may be amended from time to time.
Public Records Law. The LRBID shall be subject to Florida Public Records Law
including, without limitation, Chapter 119, Florida Statutes, as may be amended
from time to time.
Termination for Cause. If the LRBID shall fail to fulfill in a timely manner, or
otherwise violates, any of the covenants, agreements, or stipulations material to this
MOU, the City, through its City Manager, shall thereupon have the right to
terminate this MOU for cause. Prior to exercising its option to terminate for cause,
the City shall notify the LRBID of its violation of the particular term(s) of this
MOU, and shall grant LRBID thirty (30) days to cure such default. If such default
remains uncured after thirty (30) days, the City may terminate this MOU without
further notice to LRBID. Upon termination, the City shall be fully discharged from
any and all liabilities, duties, and terms arising out of, or by virtue of, this MOU.
Notwithstanding the above, the LRBID shall not be relieved of liability to the City
for damages sustained by the City by any breach of the MOU by the LRBID. The
City, at its sole option and discretion, shall be entitled to bring any and all
legal/equitable actions that it deems to be in its best interest in order to enforce the
25
14.
City's right and remedies against the LRBID. The City shall be entitled to recover
all costs of such actions, including reasonable attomeys' fees.
Indemnification. The LRBID 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 LRBID, its officers, employees, agents, contractors,
or any other person or entity acting under the LRBID's control or supervision, in
connection with, related to, or as a result of the LRBID's performance of the
services pursuant to this MOU. To that extent, the LRBID shall pay all such claims
and losses and shall pay all such costs and judgments which may issue from any
lawsuit arising from such claims and losses, and shall pay all costs and attorneys'
fees expended by the City in the defense of such claims and losses, including
appeals. The provisions of this Section and of this indemnification shall survive
termination or expiration of this MOU.
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 LRBID and the City expressly waive any rights
either party may have to a trial by jury of any civil litigation related to or arising out
of this MOU.
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 LRBID hereby expresses its
willingness to enter into this MOU with the LRBID'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
LRBID hereby agrees that the City shall not be liable to the LRBID 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.
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 168.28, Florida Statutes.
Audit and Inspections. Upon reasonable verbal or written notice to the LRBID, and
at any time during normal business hours (i.e. 9:00 am - 5:00 pm, Monday through
15.
t6.
17.
26
18.
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, andlor 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 andlor records relating to all matters covered by this
MOU. The LRBID shall maintain any and all such records at its place of business at
the address set forth in the 'Notices" section of this MOU. In addition to the
provisions in this Section, the LRBID shall also comply with the audit and reporting
requirements set forth in Chapter 189, Florida Statutes.
Independent ContractorA.,lo Joint Venture. This MOU shall not constitute or make
the Parties a partnership or joint venture. For the purposes of this MOU, the LRBID
shall be deemed to be an independent contractor, and not a partner, agent, agency,
department, or ad hoc committee of the City. No agent or employee of LRBID shall
attain any rights or benefits under the Civil Service or Pension Ordinance of the
City, or any right generally afforded classified or unclassified employees, including
annual leave and sick day accrual. Further, no agent or employee of LRBID shall be
deemed entitled to Florida Worker's Compensation Benefits as an employee of the
City or accumulation of sick or annual leave.
Notices. All notices and communications in writing required or permitted
hereunder, shall be delivered personally to the representatives of the LRBID and the
City listed below, or may be mailed by U.S. Certified Mail, retum receipt requested,
postage prepaid, or by a nationally recognized ovemight delivery service.
Unless changed by notice in writing, all such notices and communications shall be
addressed as follows:
To LRBID: Lincoln Road Business Improvement District, Inc.
clo Ozzie Dominguez
801 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
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.
19.
6
27
20.
2t.
22.
Chanees 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.
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.
Entirety of Agreement. The City and LRBID 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 Page to FollowJ
28
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on
the day first above written.
CITY OF MIAMI BEACH, FLORIDA
ATTEST:
By:By:
Rafael Granado, City Clerk Philip Levine, Mayor
LINCOLN ROAD BUSINESS
IMPROVEMENT DISTRICT, INC.
By:
Steven Gombinski, President
Print Name/Title
By:
29
EXHIBIT "A"
Official Election Certification of the Canvassing Board
A-l
30
-lli.Jql-5--
'
SPEGIAL MAIL BALLOT ELECTION HELD IN THE CITY OF MIAMI BEACH
FROTUIJUNE 29,2015 TO JULY 24,2015,
TO DETERMINE WHETHER A TUAJORITY OF THE AFFECTED PROPERTY OWNERS
APPROVE THE CREATION OF A SPEGIAL ASSESSMENT DISTRICT
TO BE KNOWN AS THE
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT
**OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD*-
STATE OF FLORIDA)
couNw oF MIAMI-DADE)
We, the undersigned, Raul J. Aguita, City Attorney, Nick Kallergis, As_sistant City
Attorney, and R;fael E. Granado, City Clerk, constituting the Canvassing Board for the
Special
- Mail Ballot Election to approve the creation of the Lincoln Road Business
lmprovement District, do hereby certity that we met on the 24th day of July 2015, and
proceeded to publicly count the votes cast.
We do hereby certify the results as follows:
Shall a special assessment district known and designated as the Lincoln
Road Business lmprovement District (the "District") be created for a term of
ten (10) years, with an estimated annual budget of $1,426,237, to stabilize and
impiove-the Lincotn Road retail business district, which is located within a
nailonally recognized historic distract, through promotion, management,
marketing, and other similar services, which district is to be funded by
speciat assossments against benefited properties?
YES VOTES 57
NO VOTES 3
UNRETURNED BALLOTS 13
REJECTED BALLOTS 4
Date: July 24,2015
&o
J Aguila, City AttomeY
F.\CLER\CtER\OOo_ELECT|ON\O0O_LtNCOLN ROAD 8rD ETECTTON\CANVASSING\OFFICIAL CERTIFICATION RESULTS REG.Docx
31
Composite Exhibit "B"
Articles of Incorporation and
Draft of the Bylaws
B-1
32
ARTICLES OF INCORPORATION
OF
LINCOLN ROAD 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 of LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, [NC.
(hereafter referred to as the "Corporation"), in compliance with Chapter 617, Florida
Statutes, the Florida Not For Profit Corporation Act (the "Acf'\.
ARTICLE I
ORGANIZATION
I .l Name:
The Corporation shall be known as Lincoln Road Business Improvement District, Inc.
1.2 Offices:
The principal offices of the Corporation shall be located in the State of Florida at such
place or places as the Board of Directors may from time to time, designate. The initial
principal office and mailing address of the Corporation shall be located in care of Lincoln
Road Property Owners Association, Inc., 801 Arthur Godfrey Road, Suite 600, Miami
Beach, Florida, 33140, Attn: Ozzie Dominquez.
ARTICLE II
PURPOSES
The purposes for which the Corporation is organized is to stabilize and improve the
Lincoln Road retail business district in the City of Miami Beach, Florida, which is
located within a nationally recognized historic district (the "Districf'), through
promotion, management, marketing and other related services. The District is located
within the City of Miami Beach, Florida, and is bounded on the west by Alton Road; on
the east by Washington Avenue; on the north by 17th Street; and on the south by Lincoln
Lane South; 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
170.20I(2), Florida Statutes), and (3) common areas owned by condominium
associations. The District is a special assessment district created pursuant to Chapter
170. Florida Statutes, and was approved by majority vote of the property owners located
within those boundaries in the election held from June 19, 2015 through July 24,2015, in
accordance with Resolution 2015-28992 approved by the City Commission of the City of
Miami Beach, Florida on April 15,2015.
In furtherance of those purposes, the Corporation shall, without limitation, conduct or
support the following activities:
33
1) To represent and act as an advocate for the business owners and property owners
located within the boundaries of the District;
2) To stabilize and improve the
diverse, vibrant, pedestrian-friendly,
appropriate setting for businesses, the
area residents;
continued development and maintenance of a
mixed-use neighborhood, thereby providing an
visiting public, arts and entertainment, as well as
3) To promote the District to serve as a cultural and civic hub for the community;
4) To encourage a spirit of cooperation and maintenance of high standards among its
members; and
5) To be an integrating force to bring transformative projects into the District.
The Corporation shall be limited in all events to exempt purposes described in Section
501(c)(6) of the Internal Revenue Code of 1986 (hereinafter, frte "Code", which term
shall include the corresponding section of any future federal tax code). The Corporation
may engage only in activities that are either permitted or not prohibited under the laws of
the State of Florida, including Chapter 170, Florida Statutes, and laws of the United
States of America, as such laws are amended from time to time, and that constitute
activities in furtherance of such exempt purposes.
ARTICLE III
TAX EXEMPT STATUS
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 pu{pose 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 from
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.
The Corporation shall be entitled to make distributions to another not-for-profit entity
which is qualified as an exempt organization under Section 501(c)(6) of the Code.
34
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 used or distributed as proved by law to one or more not-for-profit
organizations or the City of Miami Beach, Florida (as determined by the Corporation), as
described in the Code. Any such assets not so disposed of shall be disposed by the
Circuit Court of Miami-Dade County, Florida, exclusively for such purposes or to such
organizations, as said court shall determine, which are organized and operated
exclusively for such purposes.
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 a9a3@) 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 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 shall have perpetual existence.
ARTICLE V
BY.LAWS
The initial By-Laws of the Corporation shall be adopted by the first 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.
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 of the Corporation shall be elected by the Incorporator.
35
ARTICLE VII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each person who acts as a director or officer of the Corporation shall be indemnified as
and to the extent, provided in the By-Laws of the Corporation.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The mailing address of the initial registered office of the Corporation is c/o Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A., Museum Tower, 150 West Flagler
Street, Suite 2200, Miami, Florida, 33130. The name of the initial registered agent at this
office is Stuart D. Ames. 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 of
Incorporation is Steven Gombinski, whose address is 3737 Collins Avenue, Suite 1504,
Miami Beach, Florida, 33140.
The undersigned Incorporator has executed these Articles of Incorporation as of
September _,2015.
Steven Gombinski, Incorporator
36
ACCEPTANCE OF APPOINTMENT
As
REGISTERED AGENT
Having been named as registered agent for the above-named corporation at the
place designated in these Articles of Incorporation, I hereby accept the appointment as
registered agent and agree to act in this capacity. I further agree to comply with the
provisions of all statutes relating to the proper and complete performance of my duties,
and I am familiar with and accept the obligations of my position as registered agent as
provided for in Chapter 617, Florida Statutes.
Stuart D. Ames, Registered Agent
Dated: September _, 2075
42000.0001 #4454197 v5
9116/2015 3:04 PM
37
As adopted by the Board of Directors of the Corporation on September , 2015
BY.LAWS
of
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
(A Florida Not-for-Profit Corporation)
Section 1. Definitions. Purposes and Powers.
1.1 Name. The name of this Corporation shall be LINCOLN ROAD BUSINESS
IMPROVEMENT DISTRICT, 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 below will have the following meanings
unless otherwise required by the context in which they may be used:
1.2.1 "Act" means the Florida Not for Profit Corporation Aet, Chapter 617,
Florida Statutes.
1.2.2 "Authorized Owner Representative" means, at any time, a natural person
who at such time has been designated in writing to the Corporation by a Member as the person
who is authorized to represent such Member in all matters either relating to or affecting the
Corporation, including but not limited to voting; provided that such person is an executive
officer, shareholder, partner or manager with direct operational responsibility for the business of
the Member conducted on such property.
1.2.3 " " mears, 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 District as the person who is authorized to represent such
tenant or operator in all matters either relating to or affecting the Corporation; provided such
person is an executive officer, shareholder, partner or manager with direct operational
responsibilrty for the business of the of such tenant or restaurant operator conducted in the
District.
1.2.4 "Articles of Incorporation" means the Articles of Incorporation of the
Corporation filed with the Department of State of Florida on the _ day of September, 2015,
and any amendments thereto.
1.2.5 "Poard of Directors" means the Board of Directors of the Corporation
elected as provided in these By-Laws.
1.2.6 "Code" means the Internal Revenue Code of 1986, as amended, or the
corresponding provision of any future United States Internal Revenue Law.
1.2.7 "Corporation" means Lincoln Road Business Improvement District, Inc., a
Florida not-for-profit corporation.
1.2.8 "Director" means an individual who is a member of the Board as
described in Section 4.
38
1.2.9 "District" has the meaning specified in the Articles of Incorporation.
1.2.10 "Entire Board" means, at any time, the total number of then authorized
Directors, assuming no vacancies.
l.2.ll "Executive Committee" means the committee of the Board constituted as
provided in Section 5.1 .
1.2.12 "Majorit)r" means in excess of 50 percent of the applicable total number.
1.2.13 "Member" means an individual or entity who/which qualifies as a Member
in accordance with Section 3.
7 .5.r.
1.2.14 "Officer" means one or more of the positions described in Section 7.
1.2.15 "President" means the President of the Corporation as set forth in Section
1.2.16 "state" means the State of Florida.
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: (i) promote and foster the District as a center of culture and commerce
in the City of Miami Beach, Florida; (ii) to represent and act as an advocate for the business
owners and property olrffrers located within the boundaries of the District; (iii) to stabilize and
improve the District through marketing, management, promotion and other similar services; and
(iv) to pursue any other lawful activity either permitted or not prohibited by Chapter 170 of the
Florida Statutes, as amended frorn time to time, or other applicable Florida law. 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.
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.
39
(b) Notwithstanding any other provision of the Articles of Incorporation or
these By-Laws, the Corporation shall not conduct or carry on 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 the dissolution of the Corporation, the Board, after paying or making 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 such organization or organizations, which are exempt under
Section 501(c)(6) of the Code and are engaged in activities of the type described in Section 1.3,
including the City of Miami Beach, Florida. Any assets not so disposed of shall be disposed of
by a court of competent jurisdiction exclusively for such purposes, or to such organization or
organizations organized and operated exclusively for such purposes! as said court determines.
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 without 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 real property
located in the District except for owners ofl (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 l70.2ol(2), Florida Statutes); and (iii) coilrmon areas owned by condominium
associations.
3.2 Votinq Rights. Eaoh 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 Mernber. Only owners of real property located within
the District who are .rrr.ni in payment of their District tax assessments shall be entitled to vote.
Voting by proxy and by absenteeiballot shall be permissible in any election of Directors or on
any other matter to be voted upon by Members entitled to vote.
3.3 Meetinss of \4embers. 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. Only voting Members shall be entitled to notice of the annual meeting. 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 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 @0%) of
J
40
the voting Members present in person, or represented by proxies and absentee ballots, at the
meeting.
3.4 Telephonic Participation in a Meetine. One or more Members (including
Authorized Owner Representatives) may participate in a meeting of Members by means of a
conference telephone or similar 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.
Section 4. Board of Directors.
4.1 General Powers. All of the business and affairs of the Corporation shall be
managed by, and under the direction of, the Board in a manner consistent with the Act, these
By-Laws and other applicable laws and regulations. The Board shall make appropriate
delegations of authority to the Officers.
4.2 Qualifications of Directors. Directors need not be residents of the State or
Members; provided that each Director shall be at least eighteen (18) years of age at the time of
election.
4.3 Number and Classification of Directors. The Board shall consist of eleven (11)
voting Directors and up to five (5) ex fficio, non-voting Directors. At least nine (9) Directors
must be Members or Authorized Owner Representatives, and up to two (2) Directors 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 th-oir 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 offrce or death. At each annual election, the successors to the class of Directors
whose temrs 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 fficio
Director, except the City's Authorized Representative (as defined in Section 4.4(b) herein),
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-fficlo Director. For example, if the Executive
Director's employment with the Corporation terminates for any reason whatsoever, he shall
cease being an ex fficio Director.
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 fficio Directors shall be composed of:
(a) The Executive Director of the Corporation;
41
(b) The City's Authorized Representative, 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; and
(c) Three (3) other persons appointed by the Executive Committee.
4.5 Election of Directors.
4.5.1 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.
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 "Inspectors 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 to serve 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 forty-five (45) days prior to the annual meeting
of Members, the Nominating Committee shall meet and consider nominations for the position of
Director. No person shall be nominated by the Nominating Comrnittee unless the Nominating
Committee shall have first obtained that person's consent in writing to run if nominated and to
serve if elected.
(a) Nominations for Directors also may be made by a petition of the
Members delivered to the Secretary/Treasurer of the Corporation not later than thirty (30) days
prior to the annual meeting and signed by fifteen (15) Members. Such a petition shall bear the
written acceptance of the person so nominated. The nominations contained in such petition shall
be included in the ballot for the ailnual meeting.
(b) No latei 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 entitled to vote, 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 hand, shall be turned over to the Inspectors of Election. The Inspectors of Election
shall verifu 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
5
42
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 shall serve 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 limitation is waived by a
majority of the members of the Executive Committee; provided, however, that, subject to the
limitation in Section 4.14, aperson who is elected by the Board to fill a vacancy on the Board,
who will serve to the next annual meeting may serve for up to two (2) consecutive three-year
terms thereafter. After being off the Board for one (1) year, a former Director shall again be
eligible for nomination and election to the Board. The provisions of this paragraph shall not
apply to the City's Authorized Representative.
4.7 Regular Meetinss. Regular meetings of the Board shall be held not less than
four (4) times ayear (with at least one (1) meeting in each quarter-annual period), 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) days after the election of Directors.
4.8 Special Meetings. Special meetings of the Board may be called by or at the
direction of either the President, Vice-President or Won 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 place of special meetings of the Board shall be in Miami Beach, Florida.
4.g Notice. 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 intemet website, or by telephone 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 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
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 (1i3) of the Directors actually present may adjourn the meeting from time to time
without fuither notice, until a quorum is present.
43
4.11 Manner of Acting.
4.1 1.1 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 without a Meeting. No action of the Board shall be valid
unless taken at a meeting at which a quorum is present, except that any action which may be
taken at a meeting of the Board may be taken without a meeting if consent in writing (setting
forth the action so taken) is signed by all Directors.
4.11.3 Telephonic Participation in a Meetine. One or more Directors may
participate in a meeting by means of a conference telephone or similar 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 rneeting.
4.12 Resignations and Removal. Any Director may resign from the Board at any time
by giving written notice to the President or the Secretary and, unless otherwise specified therein,
the acceptance of such resignation will not be necessary to make it effective. Any Director
other than the City's Authorized Representative may be removed from office at any time with
or without cause by a vote of two-thirds (213) of the Entire Board at a meeting called for that
specific purpose. If a Director (except for the City's Authorized Representative) is absent
without adequate reason, as determined by the President, from two (2) consecutive meetings of
the Board, such Director may be removed from offrce by a majority vote of the Entire Board.
4.13 Proxies Prohibited. A Director may not vote by proxy.
4.14 Vacancies. Any vaCancy occurring in the membership of the Board will be filled
by a majority vote of the Board, and such appointee shall serve as Director until the next annual
meeting at which time the Mernb,ers shall elect a new Director to fill the remaining unexpired
term of such Director's predecessorin office.
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.
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
44
owner within the District. The Executive Director of the Corporation and the City's Authorized
Representative shall serve as ex fficio (non-voting) members 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 as set forth by the Board
and shall appoint all committees (other than the Executive Committee) of the Corporation. The
Executive Committee shall exercise the full powers of the Board in the 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 by the Board at a duly constituted meeting. All significant
actions taken by the Executive Committee shall 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
Executive Director of the Corporation and the City's Authorized Representative, shall hold
office for a period 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 between meetings of the Board, may be filled temporarily by the President until the next
regularly scheduled meeting of the Board.
5.4 Ouorum and Voting. A majority of the members of the Executive Committee
shall constitute a quorum at any duly called meeting of the Executive Committee. The majority
vote, but in no event less than three (3), of those members of the Executive Committee present
at a meeting at which a quorum is participating shall constitute the act of the Committee.
Attendance at any meeting of the Executive Committee may be by conference telephone or
similar communicatiocs equipmsnt 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 Meetinqs. 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 intemet
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
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.
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
8
45
prescdbed 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 considered duties of the Board or the
Executive Committee. Other committees may be composed of persons who are not Directors but
shall be composed of representatives of Members. No such committee shall have the authority to
take actions prohibited to such committee by the Act. Each committee shall have two or more
members, and shall serve at the pleasure of the Executive Committee.
Section 7. Officers.
7.1 Officers. The Officers of the Corporation shall be a President, one of more Vice-
President(s), a Secretary, a Treasurer and an Executive Director 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 the Corporation. The duties of the principal
executive Officers are set forth herein. When the incumbent of an office is unable to perform
the duties thereof or when there is no incumbent of an office (both such situations referred to
thereafter as the "absence" of the Officer), the duties of the office_ will, unless otherwise
provided by the Executive Committee or these By-Laws, be performed by the next Officer set
ionh in the following sequence: President, Vice President, Secretary, Treasurer and Executive
Director.
7.2 Appointment and Tenure. All Offrcors shall be elected each year by the Board at
a meeting to be held immediately following the annual meeting ofthe Members, but in no event
later than thirty (30) days following such annual meeting. Each such Offrcer shall hold his
offrce beginning with the adjournment of such meeting of the Board and until his successor has
been duly elected and qualified, or until his emlier death, resignation or removal from office.
Officers may be elected to serve one or more successiveterms by the Board; provided, however,
that the term of the President shalt 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 Offrce of President.
7.3 Resienations and Remqyal. 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.
7.4 Vacanciqs. 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
9
46
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, shall have all the powers and be subject to all
restrictions upon the President. The Vice President shall be a voting Director and a voting
member of the Executive Committee. The Vice President shall perform such duties and have
such other powers as the Board shall prescribe or as the President may from time 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 shall have 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 out 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 as custodian of corporate funds and financial records. The Treasurer
shall be a voting Director and a voting member of the Executive Committee.
7.5.5 Executive Director. Employment of the Executive Director will be subject
to approval of the Board and will serve at the pleasure of the Board. The Executive Director will
."*" as the chief operating officer of the Corporation and as such, will devote his time,
attention, skills and efforts to the affairs of the Corporation as shall be determined by the Board.
The Executive 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 Exeoutive,Director will have the following responsibilities:
" 7.5.5.1
Committee and the Board.
Serve as an ex-fficio (non-voting) member of the Executive
7.5.5.2 Serve as an ex-fficio member of all other committees, task
forces and councils.
7.5.5.3 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.
7.5.5.4 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.
7.5.5.5 Have custody of all corporate funds and financial records
subject to the supervision and control of the Treasurer, keep full and accurate accounts of
.""iiptr and disbursements and render accounts thereof at the annual meetings of the Board, all
10
47
in accordance with the policies and procedures to be adopted by the Board regarding the custody,
disbursement and accounting of corporate funds.
7.5.5.6 Serve as the chief administrative officer of the Corporation,
including, without limitation, performance of the following duties: (a) have responsibility for the
employment, supervision and termination of employment of the Corporation's staff; (b) keep or
causing to be kept all official records of the organization, including the maintenance and control
of the budget; (c) present budget recommendations to the Board; (d) act as one 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 Board;
and (e) perform such other duties as are ordinarily incident to the position of chief operating
officer or as may be assigned by the Board or President.
7.6 Compensation. Except for the Executive Director (whose compensation shall be
set from time to time by the Executive Committee) or any other Officer whom the Board shall
determine from time to time to provide with compensation, the balance of the Officers shall
serve without compensation.
7.7 Bonds of Officers. The Board may secure the fidelity of any or all of its
Officers, employees and/or agents by bond or otherwise, on such terms and with such surety or
sureties, conditions, penalties or securities as arc required by the Executive Committee. The
premium or premiums for such bond or bonds shall be paid out of the corporate funds of the
Corporation.
:lent may delegate temporarily the powers and duties of
any Officer, in case of such Officer's absence or for any other reason, to any other Officer. In
addition, the Executive Committee may authorize the delegation by any Officer of any of such
Officer's powers and duties to any agent or employee, subject to the general supervision of such
Officer.
Section 8. Miscellaneous.
8.1 Interest of DirectorS.qnd,Qffrcers in Contracts. Any contract or other transaction
between the Corporation 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 "ConJlict
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. 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.
11
48
8.2 Contracts. The Executive Committee may authorize the Executive Director or in
the absence or unavailability of the Executive Director, any Off,rcer 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 the name 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 of the Executive Committee. In the absence
of such determination by the Executive Committee, such instruments shall be signed by either
the President, the Secretary or Treasurer and countersigned by the Executive Director.
8.4 Deposits. All funds of the Corporation shall be deposited 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 tirne to time designate, upon the terms and
conditions determined by the Executive Committee. The Executive Committee may, from time
to time, authorize the opening and keeping, with any such depository as it designates, of general
and special bank accounts or other forms of account and may make such special rules and
regulitions with respect thereto, not inconsistent with the provisions of these By-Laws, as it
deems necessary.
8.5 Grants and Gifts. The Corporation may accept any grants, contributions, gifts,
bequests, or devises for and consistent with the general puqposes, or for and consistent with any
specific pu{poses, of the Corporation. The Corporation shall comply with any applicable
conflict of interest requirements with respect to any grants that it may receive.
8.6 Books and Records. The Corporation shall keep correct and complete books and
records of account and shall also keep records of the actions of the Corporation, which records
shall be open to inspection by any Director at any reasonable time.
83 Custody of Corpolple Funds: Financial Records. The Board shall periodically
adopt formal policies and procedures regarding the custody, use, disbursement and accounting
of corporate funds. The Exeeutive 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: Accountins Election. The fiscal year of the Corporation shall end
onSeptemb.,@methodsofaccountingfortheCorporationwillbeasthe
Board determines from time to time.
8.9 Seal. The corporate seal of the Corporation shall be circular in form with the
words "Lincoln Road Business Improvement District, Inc., a corporation not for profit" in the
outer edge thereof and the year of incorporation is 2015.
8.10 Notice.
t2
49
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 transmitted by facsimile, 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.
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 the Articles of Incorporation, these By-Laws or
other applicable law, a waiver thereof in writing signed by the person entitled to such notice,
whether before or after the time stated therein, will be deemed equivalent to the giving of such
notice to such person. The attendance of a Member or Director at any meeting will constitute a
waiver of notice of such meeting, except where a Member or Director attends a meeting for the
express purposes of objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
8.ll Loans to Officers and Directors and Members Prohibited. No loans shall be
made by the Corporation to any Officer, Director or Member. 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 jointly and severally liable to the Corporation
for the amount of such loan until the repayment thereof.
8.12 Indemnification of Directors. Officers and Others.
(a) The Corporation shall defend and indemnify any Director or Officer made
a party or threatened to be made a party to any threatened, pending or completed action, suit or
proceeding
(i) Whether civil, oriminal, 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 Officgr 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 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
13
50
serving or having served at the request of the Corporation as a director, officer, employee
or agent of any other corporation, partnership, joint ventute, 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 in connection 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 in the 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 and reasonably entitled to indemnity for
such expenses which such court will deem proper.
(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 Director or Officer seeks indemnification
were properly incurred and that such Director or Officer acted in 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 no reasonable ground for
belief that such action was unlawful. Such determination shall be made either (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)bV 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.
(c) The foregoing rights of indemnification shall not be deemed to limit in any
way the power of the Corporation to indemniff under any applicable law.
8.13 Revocabiliry 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 affiliated with, or conducted under the auspices of the Corporation shall
preclude the Board from exercising tho 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.
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 effrcient 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
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.
t4
51
The power to make, alter, amend or repeal these By-Laws is vested in the Board;
provided, however, that (i) any vote of the Board to take zuch action shall be composed of not
less than five (5) Directors, and (ii) the Members entitled to vote may alter, amend or repeal
these By-Laws at any duly constituted annual or special meeting of,the Members by a vote of not
less than two-thirds (213) of all the voting Members, provided that a detailed description thereof
is included in the notice of such meeting. Any such action taken by the Members shall not be
subject to alteration, amendment or repeal by the Board.
8.16 Vote by Presidine 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, the 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 Headines. The Section and other headings contained in these
By-Laws are for reference pu{poses only and shall not 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 unenforceable at law or in equity, the remaining
provisions of this instrument shall nevertheless be and remain in full force and effect.
Section 9. Amendments to Bv-Laws.
42000.0001 #4455376v8
91912015 3:58 PM
15
52
EXHIBIT "C"
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT
ANNUAL BUDGET NARRATIVE AND SUMMARY OF SERVICES TO BE PROVIDED
1. Revenues
The revenues in the attached budget ($1,426,237) represent the total amount of the special
assessments to be collected each year.
2. Administrative and Office Expenses
Administrative and office expenses for the LRBID shall total $341,532.
o Staffing costs, including employment benefits, for two employees (an executive director
and a staff assistant) shall total $23 1,536.
o Office expenses for rent, liability insurance, supplies, postage, printing, equipment
lease(s), annual report, audit, cell phone, accounting, and consulting fees shall total
$89,996.
o Other administrative expenses including directors and officers insurance, licensing and
permitting, memberships, meeting expenses, parking and auto mileage, and travel shall
total $20,000.
3. Marketing Expensos
Marketing expenses shall total $534,200 and shall include expenditures to attract people to
Lincoln Road to shop, dine, and attend special events and holiday activities, as follows:
o Advertising e4penses (print, online, outdoor media, agency fees) shall total $354,000.
r Other marketing:costs, including email/fax service, event advertising, holiday lighting
and d6cor, printing, productiofi and design, promotions, public relations, sponsorships,
and website expenses, shall total $180,200.
4. BID District Programs
LRBID Program expenses, including holiday programs, signage, ambassador services, and
supplemental security services, shall total $550,505, as follows:
o Holiday programs, related purchases, installation and removal of decorations, technical
assistance for programs, rental of equipment for events, and costs of performing artists
and related technical crew for presentations shall total $195,500'
c-1
53
. Expenses related to signage creation, installation, and upkeep for the way-finding
program shall total $85,000.
o Ambassador services and supplemental security expenses shall total $270,000.
Total Expenses : 51,426 1237
c-2
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