HomeMy WebLinkAboutMOU between the CMB and The Lincoln Road Business Improvement District, Inc. ZC�Z� . 3 3g�2
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND
THE LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
F�B � 0 20z6
This Memorandum of Understanding ("MOU") is hereby entered into as of this day
of , 2026, by and between the City of Miami Beach, Florida, a municipal
corporation organized and existing under the laws of the State of Florida, with principal offices at
1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and the Lincoln Road
Business Improvement District, Inc., a Florida not-for-profit corporation with principal offices at
1620 Drexel Avenue, Suite 100, Miami Beach, Florida 33139 (the "LRBID") (collectively, the City
and the LRBID may hereinafter be referred to as the "Parties").
RECITALS
WHEREAS, on July 24, 2024, the Mayor and City Commission of the City of Miami Beach
adopted Resolution No. 2024-33178, renewing, pursuant to Chapter 170, the Florida Statutes,
and subject further to the approval of a majority of the affected property owners, a special
assessment district to be known as the Lincoln Road Business Improvement District (the
"DistricY'), for an additional term of ten (10) years, to stabilize and improve the Lincoln Road retail
business district, which is located within a nationally recognized historic district, through
promotion, management, marketing, and other similar services;
WHEREAS, the District is bounded on the west by Alton Road, on the east by Washington
Avenue, on the north by 17th 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 170.201(2), Florida Statutes), and (iii) common areas owned by
condominium associations;
WHEREAS, on September 11, 2024, the Mayor and City Commission adopted Resolution
No. 2024-33230, which called for a special mail ballot election (the "Election") to be held from
November 12, 2024, to December 16, 2024, to determine whether a majority (50% plus one) of
the affected property owners approved the renewal of the District;
WHEREAS, the affected property owners overwhelmingly approved the creation of the
District;
WHEREAS, the results of the Election are as follows: sixty-five (65) ballots were cast in
favor of the renewal of the District, zero (0) ballots were cast in opposition to the renewal of the
District, one (1) ballot was rejected as improperly cast, and five (5) ballots were not returned. A
copy of the Official Election Certification of the Canvassing Board is attached hereto as Exhibit A;
WHEREAS, on February 3, 2025, the Mayor and City Commission approved Resolution
No. 2025-33456, adopting the Official Election Certification of the Canvassing Board for the
Election and setting a required public hearing forApril 23, 2025, pursuant to Chapter 170, Florida
Statutes;
WHEREAS, the public hearing originally scheduled to be held on April 23, 2025 did not
occur, and on May 21, 2025, pursuant to Resolution No. 2025-33652, and in accordance with
Chapter 170, Florida Statutes, the Mayor and City Commission reset the public hearing for June
25, 2025, or as soon thereafter as the matter could be heard;
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WHEREAS, pursuant to Section 170.07 and 170.08, Florida Statutes. the Mayor and City
Commission held a duly noticed public hearing on June 25, 2025, for the owners of the property
to be assessed or any other interested persons to appear before the Mayor and City Commission
and be heard as to the propriety and advisabiliry of providing such services (and funding them
with special assessments on property), as to the cost thereof, as to the manner of payment
therefor, and as to the amount thereof to be assessed against each property so improved;
WHEREAS, following the duly noticed hearing on June 25, 2025, the Mayor and City
Commission voted to levy the special assessments;
WHEREAS, thereafter, pursuant to Section 170.08, Florida Statutes, the Mayor and City
Commission met as an equalizing board to hear and consider any and all complaints as to the
special assessments and to adjust and equalize the assessments on a basis of justice and right,
following which the Mayor and City Commission approved Resolution No. 2025-33785, approving
the final assessment roll;
WHEREAS, the LRBID was organized by filing Articles of Incorporation (the "Articles")
with the Secretary of State of the State of Florida on October 30, 2015 (Document No.
N15000010632);
WHEREAS, the LRBID is organized and operated as a business league under Section
501(c)(6) of the Internal Revenue Code;
WHEREAS, upon initial formation of the District in 2015, the City and the LRBID entered
into a Memorandum of Understanding dated November 2, 2015, to set forth, among other things,
the obligations of the LRBID to administer the District and comply with applicable laws, as well as
the rights and obligations of the City to collect the special assessments, conduct an annual review
of the LRBID's budget and activities, and audit the LRBID;
WHEREAS, on December 17, 2025, the Mayor and City Commission adopted Resolution
No. 2025-33972, authorizing this new MOU with the LRBID; and
WHEREAS, the City and the LRBID desire to enter into this MOU to set forth the
obligations of the Parties with respect to the administration of the District during the renewal term.
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
1. Recitals. The Recitals are true and correct and are hereby incorporated into and made a
part of this MOU.
2. Purpose. This MOU is intended to authorize the LRBID to carry out the purpose of the
District, which is to stabilize and improve the Lincoln Road retail business district, which
is located within a nationally recognized historic district, through promotion, management,
marketing, and other similar services, by (i) representing and advocating for the property
owners and business owners located within the boundaries of the District; (ii) promoting
and encouraging the continued development of a diverse, vibrant and pedestrian-friendly
Lincoln Road mixed-use neighborhood, thereby providing a dynamic setting for
businesses, the visiting public, arts and entertainment, as well as area residents; (iii)
serving as a cultural and civic hub for the community and fostering a spirit of cooperation
and maintenance of high standards of quality among its members; (iv) bringing
transformative projects into the District; and (v) supporting business impact initiatives. A
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certified copy of the filed Articles of Incorporation and the Bylaws adopted by the Board of
Directors of the LRBID (the "Board") are attached hereto and incorporated herein as
Composite Exhibit B.
3. Scope of Services. In consideration of the revenue generated by the District from special
assessments, the LRBID shall, at a minimum, plan, propose, and implement programs
and services for the purpose of stabilizing and improving the District through promotion,
management, marketing, and other similar se�vices such as those described in the
Budget, Budget Narrative, and Summary of Services, attached hereto and incorporated
herein as Composite Exhibit C. Each year,the proposed budget shall be adjusted to reflect
the annual three percent (3%) assessment increase authorized pursuant to Resolution
No. 2024-33178.
The LRBID shall allocate no less than fifty percent (50%)of its Annual Budget for District
Services and Programs (including, but not limited to, programming and sponsorships),
Marketing, Advertising, and Public Relations. Additionaliy, any proposed Annual Budget
that includes a decrease in the allocation to Services and Programs by an amount equal
to or greater than twenty-five percent(25%}compared to the allocation in the current fiscal
year shall be submitted to the City Manager, or designee, no less than thirty (30) days
prior to the meeting at which the Board is scheduled to consider and approve the proposed
budget.
In addition, the LRBID shall provide the following:
a. District Website. LRBID shall maintain an official District website with regularly
updated content. All content must remain publicly accessible for a minimum of
five(5)years from the date of initial publication and shall include, at a minimum:
i. Board roster(names, business affiliations, and email addresses);
ii. Approved minutes from all LRBID meetings;
iii. The current LRBID Bylaws;
iv. All annual reports, budgets, and financial statements submitted to
the City during the Term of the MOU;
v. A calendar of events; and
vi. Contact information for the President and Executive Director.
b. Communitv Outreach. The LRBID shall continue its promotional and
advertising efforts, which may include the distribution of a periodic electronic
newsletter or similar correspondence. This communication shall be sent at
least once annually to all property owners within the District(each, a"Member")
and their tenants. Content may include:
i. A directory of BID leadership with contact information;
ii. Updates on promotional strategies;
iii. News and updates on District projects, programs, and events; and
iv. Business revitalization activities, such as new or renewed leases.
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4. Te�m and Expiration Date. This MOU and the Parties' obligations hereunder shall
commence on October 1, 2025 ("Effective Date")and shail continue for a term of ten (10)
years, terminating on the earlier of: (i) the expiration or dissolution of the District, (ii) the
dissolution of the LRBID, (iii) the exercise of any of the provisions in Section 16 of this
MOU, or(iv) upon mutual written agreement of the Parties.
5. Citv's Authorized Reqresentative. The City Manager shall, after consuitation with the
Executive Committee of the LRBID (the "Executive Committee"}, appoint an individual to
serve as the City's authorized representative and liaison to the LRBID (the "City's
Authorized Representative"). For the avoidance of doubt, the City Manager shall have the
sole and final authority to select the City's Authorized Representative. The City's
Authorized Representative shall be entitled to attend all meetings of the Board and
Executive Committee, participate in discussions, and provide input on all matters under
consideration by the LRBID.The LRBID shall provide the City's Authorized Representative
with timely notice of all meetings, agendas and materials, and shall consider the input of
the City's Authorized Representative in its deliberations and decision-making processes.
6. Collection of Special Assessments. The City shall coordinate the billing and collection of
the special assessments levied to fund the District> in accordance with the following
procedures, subject to the intended transition of such services to the Miami-Dade County
Office of the Tax Collector("Tax Collector"), as permitted by applicable law:
a. Invoicinq and Pavment. Unless otherwise agreed in writing by the Parties, and
until such time as the billing and collection responsibilities in this section are
transferred to the Tax Collector, the City shall, on or before September 1 of
each year ("Invoice Date"), issue invoices by U.S. mail to each affected
property owner for payment of the annual assessment levied to fund the
District. The assessment shall be payable annually, in one installment due by
October 1 of each year. Payments shall be made to the Finance Director of the
City, or the Finance Director's designee.
b. Remittance to LRBID. The City shall, on a monthly basis, electronicaliy remit
the assessments collected to the LRBID less the City Administrative Fee and
the Reimbursable Expenses. Each remittance shall be accompanied by a
report including the total funds collected during the subject period, a list of
properties for which payments were received, and a list of any delinquent
accounts including amounts outstanding. The report shall also include
separate line items indicating the amount of the City Administrative Fee and
any Reimbursable Expenses retained by the City.
c. Liens and Enforcement. Installments not paid when due shall become due and
payabte in accordance with statutory provisions and shall constitute liens,
coequal with the liens of state, county, district, and municipal taxes, and
superior to all other liens, titles, and claims, until fully paid. Such liens shall
bear interest at the rates specified in Section 170.09, Florida Statutes, and be
enforced as prescribed by law. The City shall deliver to the LRBID an annual
delinquency report identifying all unpaid assessments and accrued interest by
November 30.
d. Transition to Miami-Dade County Tax Collector. Notwithstanding subsections
(a)through(c), the LRBID may request that the City transfer authority to invoice
and collect special assessments to the Tax Collector by notifying the City in
writing by April 1 of the fiscal year preceding the fiscal year for which collection
by the Tax Collector is to begin. Upon receipt of such notice, the City shall
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coordinate in good faith with the LRBID and the Tax Collector to facilitate the
transition, including:
i. Execution of any required interlocal agreement(s) among the City,
the Miami-Dade County Tax Collector, and the Miami-Dade County
Property Appraiser;
ii. Submission of all required parcel data and assessment roll
information;
iii. Coordination of timelines and procedures with County officials to
ensure accurate and timely inclusion of the DistricYs special
assessments on Truth in Millage ("TRIM") notices and annual
property tax bills; and
iv. Any necessary adjustments to the City's administrative
responsibilities with regard to the District to reflect the Tax
Collector's assumption of assessment collection. This includes,
without limitation, changes to the payment schedule and
reimbursement structure.
The Parties acknowledge that the Tax Collector may charge an administrative
collection fee(the"County Administrative Fee")not to exceed two percent(2%)
of the total amount collected and remitted, consistent with Section
192.091(2}(b)2, Florida Statutes, as may be amended from time to time. The
LRBID shall be solely responsible for all County Administrative Fees, and the
City shall have no obligation or liability in connection with such fees.
e. Reportinq Obliqations Post-Transition. Following the effective date of the
transition to the collection of assessments by Miami-Dade County, the LRBID
shall ensure that any reporting obligations previously fuifilled by the City are
met through alternative means acceptable to the City and consistent with state
and local requirements. The City shall have no responsibility for preparing or
submitting any such reports or otherwise fulfilling any such reporting
obligations.
f. Interim Procedures and Continqencv. If, due to delays (administrative, legal, or
otherwise), the transition to collection by Miami-Dade County cannot be
implemented by the intended fiscal year, the City shall continue to perform its
collection and remittance functions for the affected period under this MOU. The
City and LRBID shall coordinate any necessary adjustments to ensure
continuity of service and financial operations.
g. Biannual Assessment Survev and Report. Commencing in the second fiscal
year of the Term of this MOU, and every two years thereafter, by August 1, the
LRBID shall submit to the City a report(the "Biannual Assessment Survey and
Report") that includes:
i. A comprehensive inventory of all affected parcels; and
ii. An analysis of current property uses and recommendations for
assessment adjustments to reflect changes in use or
improvements, in accordance with the approved final assessment
roll.
7. Reimbursement of Citv's Expenses. In addition to the City Administrative Fee, the City
may seek and LRBID shall reimburse the City for its actual costs and out-of-pocket
expenses incurred in connection with the administration of the District ("Reimbursable
Expenses"), which shall not exceed a maximum of $5,000.00 in any given fiscal year.
These include, without limitation:
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a. Bank transfer fees
b. Administrative, or technology costs incurred in connection with implementation,
amendment, or administration of interlocal agreements related to the transition
of collection duties to the Tax Collector;
c. Costs of remitting assessments to the LRBID or coordinating with the Tax
Collector;
d. Expenses incurred in enforcing unpaid assessments (e.g. lien recording fees,
court costs, and filing fees), including periods during which the City retains any
enforcement responsibility; and
e. Other costs directly attributable to the City's role in facilitating, overseeing, or
supporting the DistricYs operations.
In the event that any individual Reimbursable Expense will cost the City $1,000.00 or
more, the City will provide the LRBID with reasonable advance notice prior to incurring the
expense.
The City may deduct Reimbursable Expenses from its monthly remittances to the LRBID
or invoice the LRBID directly. Any invoice or deduction shall include an itemized statement
for each charge, specifying the date incurred, vendor or payee (if applicable), description
of service, and amount.
Following the effective date of any transition to collection by the Tax Collector, the City
may continue to incur eligible Reimbursable Expenses for services and oversight
responsibilities retained under this MOU, including those related to annual reporting,
coordination with the Tax Collector, data compilation, and support services not assumed
by the Tax Collector. The Parties acknowledge that any such reimbursement is distinct
from, and in addition to, the City Administrative Fee.
8. Citv Administrative Fee. The service of administering the District, including assessment
coordination, District governance oversight, support for legal and procedural compliance,
and services provided to establish the District and provide support to the LRBID on an
ongoing basis, is an essential component of the DistricYs ongoing implementation and
success. Accordingly, the following provisions shall apply:
a. Fee Amount and Applicabilitv. Commencing in Fiscal Year 2 of the Term of this
MOU, the City shall assess an annual administrative fee ("City Administrative
Fee") equal to one percent (1.0%) of the total special assessments collected
by the City for the preceding fiscal year, regardless of collection method.
b. Invoicinq and Payment. The City shall retain the City Administrative Fee from
each remittance of special assessments to the LRBID.
c. No Duplication of Countv Fees. Nothing in this section shall be construed as a
duplication by the City of any collection-related administrative fee imposed by
Miami-Dade County. The City Administrative Fee described herein is imposed
for the provision of additional costs and services not assumed by Miami-Dade
County, including, but not limited to, interagency coordination, data
compilation, District oversight, and reporting compliance.
d. Waiver of City Administrative Fee. In the event that the responsibility to invoice
and collect special assessments is transferred to the Miami-Dade County Tax
Collector, whether at the request of the LRBID or on the City's own initiative,
the City Administrative Fee shall be waived for each fiscal year during which
special assessments are invoiced and collected by the Tax Collector. The City
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shall provide the LRBID with written notice at least forty-five (45) days prior to
any vote by the City Commission to request or approve such transfer. Nothing
herein shall be construed as a waiver of the City's right to seek reimbursement
from the LRBID for its expenses as provided in Section 7.
9. Budqetary Authoritv. The LRBID shall not have the power to expend funds in excess of
those provided for in the LRBID's adopted budget for the current fiscal year, except that
the LRBID may enter into contractual commitments scheduled to begin or continue in
years following the then-current fiscal year. Any such commitment shall be binding upon
the LRBID and shall be included in the budget of the LRBID in any and all fiscal years in
which any payments required to be made thereunder shall become due and payable.
Except as provided in Section 3, nothing in this MOU shall be construed as a iimitation on
the �RBID's authority to reallocate funds within its overall adopted budget.
10. Annual Reportinq to the City Manaqer. On or before August 1 of each year, the LRBID
shall submit the following documents to the City Manager and designee(s). Each
document must be approved by a resolution of the Board and posted on the District
website within ten (10) business days of submission:
a. Annual Budget. An annual budget (the "Annual BudgeY') that accurately
itemizes all estimated revenues and expenses for the upcoming fiscal year
(beginning October 1). The City's review shall be limited to the legality of
the proposed expenditures. Each Annual Budget shall include:
i. Budgeted amounts by line-item;
ii. A narrative of proposed District activities;
iii. Estimated costs by category for all planned activities;
iv. Any projected surplus or deficit in assessments to be carried over;
and
v. Anticipated non-assessment revenues and corresponding
expenses.
The LRBID shall certify, via a resolution of the Board, that the Annual
Budget complies with applicable law.
b. Annual Report. An annual report (the "Annual Report") detailing LRBID's
activities during the preceding fiscal year and documenting the extent to
which the prior year's budgeted programming was achieved. The Annual
Report shall include a narrative summary of accomplishments and
challenges.
The LRBID shall certify, via a resolution of the Board, that the Annual
Report is accurate.
c. Leasinq and Occupancv Reportinq. A leasing and occupancy report (the
"Occupancy Report")that provides current storefront occupancy data. The
Occupancy Report shall be submitted on or before August 1 of each year,
and thereafter on at least a quarterly basis. The LRBID shall also provide
an updated Occupancy Report upon request by the City Manager or
designee(s) at any time. The Occupancy Report shall include:
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i. The total number of storefronts;
ii. The status of each storefront(vacant, occupied, or under lease);
iii. The identity of tenants for occupied or leased storefronts.
d. Reportinq Upon Request. Upon reasonable written request, the LRBID
shall provide or, as applicable, shall assist the City in gathering,
performance data to support the City's economic development objectives.
Such data may include:
i. Net gain or loss in the number of businesses;
ii. Updated contact information for District members, representatives,
tenants, staff and vendors.
e. Timelv Submission; Material Obliqation. Timely and complete submission
of the Annual Budget, Annual Report, and Leasing and Occupancy
Reporting constitutes a material obligation under the MOU. Failure to
comply shall be deemed a material default.
11. Competence and Traininq. Members of the Board, who oversee and expend special
assessment revenues levied by the City of Miami Beach, shall maintain a level of competence
comparable to other South Florida non-profit business improvement districts and stay reasonably
current on federal and state laws governing nonprofit corporations and special assessment
districts under Florida law. Such competence shall include, without limitation, attending training
within sixty(60)days of election or appointment to the Board, that shall include, but not be limited
to, training that addresses: Florida's Government-in-the-Sunshine Law, set forth in Chapter 286,
Florida Statutes; and the Public Records Act, set forth in Chapter 119, Florida Statutes. Training
sessions provided by the Florida Commission on Ethics, Miami-Dade County Commission on
Ethics and Public Trust, the City of Miami Beach,or any other public entity on any of the foregoing
subjects, whether live or recorded, will satisfy the training requirement for the topics covered in
each such training session, respectively.
12. Uniform Special District Accountabilitv Act. The Parties acknowledge and agree that the
District is an independent special district as defined in the Uniform Special District Accountability
Act, which is set forth in Chapter 189, Florida Statutes. As such, the LRBID shall fulfill and comply
with all applicable requirements of Chapter 189, Florida Statutes> as may be amended from time
to time. The I.RBID's compliance with Chapter 189 is a material term of this MOU.
13. Sunshine Law. All meetings of the Board, Executive Committee, or general membership
of the LRBID shall be publicly noticed and open to the public, and meeting minutes shall be taken,
pursuant to Chapter 286, Florida Statutes, as may be amended from time to time.
14. Florida Public Records Law.
A. LRBID shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
B. The term "public records" shatl have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other materiai, regardless of the physical
form, characteristics, or means of transmission, made or received pursuant to law or
ordinance or in connection with the transaction of official business of the City.
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C. Pursuant to Section 119.0701 of the Florida Statutes, if the LRBID meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the LRBID shall:
i. Keep and maintain public records required by the City to perform the service;
ii.Upon request from the City's custodian of public records, provide the City with
a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes or as otherwise provided by law;
iii. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed,except as authorized
by law, for the duration of the contract term and following completion of the
MOU if the LRBID does not transfer the records to the City;
iv. Upon completion of the MOU, transfer, at no cost to the City, all public
records in possession of the LRBID or keep and maintain public records
required by the City to perform the service. If the LRBID transfers all public
records to the City upon completion of the Agreement,the LRBID shall destroy
any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the LRBID keeps and maintains
public records upon completion of the Agreement, the LRBID shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information
technology systems of the City.
D. REQUEST FOR RECORDS; NONCOMPLIANCE
i. A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City. If the City does not possess the
requested records, the City shall immediately notify the LRBID of the request,
and the LRBID must provide the records to the City or allow the records to be
inspected or copied within a reasonable time.
ii.LRBID's failure to comply with the City's request for records shall constitute a
breach of this Agreement, and the City, at its sole discretion, may: (1)
unilaterally terminate the Agreement; (2) avail itself of the remedies set forth
under the Agreement; and/or(3}avail itself of any available remedies at law or
in equity.
iii. A LRBID who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
E. CIVIL ACTION
i. If a civil action is filed against LRBID to compel production of public records,
the court shall assess and award against the LRBID the reasonable costs of
enforcement, including reasonable attorneys' fees, if:
ii. The court determines that the LRBID unlawfully refused to comply with the
public records request within a reasonable time; and
iii. At least 8 business days before filing the action, the plaintiff provided
written notice of the public records request, including a statement that the
LRBID has not complied with the request, to the City and to the LRBID.
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iv. A notice complies with subparagraph(i)(b)if it is sent to the City's custodian
of public records and to the LRBID at the LRBID's address listed on its contract
with the City or to the LRBID's registered agent. Such notices must be sent by
common carrier delivery service or by registered, Global Express Guaranteed,
or certified mail, with postage or shipping paid by the sender and with evidence
of delivery, which may be in an electronic format.
v. If LRBID complies with a pubfic records request within 8 business days
after the notice is sent, it is not liable for the reasonable costs of enforcement.
F. IF THE LRBID HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
LRBID'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
M1AM1 BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
15. Ethics and Conflict of Interest. The LRBID herein agrees to adhere to and be governed by
all applicable laws as it relates to ethics and conflicts of interest including, without limitation,
Chapter 112, Florida Statutes, as may be amended from time to time, Section 2-11.1 of the Code
of Miami-Dade County (the County's Conflict of Interest and Code of Ethics Ordinance), as may
be amended from time to time, and Chapter 2, Article VII of the City Code, as may be amended
from time to time (collectively, the "Conflict Statutes"), all of which are incorporated by reference
as if fully set forth herein. The LRBID covenants that, in connection with its performance of this
MOU, it presently has no interest and shall not acquire any interest, directly or indirectly, which
could constitute a conflict of interest, as described under the Conflict Statutes. The LRBID further
covenants that in the performance of this MOU, the LRBID shall not employ any person having
any such conflict of interest.
16. Termination for Cause. If the LRBID shall fail to fulfill in a timely manner, or otherwise
violates any of the covenants, agreements, or stipulations material to this MOU, the City, through
its City Manager, shall thereupon have the right to terminate this MOU for cause. Prior to
exercising its option to terminate for cause, the City shall notify the LRBID of its violation of the
particular term(s) of this MOU, and shatl grant LRBID thirty (30) days to cure such default;
provided, however, that if the default cannot be reasonably cured within such time period, and the
LRBID commences to cure the breach within such time period and in good faith continues to cure
the breach, the LRBID shall not be in breach of this Agreement. Notwithstanding the foregoing,
in no event shall such time period for cure be extended beyond ninety (90) days. If such default
remains uncured after the time period set forth above, the City may terminate this MOU without
further notice to LRBID.
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Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms
arising out of, or by virtue of, this MOU. In the event that the City terminates this MOU for cause,
and once the LRBID's outstanding financial obligations have been satisfied, all remaining
unexpended special assessment revenue shall be remitted to the City and returned by the City to
the owners of property within the District on a pro rata basis, based on each property owner's
proportionate share of the total annual special assessments due to the District.
Notwithstanding the above, the LRBID shali not be relieved of liability to the City for damages
sustained by the City by any breach of the MOU by the LRBID. The City, at its sole option and
discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its
best interest in order to enforce the City's right and remedies against the LRBID. The City shall
be entitled to recover all costs of such actions, including reasonable attorneys' fees.
17. Dissolution of the District. Should a majority of the affected property owners wish to
dissoive the District following termination of this MOU under Section 16 or otherwise, the affected
property awners may, at their discretion, submit a written request to the City to dissolve the District
and suspend any and all future special assessments in connectian with the District. Upon receipt
of such a request, the City Administration agrees to present the matter to the Mayor and City
Commission for consideration at the next regularfy scheduled City Commission meeting;
provided, however, the decision to dissolve the District and suspend future special assessments
shall rest solely with the City Commission and shall be made in its sole legislative discretion. No
such dissolution shall take effect unless and until all outstanding financial and legal obligations of
the LRBID and/or the District have been fully satisfied or otherwise addressed to the satisfaction
of the City.
18. Indemnification. The LRBID agrees to 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.
19. Choice of Law, Venue, and Waiver of Jury Trial. This MOU shall be construed in
accordance with the laws of the State of Florida. This MOU shall be enforceable in Miami-Dade
County, Florida, and 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.
20. Dispute Resolution. The LRBID may dispute any portion of the City Administrative Fee
calculation or statement of Reimbursable Expenses by submitting written notice and supporting
documentation to the City's Finance Director within thirty (30) days of receipt of such invoice or
statement of Reimbursable Expenses. The Parties shall meet promptly in good faith to resolve
11
any such disputes. if the LRBID fails to pay any undisputed amount within thirty (30) days of the
due date, the City may offset the outstanding balance against future speciai assessment
remittances.
21. Limitation of Liabilitv. The City desires to enter into this MOU only if in so doing the City
can place a limit on the City's fiability for any cause of action for money damages due to an alleged
breach by the City of this MOU. The LRBID hereby expresses its willingness to enter into this
MOU with the understanding that the City's liability shall be strictfy limited as follows:
The City shall be liable only for its failure to remit speciai assessments lawfully owed to the LRBID
and actually coliected by the City pursuant to this MOU. The total amount recoverable by the
LRBID shall not exceed the amount of special assessments collected by the City and not remitted
to the LRBID, excluding the City Administrative Fee and Reimbursable Expenses. The LRBID
expressly waives any right to recover interest, consequentiai damages, or any other amounts
beyond the assessments coilected and not subsequently remitted to the LRBID.
Accordingly, and notwithstanding any other term or condition of this MOU, the LRBID agrees that
the City shall not be liable to the LRBID for any damages or claims for breach of contract arising
out of the performance or non-performance of any obligations imposed upon the City by this MOU,
except as expressly provided herein.
Nothing contained in this section or elsewhere in this MOU is in any way intended to be a waiver
of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes.
22. Audit and Insqections. Upon reasonable verbal or written notice to the LRBID, and at any
time during normal business hours (i.e. 9:00 am — 5:00 pm, Monday through Friday, excluding
nationally recognized holidays}, and as often as the City Manager may, in his/her reasonable
discretion and judgment, deem necessary, there shall be made available to the City Manager,
and/or such representatives as the City Manager may deem to act on the City's behaff, to audit,
examine, and/or inspect, any and all other documents and/or records relating to all matters
covered by this MOU. The LRBID shall maintain any and all such records at its place of business
at the address set forth in the "Notices" section of this MOU. In addition to the provisions in this
Section, the LRBfD shall also compfy with the audit and reporting requirements set forth in
Chapter 189, Florida Statutes.
23. Inspector General.
a. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City
has established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections, and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other audit
performed by or on behalf of the City.
b. The Office of the Inspector General is authorized to investigate City affairs
and empowered to review past, present, and proposed City programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to subpoena
witnesses, administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report
concerning whether the project is on time, within budget and in conformance with the
contract documents and applicable law. The inspector General shall have the power to
audit, investigate, monitor, oversee, inspect, and review operations, activities,
performance and procurement process including but not limited to project design, bid
12
specifications, (bid/proposal) submittals, activities of the LRBID, its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the
cantract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
City Code, the City is allocating a percentage of its overall annual contract expenditures
to fund the activities and operations of the Office of Inspector General.
c. Upon ten (10) days written notice to the LRBID, the LRBID shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent
private sector auditors to audit, investigate, monitor, oversee, inspect and review
operations activities, performance and procurement process including but not limited to
project design, bid specifications, (bid/proposal} submittals, activities of the LRBID, its
officers, agents and employees, lobbyists, City staff and elected officials to ensure
compliance with the contract documents and to detect fraud and corruption.
d. The Inspector General shall have the right to inspect and copy all
documents and records in the LRBID's possession, custody or control which in the
Inspector General's sole judgment, pertain to performance of the contract, including, but
not limited to original estimate files, change order estimate files, worksheets, proposals
and agreements from and with successful subcontractors and suppliers, all project-related
correspondence; memoranda, instructions, financial documents, construction documents,
(bid/proposal) and contract documents, back-change documents, all documents and
records which involve cash, trade or volume discounts, insurance proceeds, rebates, or
dividends received, payroll and personnel records and supporting documentation for the
aforesaid documents and records.
e. The LRBID shall make available at its office at all reasonable times the
records, materials, and other evidence regarding the acquisition (bid preparation) and
performance of this MOU,for examination, audit, or reproduction, unti{three(3)years after
final payment under this MOU or for any longer period required by statute or by other
clauses of this MOU. In addition:
i. If this MOU is completely or partially terminated, the LRBID shall
make available records relating to the work terminated until three
(3) years after any resulting final termination settlement; and
ii. The LRBID shall make available records relating to appeals or to
litigation or the settlement of claims arising under or relating to this
MOU until such appeals, litigation, or claims are finally resolved;
and
iii. The provisions in this section shall apply to the LRBID, its officers,
agents, employees, subcontractors, and suppliers. The LRBID shall
incorporate the provisions in this section in all subcontracts and all
other agreements executed by the LRBID in connection with the
performance of this MOU.
f. Nothing in this section shall impair any independent right to the City to
conduct audits or investigative activities. The provisions of this section are neither
intended nor shall they be construed to impose any liability on the City by the LRBID or
third parties.
13
24. Independent Contractor/No Joint Venture. This MOU shall not constitute or make the
Parties a partnership or joint venture. For the purposes of this MOU, the LRBID shall be deemed
to be an independent contractor, and not a partner, agent, agency, department, or ad hoc
committee of the City. No agent or employee of LRBID shall attain any rights or benefits under
the Civil Service or Pension Ordinance of the City, or any right generally afforded 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.
25. Notices. All notices and communications in writing required or permitted hereunder, shall
be delivered personaliy to the representatives of the LRBID and the City listed below, or may be
mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally
recognized overnight delivery service.
Unless changed by notice in writing, all such notices and communications shall be addressed as
foilows:
To LRSID: President and Executive Director
Lincoln Road Business Improvement District, Inc.
1620 Lincoln Road, Suite 100
Miami Beach, Florida 33139
To the City: City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to: Lincoln Road Property Manager
Facilities and Fleet Management Department
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 altemate 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 properiy provided,
notice shall be sent to such alternate address in addition to any other address which notice would
otherwise be sent, unless other delivery instruction is specifically provided for by the party entitled
to notice. Notice shall be deemed given on the day on which personally served, or the day of
receipt by either U.S. certified mail or overnight delivery.
26. Chanqes and Additions. This MOU cannot be modified or amended without the express
written consent of the parties. No modification,amendment, or alteration of the terms or conditions
contained herein shall be effective unless contained in a written document executed with the same
formality and of equal dignity herewith.
27. Severabilitv. 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.
14
28. Entiretv of Aqreement. 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.
29. No Discrimination. The LRBID also accepts and agrees to comply with the following
Special Conditions:
A. �RBID hereby agrees that it will comply with Title VI I of the Civil Rights Act of 1964
(Pub. L. 88-352) (Title VII), as amended, as it appears in volume 42 of the United States
Code, beginning at Section 2000e, prohibiting employment discrimination based on race,
color, religion, sex and national origin.
B. The LRBID hereby agrees that it will comply with City of Miami Beach Human
Rights Ordinance as codified in Chapter 62 of the City Code, as may be amended from
time to time, prohibiting discrimination in employment (including independent
contractors), housing and public accommodations, public services and in connection with
its membership or policies on account of actual or perceived race, color, national origin,
religion, sex, intersexuality,gender identity, sexual orientation, marital and familial status,
age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner
status, labor organization membership, familial situation, or political affiliation.
C. The City endorses, and LRBID shall comply with, the clear mandate of the
Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents
qualified individuals with disabilities from enjoying the same employment opportunities
that are available to persons without disabilities.
D. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section
504 and prohibits discrimination on the basis of disability and requires that Grant
recipients provide equal access and equal opportunity and services without
discrimination on the basis of any disability.
30. E-Verifv. LRBID shall comply with Section 448.095, Florida Statutes, "Employment
Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify
Statute, commencing on January 1, 2021, LRBID shali register with and use the E-Verify system
to verify the work authorization status of all newly hired employees during the Term of the
Agreement. Additionally, LRBID shall expressly require that any approved sub-contractor
performing work or providing services pursuant to the MOU to likewise utilize the U.S. Department
of Homeland Security's E-Verify system to verify the employment eligibility of all new employees
hired by the subcontractor during the contract Term. If LRBID enters into a contract with an
approved subcontractor, the subcontractor rnust provide the LRBID with an affidavit stating that
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. LRBID shall maintain a copy of such affidavit for the duration of the subcontract or such
other extended period as may be required under this Agreement.
31. Prohibition on Contractinq with a Business Enqa4inq in a Bovcott. LRBID warrants and
represents that it is not currently engaged in, and will not engage in, a boycott, as defined in
Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a)of the City Code, LRBID
hereby certifies that LRBID is not currently engaged in, and for the duration of the Agreement, will
not engage in a boycott of Israel.
15
32. Prohibition on Contractinq with an Individual or Entitv Which Has Performed Services for
Compensation to a Candidate for Citv Elected Office. LRBID warrants and represents that,
within two(2)years prior to the Effective Date, LRBID has not received compensation for services
performed for a candidate for City elected office, as contemplated by the prohibitions and
exceptions of Section 2-379 of the City Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-
379 of the City Code shall not apply to the following:
A. Any individual or entity that provides goods to a candidate for office.
B. Any individual or entity that provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This includes, without
limitation, banks, telephone or internet service providers, printing companies, event
venues, restaurants, caterers, transportation providers, and office supply vendors.
C. Any individual or entity which performs licensed professional services (including
for example, legai or accounting services).
33. Prohibition Against Contractinq with Foreign Countries of Concern when an Individuai's
Personal identifyina Information Mav Be Accessed. LRBID hereby agrees to comply with Section
287.138, Florida Statutes, as may be amended from time to time, which states that as of January
1, 2024, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into,
a contract with an entity which would grant the entity access to an individual's personal identifying
information (PII), unless the entity provides the governmental entity with an affidavit signed by an
officer or representative of the entity under penalty of perjury attesting that the entity does not
meet any of the criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) the entity
is owned by a government of a foreign country of concern; (b}the government of a foreign country
of concern has a controlling interest in the entity; or(c) the entity is organized under the laws of
or has its principal place of business in a foreign country of concern (each a "Prohibited Entity"}.
A foreign country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be
amended from time to time, as the People's Republic of China, the Russian Federation, the
Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the
Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or
any other entity of significant control of such foreign country of concern. Additionally, beginning
July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity.
LRBID warrants and represents that it does not fall within the definition of a Prohibited Entity, and
as such, has caused an authorized representative of LRBID to execute the "Prohibition Against
Contracting with Entities of Foreign Countries of Concern AffidaviY', incorporated herein by
reference and attached hereto as Exhibit E.
(Signature Page to Follow]
16
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures, effective on the
day first above written.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
FEB 1 0 2026 .�.._�
By: �;�� 1
Rafael E. Granado, City Cierk
r ��,,- r , ..
Eric T. Carpenter, C' y Manager
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FOR LRBID: LINCOLN ROAD BUSINESS
IMPR�VEMENT DISTRICT, INC.
T T:
By:
Signature Lyle Stern, side
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( Date
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APPROVED AS TO
FORM & LANGUAGE
FOR EXECUTION
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17
EXHIBIT A
OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD
18
'11� 1 ��'1 tie yy k......��'+y . � E
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5
SPECIAL MAIL BALLOT EIECTION HELD IN THE CITY OF MIAMI BEACH
FROM NOVEMBER 12, 2024 TO DECEMBER 16, 2024,
TO DETERMINE WHETHER A MAJORITY OF THE AFFECTED PROPERTY OWNERS
APPROVE TNE RENEWAL OF A SPECIAL ASSESSMENT QISTRICT
TO BE KNOWN AS THE LINCOLN ROAD BUSINESS IMPROVEMENT QISTRICT
'"OFFICIAL ELECTION CERTIFICATION OF THE CANVASSING BOARD**
STATE OF FLORIDA
COUNTY OF MIAMI-OADE
We, the undersigned, Rafael E. Granado, City Clerk, Faroat Andasheva, Senior Assistant City
Attomey; and Rogelio A. Madan, Development & Resiliency Officer, Planning Department,
constit�ting the Canvassing Board for the Special Mail Ballot Election to approve the renewal of
the Lincoln Road Business Improvement Oistrict, do hereby certify that we met on the 16't'day o(
December 2024, and proceeded to publicly count the votes cast.
We do hereby certify the results as foilows:
Shall Lincoln Road Business Improvement District be renewed for an additionat 10-year
term, with estimated annual budget of $1,570,117, to stabilize and improve commercial
properties between Alton Road on the west, Washington Avenue on the east, 17"' Street
on the no�th, and Lincoln Lane South on the south, through promotion, management,
marketing, and other similar services, which District shall be funded by special
assessments against benefited properties, with assessments increasing 3% annually?
65 YES VOTES
0 NO VOTES
5 UNRETURNED BALLOTS
1 UNOERVOTE (BLANK)
CAN SSING BOARD
__.____------- _--
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Rafael E. Granado
City Clerk
��������b- a�r
Faroat Andasheva
Se r Assistant City Attorney
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/. Rogelio A Madan
Oevelopment &ResEliency Officer
Plannmg Department
Oate December 16, 2024
F.ICLERIC�ER\000 ELECTION\00000 2024 Lincoln Road BID\CANVASSING BOARD\�RBID CERTIFICATION O� ?HE
CANVASSING BOARD docz
COMPOSITE EXHIBIT B
ARTICLES OF INCORPORATION AND BYLAWS
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November 2, 2 0 25 FLORII�A DEPAR"I'ME1�I�I OF STATE
D�vision of Coiporatioi�s
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT, INC.
801 ARTHUR GODFREY RD STE 600
MIAMI BEACH, FL 33140
The Articles of Incorporation for LINCOLN ROAD BUSINESS IMFROVEMENT
DISTRICT, INC. were filed on October 30, 2015, and assigned document
number N15000010632. Please refer to this number whenever corresponding
with this office.
Enclosed is the certification requested. To be official, the
certification for a certified copy must be attached to the original
document that was electronically submitted and filed under FAX audit
number H15000259895.
To maintain "active" status with the Division of Corporations, an annual
report must be filed yearly between January lst and May lst beginning in
the year following the file date or effec�ive date indicated above. It is
your responsibility to remember to £ile your annual report in a timely
manner.
A Federal Employer ldentification Number (FEI/EIN) will be required when
this report is filed. Apply today with the IRS online at:
https: //sa.www4 .irs.gov/rnodiein/individual/index. jsp.
Please be aware if the corporate address clzanges, it is the responsibility
of the corporation to notify this offi.ce.
Should you have questions regarding corporations, please contact this
office at (850) 245-6052.
Jessica A Fason
Regulatory Specialist II
New Filings Section
Division of Corporations Letter Number: 315A00023067
Y.O SOX 6327--Tallahassee,Fionda 32314
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(�C I certify the attached is a true and correct copy of the Articles of '�C
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number H15000259895. This certificate is issued in accordanee with �
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ARTICLF,S OP'INCORPORATION
Ol�,
d,TNCULN ROAD BUSINESS IMPROVEMEN`C DIS'1'RICT,INC.
�A Florida Not For Profi�Corporation)
The undersi�ned, a natural person ovcr rh� age of 18,hereby files these Articles of
Incorporation of LINCOLN ROAD BUSINFSS I1ViPROV�MENT DISTRICT, INC. (heieafter
referred to as the "Corporalion"),in compliance witl� Chapl�r 617, Florida,Staii�t�s, [he Florida
Not For Profit Corporation Act(the "Act").
AK'TICLI?I
ORGAMZA`I'lON
1.1 Namc:
The Corporation shall be known as Lincoln Road Business Improve►nenc Distiict, ]nc.
1,2 Offices:
The principal offices of the Corporation shall be located in the State o1 Florida at such �lace: or
glaees as the Board of l�i��ectors may from time to time, designate, "1'he initial principal office
and mailing address of the Cc�rporation shall be located in care of l,inco]n Road Property(�wners
Association, ]nc., 80l Arthur Godfrey R�ad, Suite 600, Miami Beach, Florida, 3314Q Attn:
azzie llominguez.
AR1'ICLE II
PURPOSN;S
The purposes for which the Corporation is organized is to stabiliLc and improve U�e Lincoln
Road retail business district, which is locat�d wi(hin a nationally recognized historic district in
tt�e Miami Heach, Florida (the "Districl"), through promotian, management, markcting and other
similar services. The District is bounded on the west by Alton Road; on the east by Washington
Avenue;on the north by 17`�'Street; and on the sourh by Lizicoln l,ane South;provide�l,liowever•,
that the following properties are exempted and excludcd from thc District (1) resiclenlial
propec•ties, (2) properties ewned oi• occupied by a religi�us iristitutirni 1nd used ��s ;a place ot'
worship or cducation (as defined in Section 170.201(2), Floridn Statutes), and (3)common areas
owned hy condominium associations. The l�i�trict is a special assessment district created by tl�c
Mayor and City Commission of the Ci�y of Miarni Beach, pursuant lo ChaPter 170, F'lnricfu
Stata�tes, and appr��ved by majorily vote of the affectcd property owners in the s��cci�il m�iil ballot
clection held pursuant Co Resolution N�>. 2015-2902G, from June l9, 20]5 throu�;l� July 2�, 2015.
Un Sep[ember 30,2016, the Mayor and Ci[y Commissiun apprc>ved Resolution No. 20 1 5-29 1 45,
approving the final assessment roll for the Uish ict.
I
I
; .
!
In furtherance of tl�ose purposes, the C<�rporation sl�all, withoul limitation,conduct or support the
tollowing activities:
1} Represenc and advocatc for the praperty owners a»ci business owncrs located within the
boundarics of thc District;
2) Promote and encourage the continued development of a diverse, vibrant, and peclestrian-
friencily C,iocaln Raad mixed-use neighborhood, Che.reby providing a dynamic setting for
businesses, tile visiting public, arts and entertainment, as well as area reside�lts;
3) Serve as a cultural and civic hub for the community;
4) Foster a spirit of cooperation and rnaintc;nance of high standards of quality among its
memhers; and
5) Bring transformative projects into the District.
The Co�p�ration shall be limited in all events to exempt purposes described in Section SOl(c)(6)
of the Interna] Revenue Code of 1986 (hereinafter, the "Cnde", which term shall include the
correspunding section of any future federal tax code). The Cor�oration may engage only in
activities that are eiCher permiCted or nol prol�ibited andei Che laws of the Stale: of Florida,
including Chapt�r ]70, Florida Staautes, and ]aws of the Unieed States of America, as such laws
are amencied Prom time to time, 1nd that constitute activicies in furtherance of such exempt
purposes.
�RTICLE IlI
TAX I>XGMPT 57'ATLJS
'I'he Corpora[ion is a not-Por-profit corporation organized to provide a bt•oad source o[� support
for businesses in the DisCrict.
It is the express purpose oi' diesc: Articles of Incorporation to liinit lhe authnrity, powet-s antl
purposes of the Corporatio❑ and to reyuire lhe Corporation to conform to tl�e limitations set forth
in the Code with reftrence to organiza[ions which arc exempt From tax undc;r section 501(c)(6}
of the Code, and nothing herein shali be construed to grant to thi: Corpora�ion any powers or
purposes nol contemplated and authorized under the Code.
No subst��iti��t part of the assets oi• the �ief carnings of the Corpor��Lion s(�all inure to the benefit
of, n�r he disCribiited to, any officer, director or member of thc Corp<�ration, or t� any other
private person, in such a fashion as to constitute an a�plication ot fui�ds not within the�urpose of
cxempt orgariizations descrihed in thc Code. Howeve;r, rcimhurscmcnc for expenditures or the
payment <�f reasonable cc>mpensation for serviccs rendered lo the Corporation shall i�ot be
deemed to he a disU�ibution of e�trnings �r assets.
2
In lhe event of thr. ce�rn�,le�e OI" �)tlI'C121I IIC�LIICIclU011 or dissolutiun of the Corp�ralion, whe[6er
voluntary or inv�luntary, the balance uf �ll m�ney and other property received by thc
Corporation from �ny source, af'ter the payment of all debts and obligations oP tlie Corporation,
shal] be distrihute,d to the City of Miami Beach, Florida.
The Corporation will distribute its income. for each lax year at a time and in a manner as not to
become suhject to lhe tax on undistributed income imposed by Section 4942 of che Code; the
Corpuralion will ilot eng�ge in a»y act of sclf-dealing as defined in Section 4941(d) of the Code;
the Corporation will not retain any excess husiness I�oldings as defined in Section 4943(c) of the
Code; the Corporation will not make any investments in a manner as to subject il to tax under
Section 49a4 of[he(,ode; and the Corporation will not make a�iy taxable expenditures as defined
in section 4945 of the Code.
AI2'1'ICT�I;IV
MrMBERSI3IP AND CORPORATE EXISTI:NCF,
The Corporation shall have inembers the qualification fc>r wnich shali be set forth in the By-
Laws of the Corporation. The Corporation stiall have;perpetual existence.
AR'1'ICLP: V
I31'-LAWS
The initial By-Laws of the Corporacion shall bc adopted by the first Board of Uirectors of the
Corporation. Thereafter, lhe power to amend, alter or repeal any part or all of the By-Laws of
the Coiporation shall be vesled in the Board of Directors of the Corporation unless otherwise
provided in the By-L.aws of the Cor�orarian.
Al2TI('T,i:`'I
UIIZ�;CT'ORS
'The yutilil�icatiuns, nianner of elec�i�n, duties; terms and other matters relating to the
Board of Directors of lhe Corporation shall he providcd in the i3y-I,aws of thc Corporation as
ainended I'roni time fo ti�ne in acco��ciance therewith. The first Boai'd of Dir�etors of the
Coiporation shall be electc:d by the Incorporalor.
AR1'ICL,L VII
INUGMNIFICATION OI�OI�rIC1�RS AND DIRr("fORS
Each Person whc� acts as a clireeloi� or ufficer of lhc ('orpor�ation slial! be indemnified as and tc�
khe ex�ent, providecl in the By-Laws of lhe Corporatic�n.
:�
Ax�rrc�.r vrir
It�GIST�Ii�D OI+FIC�AND AG�NT
T'he mailing adc}ress o`,'the ini�ial re�istered oftice of the Corporation is c/o Steuns Weaver
Miller ��4�eissler Alhadeff& Sitterson, P.A., ;vluseum Tower, 150 \Vest Flagler Strect, Suite
2200,hiiami, Florida, 33I3Q. 'fhe namr,of the iiiitial registered agent at tlus office is Sivart 1�.
Ames. The Board of Direct�rs of the Corporation may from time to time desi��ate such oiher
person as its rcgistcrcd agent or sucli othcr address a�id placc foc thc rc�;istcrcd oifcc of�ll�c
Corporation as il mtiy eleem appro}�riale.
ARTICI��,CX
INITIAL INCORPORATOR
fhe lnitial Incorporalcn• of the ('orpotatiou who is executing these Ar[icles of Incorporation is
Steveu Gombinski,whose address is 3737 Collins Avenue, Suite 1504, Mi3mi IIcach, Florida,
33140.
"1'he midersigned]ncorporalor has executed these Artieles of Incorporation as of October��
2015.
�
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Steven G inski,Cncorporatar
�
i
ACCLPT�INCE OF APPOIN'T'MENT
As
RLGTSI'ERED AGEN'I'
Ifaving been named as registered agent for thc above-named corporation at d�e place
designated in these Arcicles of Incorporation, I hereby accept lhe appointment as registered agent
aiid agree to act in this capacity. I fui�ther agree to comply with the provisions of all staCutes
relating to the proper and complete performance of my duties, and I am familiar with and accept
thc obligations of rriy position as registered agent as provided for in Chapter 617, Flo�-ida
Statuces.
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S art D.�1mes, Registered Agent
naked: Octobera"Z, 2015
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,�rticles of:�mcndmcn�
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As adopted hy the Board qf L)irec�r�rs of Ihe Corporalion on October 30, 2015 us r3inended nrrd Reclute��as oJ
Seplember2l,2016
BY-LA W5
Of
LINCOLN ROAD BUSINESS IMPROVEMENT DISTRICT,IIVC.
(A Florida Not-for-Profit Corporation)
Section 1. Definitions, Purposes and Powers.
1.1 Name. The name of this Co►•poration shall be I�INCOLN ROAD BUSINESS
IMPROVFiV1ENT DISTRICT, INC. It is a not-for-prof7t corporation organized and existing
under the laws of the State of Florida,
12 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.I "Act" means the Florida Not for Profit Corporation Act, Chapter 617,
Florida Statutes.
1.22 "Authorized Owiler Rep►•esentative" means, at any time, a natural perso+i
who at such time has been designated in writing to the Corporation by a Member as [he pe►son
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 pei�son is an executive
officer, shareholder, partner or manager with direct operational responsibility for the business of
the Member conducted on such property. The City Manager may appoint an Authorized Owner
Representative with respect to each parcel of real property owned by the City that is located in
the District. Any officer or person with direct operational experience for the New World
Symphony qualifies for appointment as an Authorized Owner Representative with respect to the
parcel of real property on which the Ne�v Vb'oi•Id Sy�mphony is located.
12.3 `'Authorized Tenant Representative" means, at any time, a natural person
who at such time has been designated in writing to the Corporation by a retail ground tloor
tenant or res[aurant operator in the District as the person who is authorized to represent such
tenant ot• operator in all matters either relating to or affecting the Coi-poration; prnvicfed such
person is an executive officer, shareholder, partner or manager with direct operational
responsibility for the business of the of such tenant or restaurant operator conduc[ed in the
Dis4•ict.
1.2.4 "Articles of Incorporation" means the Articles of Incorporation of the
Corporation filed with the Uepartment of State of Florida on the 30`�'day of October, 2015, and
any amendments thereto.
1.2.5 "Board of Directors" means the Buard of Directocs of the Corporation
elect�d as peovided in these 8y-Laws.
1.2.fi "City's Authorized Representative" means an individual who shall be
appointed by the City Manager, in his or her sole disccetion and authocity, after consultation with
the Executive Committee and the Board of Directors.
!Jy-la n�s LRB(D-:4s ndoprrd Seplem b��r?!.1Q l ti
i
1.2.7 "Code" means the (nternai Revenue C;ode of 1986, as amended, or the
corresponding provision ofany h�ture United States Internal RevenueLaw.
l:?.8 "Corporation"means L,incoln Road Business lmprovement District, Inc., a
Florida not-for-profitcorporation.
1.2.9 "Director"means an 'rndividual w�ho is a member of the Board as
described in Section 4.
1.2.10 "District"has the meaning specified in the Articles oflncorporation.
1.2J I "Entire Board"means,at any time, the total number of then authorized
Directors, assuming no vacancies.
1.2.12 "Executive Director"means an individual employed by the District upon
the approval of the Board as described in Section?.6.
1.2.13 Executive Committee"means the committee of the Board constituted as
provided in Section 5.I.
1�.1�4 "Maioritv"means in excess of 50 percent of the applicable total number.
1.2.15 "Member"means an individual or entity who/which qualifies as aMember
in accordance with Section 3.
1.2.16 "Officer"means one or more of the positions described in Section 7.
1.2.17 "President"means the President of the Corporation as set forth in Section
7.5.1.
1.2.18 "State"means the State ofFlorida.
�l'he above definitions shall be equally applicable to the singular and plural forms thereof.
References in these [3y-Laws to "Section" means a section of these By-1,aws unless othe��vise
indicated.
l3 Statement of Pu►•�ose. The Corporation is organized and to be operated as a
business league within the meaning of Section 501(c)(6j of the Code. The purposes of the
C;orporation shall be to stabilize az�d improve the Lincoln Road retail business district, which is
located within a nationally recognized historic district, through promotion, management,
marketing, and other similar se►•vices, by (i) representing and advocating for the properry
owners and business owners located within the boundaries of the District; (ii) promoting and
encouraging the continued development of a diverse, vibrant and pedestrian-friendly C,incoln
Road mixed-use neighborhood, thereby providing a dynamic setting for businesses, the visiting
public, arts and entertainment, as well as ai•ea t•esidents; (iii) serving as a eultural and civic hub
for the community and fostering a spirit of cooperation and maintenance of high standards of
quality among its members; and (iv) bringing h�ansformative projects into the District. In
furtherance of this purpose,the Corporation will work toward creating a favorable environment
Sy-laws I,RBln-�}s ndopted S�>p�emher Zl,?(716
2
which will increase commercial and cultural activity within the District. The Corpoeation will
encourage a spirit of cooperation and maintenance of high standards among its Members.
1.4 Powers of the Corporatian. Except as li►nited 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.
1S Limitations on Activities.
(a) No part of the net earnings of the Corporation shall inure to Che benefit of,
or be distributable to any Member, Director or Officer or any other private individual (except
that reasonab(e compensation may be paid for seivices rendered to or for the Corporation in
effectuating one or more of its purposes), and no Member, Director or Officcr, or any other
private individual, will be entitled to share in the distribution of any of the corporate assets upon
dissolution of the Corporation.
(b) Notwithstanding any other provision of the Articles of Incorporation or
these By-Laws, the Corporation shall not conduct or carry on any activities not permitted to be
conducted or carried on by an organization exempt fi�om taxation under Section 501(c)(6) of the
Code.
Upon the dissolution of the C;orporation, the Board, after paying or making provisions for the
payment of all of the liabilities of the Cvrporation out of the assets thereof; shall distribute all
residual assets of the Corporation to the City of Miami Beach, Florida.
Section 2. Offices and Re�istered A�ent.
The Cocporation shall have and continuously maintain in the State a registered office
and registe►•ed 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. Membershi�.
3.l Qualification. Members shall consist of the owners of any parcel of real property
located in the Uistrict except for owners of: (i) residential property; (ii) properties owned or
occupied by a religious institution and used as a place of worship or education (as detined in
Section 170.201(2), Floridcr Statutes); and (iii) common areas owned by condominium
associations.
3.2 Votin� RlL,hts. Each vuting Member shall have one vote for each taY folio for
each property it owns in the District. In the case of a Member which is nut a natural persa�,
such Member shall designate an Authorized Owner Representative as the person who shall
exercise such Member's right to vote as a Member. Only owners of real property located within
the District who are cu�•rent in payment of their District tax assessments shall be entitled to vote.
Voting by proxy and by absentee ballot shall be permissible in any election of Directors ar on
any other matter to be voted upon by Members entitled to vote.
6p-lmvs L28(�-As adopted September 2t,2016
�
J
�
33 Meeti�s of Members. The annual meeting of the Members shall be held at a
time and place to be determined by the E:xecutive Committee within sixty (60) days of the end
of each fiscal ycar. The Seceetary of the Corporation or its E;xecutive Uirecto�• shall send notice
of the time and place of each annual meeting of the Corporation to each voting Memher at least
thiity (30) days prior to the date set foi•the meeting. In lieu of mailina 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
virector, (ii) elect Directors fo�� 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 w►•itten 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 F,aecutive
Committee, a majority of the Board or upon weitten �•equest of twenty percent(20%)or more oY
the voting Members. A quorum for the conduct of business at any meeting of the Memhers shall
consist of forty percent (40%) of the voting Members present in person, or represented by
proxies and absentee ballots, at the meeting.
3.4 Telephonic Participation in a Meeting. 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
participatina in the meetina 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.
35 Citv's Authorized Representative. The City's Authorized Representative shall
not be a membe�• of either the Board of Directors or the Executive Committee and shall not be
subject to the rules governing members of the Board of Directors or the Executive Committee,
including rules eegarding tet•m limits, vacancies, removal, and appointment. The City's
Authorized Representative shall attend all meetings of the Board of Directors and the Executive
Committee.
Section 4. Board of Directors.
4.1 General Pawers. 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. "1'he Board shall makc appropriate
delegations of authority to the Ofticers.
42 Qualifications of Directors. Directors need nol be residents of the State or
i�fembers;provided that each Director shall be at least eighteen (18) years of age at the time of
election.
43 Number and Classitication of Directors. "I'he Board shall consist of eleven (1 1)
voting Dieectors and up to four (4) ex offtcio, non-voting Directors. At least nine (9) voting
Directors must be Members or Authorized Owner RepresentaCives, and tip to two (2) Directo��s
may be retail ground floor tenants or restau�•ant 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 dete��mined from time to time by a majority vote of the Entire Roard upon the
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recommendation of the Executive Committee. No reduction in the number of voting Directors
shall shorten the term of any incumbent voting Director. The voting Directoi�s shall be classitied
with respect to their terms of office by dividing them into thrce classes consisting, as nearly as
possible,of an equal number af the voting Directors. Each voting I)irector shall hold office until
his successor shall have been elected and qualified or until his earlier resignation, removal fi•om
office or death. At each annual election, the successors to the class of Directors whose tei�ms
shall expire that year shall be elected to hold office for a tei•m of three (3) years, so tizat the term of
office of one class of Directors shall expire in each year. Each ex officio Director shall serve at the
pleasw•e ot the Board but in no event longer than such person holds the position that result in his
becoming an ex-officia Director.
4.4 Composition ot 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 r�fficio Uirectors shall be composed of such persons appointed by the Executive
Commi[tee.
45 Election ofDirectors.
4.5.1 Nominatin�; 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 (l) Director who is not a rnember
of the Executive Committee plus one (l) Member who is not a Di�•ectar. The Nominating
Committee shall nominate individuals to seive on theBoai•d.
4.52 Inspectors of Election. The President shall appoint three (3) individuals,
who may he Members, Directors, Ufificers or Corporatioit 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 w�hich such nominee is a candidate for office.
4.5.3 Procedure. No Iater than forty-five (45) days pi•ior to the annual meeting
of'Membe��s, the Nominating Committee shall meet and consider nominations for the position of
Director. No person shall be nominated by the Nominating Committee 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 far Directors also may be made by a petition of the
Members delivered to the Secretary/Treasurer of the Corporativn 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. 'I he nominations contained in such petition shall
be included in the ballot for the annual meeting.
(b) No later than twenty (20) days prior to the annual meeting, the
Secretary of the Corp�ration or the Inspectors of Election shall cause to be prepai•ed for mailina
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
Bv-lr�ws LRBlD-As udnpled Seplemher 2I,?D!6
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write in additional candidates for Uirector on the ballcrt and tu 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 ballut shall be
enclosed and (ii) a return addcessed envelope that the Member shall sign and put said Member's
name and return address so that each envelope can be checked to determiiie that the ballot has
been returned by a Member who is eli�ible to vote. All such envelopes which shall be reccived
by the Corpoe'ation not later than the comrnencement of the annual meeting, including those
delivered by hand, shall be turned over to the [nspectors of Election. The Inspectors of Election
shall verify the eligibility of the senders, open the �nailing envelopes and cause the ballots
contained therein to be tabulated. In addition, any Member may receive a ballot a�ld vote in
person at the annual meeting. The (nspectors 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 Nlembers.
4b Te►-m of Officc for Directors. Each Director shall se�ve for a term of three (3)
years except as otherwise peovided in Section 4.3. Directors may serve a maxiinum of two (2)
consecutive terms (for an ag�regate tecm 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, a person who is elected by the Board to till a vacancy on the E3aard,
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 (I) year, a former Director shall again be
eligible for nomination and election to the Board.
4.7 Re�ular MeetinQs. Regular meetings of the Board shall be held not less than
four (4)times a year (with at least one (1) meeting in each quarter-annual period), at such times
and plaees in Miami E3each, F'lorida as the Executive Committee may determine. The first
regular meeting of the Board shall be held within sixty(60}days after the election ofDirectocs.
4.8 Special Meetings. Special m�etings of the Board may be called by or at the
direction ot�either the President, Vice-President or upon the written request of six (6) Directors,
such meeting to be held at such time and place as will be designated in the notice thereof,
provided that the place of special meetings of the Board shall be in Miarni Beach,Florida.
4.9 Notice. i�lotwithstanding any other pcovision in these By-Laws, the Corporation
shall publicly notice all meetings of the E:xecutive Camrriiltee, Board of Directors, or general
membership of the Corporation, pursuant to Chapter 286, f�'lorida Statute.c. Except as otherwise
provided herein, notice of the time and place of any regular or special meeting of the Board
shall be provided to cach Member and Dire�tor at least three (3) days prior to such meeting in
writing, by facsimile/teletax, electronic mail or posting to the C'orporation's internet website. or
by telephone or word of mouth,provided that the giving of any oral notice shall be recorded in
the minutes of the meeting by statement of the Ofticer, Director or employee giving such notice.
Rv-Inws I,Rl31t�-As ndopred Se�temvar 21,Zr/)b
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Any Director may waive notice of any meeting. "I'he 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 uorum. 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)
aild those members present in person all hear and may speak to and be heard by one another on
the matters raised therein. If less than a majority of the Directors are present at such meeting,
one-third (1/3) of the Directors actually present may adjourn the meeting from time to time
without further notice, until a quorum is present.
4.11 Manner ofActin�.
4.1 l.l Formal Action by Board. The act of the majarity, 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 reyuired by the Act, the Articles of lncorporation or these
By-Laws.
4.1 l.� Action b�Board. No action of the Board shall be valid unless taken at a
meeting at which a quorum is present.
4.11.3 Telephonic Participation in a Meetin�. One or more Directors may
participate in a me�ting by means of a conference telephone or similar communications
equipment by means of which all persons pa�rticipating 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.
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 I)irector may
be removed from office at any time with or without cause by a vote of two-thirds (2/3) of the
Entire Board at a meeting called for that specific purpose. If a Director is absent without
adequate reason, as determined by the President, fi•om two (2) consecutive meetings of the
Board, such Director may be removed ti•om officc 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 Uic�ector until the next annual
meeting at which time the Members shall elect a new Director to fill the remaining unexpired
term of such Director's predecessor in office.
B}�-laws I.RBIn-As adopted Septemher 21, 2016
7
4.15 Compensation. Uirectors, as such, will not i•eceive any stated sala►•ies for their
services, but by ►•esolution of the Board may receive a reasonable amount for attending to their
authorized duties; provided, however, that subject to the peovisions he►•ein concerning self-
dealing, nothing herein contained will be construed to preclude any Director from seiving the
Corporation in any othe►• capacity and receiving compensation therefor subject to the
requirements set forth in Section 5.1.
Section 5. Executive Committee.
5.l Composition and F,lection. 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-ofticer Directpr 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 principa! owner of an entity which is a property
owner within the District or an Authorized Owner Representative.
52 AuthoritY and Restriction. The Executive Comrnittee shall be responsible for
carrying out the overall program of the Corpocation 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. ln 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 thc
next succeeding meeting ofthe Board.
53 Term and Vacancies. Members of the Executive Committee shall hold office for
a peciod of one (1) year or until their suecessors are duly elected and qualified. Vacancies on the
Executive Committee may be tilled by the Board at any meeting, or in the interim bet�veen
meetings of the Board, may be filled temporarily by the President until the next regularly
scheduled meeting oftheBoard.
Quorum and Voting. A maj�rity of the members of�the Executive Committee shall constitute a
quorum at any duly cal(ed meeting of th� 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 quocum is participating shall constitute the act of the Committee. Attendance at any
meeting of the Executive Committee may be by conference telephone or similar
communications equipment in the manner provided in Section 4.1 1.3 foc Board meetings. The
Executive Committee shall establish its ow�n rules and pcocedures for matters not covered by
these By-Laws.
5.4 Meetin�s. Regular meetings of the Executive Committee shall be held monthly
or as often as is necessary to conduct the affairs of the Cocpo►�ation at such times and places as
the President may determine; special meetings may be called at any time by the President or any
By-fc�ws LRBID-As adaplcd Sep7ernber 2/,21/lti
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three (3) other members of the Executive Committee. The Seeretary shall cause written notice
(including by facsimile, telefax, electronic mail or posting on the Corporation's internet
website) or telephonic or word of mouth notice of the time and place of all regular and special
meetings of the Executive Committee to be delivered, at least three (3) days prior to the date of
such meeting, to each member of the Executive Committee at such address, facsimile/telefax or
telephone numbers as shall appeae on the records of the Corporation. Each Notice shall also be
posted in a conspicuous place in the office of the Co�•poration. If the Board authorizes the use
of electronic mail, the same shall be effective when sent to the cmail address of the recipient on
file with the Corporation. Notwithstanding any other provision in these By-Laws, the
Corporation shall publicly notice all meetings of the Executive Gommittee of the Corporation,
pursuant to Chapter 286,Floridu Statut�s.
Section 6. Committees, �'ask Forces and Councils.
The Executive Committee by resolution may form from tirne to time such other
commiCtees, 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 dutics as may be
prescribed by the Executive in such resolution. N1embers shal( be appointed by the Executive
Committee by resolution. Members of each such cotnmittee shall be composed of Directoi•s 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 n�t Directors but
shall be composed of representatives of Members. No such committee shall have the authority to
takc 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 Ofticers of the Corporation shall be a President, one of more Vice-
President(s), a Secretary, and a Treasw-er who shall also be Direetors. The Corporation may, at
the discretion of the Executive Committee, provide fo►� different categories of Officers and may
have additional Officers to Chose enumerated above. No person may simultaneously hold rnore
than one office of the Corporation. The duties of the principal executive Officers are set furth
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 eeferred to thereafter as the "absenec'' of the
Officer), the duties af the office will, unless otheiwise provided by the Exeeutive Committee or
these By-Laws, be performed by the next Officer set forth in the following sequence: President,
Vice President, Secretary and Treasucer.
?2 Appointment and Tenure. All Officers shal) be elected each year by the Board at
a meeting to be held immediately following the annual meeting of the Members, but in no event
later than thirty (30) days following such annual meeting. Each such Officer shall hold his
office beginning with the adjournment of such meeting of the Board and until his successor has
been duly elected and qualitied, or until his earlier death, resignation or removal fi•om otfice.
Officers may be eleeted to serve one or more successive terms by the Board;provided, Izowever,
that the term of the President shall be limited to three (3) consecutive years. After not se�ving
as Pi�esident for one (1) year, a former President shall again be eligible for nomination and
election to the Office ofPresident.
[Jy-luws LR6/D-Ac,octoy�ed September?I.ZOl fi
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73 Resignations and Removal. Any Officer may resign at any lime by giving
written notice to the President, and, unless atherwise specified therein, the acceptance of such
resignation wil) 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 Vacancies. A vacancy in any office may be filleel by the Executive Committee
for the unexpired portion of the term.
75 Duties ofOfficers.
75.1 President. The President shall be the chiefi executive officer of the
C'orporation, a voting Director and a voting member of the Executive Committee. Subject to the
directions of the 8oard and the Executive Committee, the President shall, in general, supervise
and control all the business and affairs of the C�rporatiun. The President shall have the power to
preside at, and shall be responsible for chairing, all meetings of the $oard and all Executive
Committee meetings. The President shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board or the Executive Committee ti•om time
to time.
752 Vice President. ln the absence of the President, or in the event of the
President's death, i•esignation or i�efusal 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
s��ch other powers as the $oard shall prescribe or as the President may from time to time
delegate. Additional Vice Presidents may be elected by the Board, upan the recommendation of
the Executive Committee, to fulfill other special purpose officer functions on behalf' of the
Corporation.
7S3 Secretarv. The Secretary shall have custady of and maintain all of the
corporate records, except the financial records, shall record the minutes of all meetings of the
Membcrs and the Board, shall send all notices of ineetings 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.
75.4 Treasucer. The Treasw•er shall supeivise the Executive Director in the
pertormance 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.
7b Executive Director. Employrnent of the Executivc Director �vill be subject to
approval of the Board and will serve at the pleasure of the Board. The F,xecutive I)irector will
serve as the chief administrative 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's compensation shall be set from time to time by the Executive
Committee. The Executive Directoe shall be responsible for the administration of the affairs of
the Corporation and execution of policy as directed by the Board, subject to the su�ervision and
control of the President. The F,xecutive nirector will have the followingresponsibilities:
By-lca���s LRBIfJ-As aciopted Seplember 2I,,?U16
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7.6.1.I Serve as staff to the Executive Committee and the E3oard.
7.6.1? Serve as staffto all other committees,task forces andcouncils.
7.6.1.3 Serve as a professional consultant and facilitator to the
Officers, the Board, the Executive Committee, task forces, councils and committees of the
Corporatian in formulating objectives, programs, policies and in planning, coordinating and
executing programs of the Corporation.
7.6.1.4 Represent and serve as an advocate for thc Corporation before
the City of Miami Beach and throughout the Miami Beach community and �tiami-DadeCounty.
7.6.1.5 Have custody of all corporate funds and financial r�ecords
subject to the supervision and control of the Treasure►•, keep fiill and accurate accounts of
receipts and disbursements and render accounts thereof at the annual meetings of the Board, all
in accordance with the policies and procedures to be adopted by the Board regarding the custody,
disbursement and accounting of corporate funds.
7.6.1.6 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 terminatian of emplayment of the Corporation's staff; (b) keep or
causing to be kept all official records of'the organization, including the maintenance and contral
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
otticer or as may be assigned by the Board or President.
7.7 Compensation. Except for any� other Officer whom the Board shall determine
from time to time to provide w-ith compensation, the balance of the Officers shall serve without
compensation.
7.8 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 suret}� 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.
7.9 Delegation. The President may delegate temporarily the powers and duties of
any Officer, in case of such Ofticer's absence or for any other reason, to any other Officer. in
addition, the E;xecuti�e Committee may authorize the delegation hy any Ofticer ��f 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 c�f Directors and Officers in Contracts. Any contract or other transactiun
between the Corporation and (a) any Director, (b) any Officer, or (c) any corporation, limited
By-(c�ws l.Rl3lf�-As nduplFd Sep�ernher 2[,20l b
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liability company, unincorporated association, business trust, estate, partnership, trust, joint
venture, individual or othe�• legal entity (each, a "Legat Entity") (i) in which any Direetor or
Ufficer has a material direct or indirect financial interest or is a shaeeholder, partner, member,
manager or other equity owner, or (ii) of which any Director or Office�� is a director, officer,
managing partner, managing member, manage►• or trustee (collectively a "Conflicl
Transaetion"), shall be valid for all purposes if the materia! 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 Boat�d, such
committee, or such Members authorized, approved or ratitied the Conflict Transaction,provided
that such Uirector or Officer shall not participate in the discussion, vote or be counted in a
quorum regarding the matter. Moreover, any such Di��ectar ur Officer is precluded from
exercising any func[ion of office with respect to a matter in which such individual has a
tinancial interest.
8.2 Contracts. The Executive Committee may authorize the Executive Director or in
the absence or unavailability of the Executive Director, any Ofticer of the Corpocation, in
addition to the Officers so authorized by these By-Laws, to enter into any contcact oc execute
any instrument in the name uf and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
8.3 Checks, D►•afts. Ete. 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 tu time, may be determined by resolution of the Executive Committce. In the
absence of such determination by the Executive Committee, such instruments shall be signed by
either the President, the Secretary or the Treasurer and countersigned by the ExecutiveDirector.
8.4 De�osits. All funds of the Corporation shall be deposited from time to time to
th� credit of the Corporation in one or more such banks, U�ust companies, securities firms, or
other depositories as the Executive Committee fi�om time to time designate, upon the terms and
conditions determined by the Executive Committee. The F,xecutive Committee may, from time
to time, authorize the opening and keeping, with any such deposito�y as it designates, of gene►•al
and special bank accounts or other forms of account and may make such special rules and
regulations with respect thereto, not inconsistent with the provisiuns of these By-Laws, as it
deems necessary.
8.5 Grants and C►itts. The Corporation may accept any grants, contributions, gifts,
bequests, or devises for and consistent with the general �urposes, or for and consistent with any
specific purposes, of thc Corporatiun. 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 shal I also keep records of the actions of the Corporation, which records
shall be open to inspection to the public,pursuant to Chapter 1 19, Flnr�idaStatutes.
8.7 CustodY of Cor�orate Funds; Financial Recor•ds. 'fhe Board shall pei•iodically
adupt formal policies and procedures regarding the custody, use, disbursement and accounting
By-(nx-s LHB/Li-.As t�d�pled Seplernbcr?l,lO!l
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of'corporate funds. The Execntive Director shall strictly abide by such policies and procedures
in the pecfocmance of his duties as custodian of corpoi�ate 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 Fxecutive Director is at all
times in compliance with said policies and procedures.
8.8 Fiscal Year; Accountin� Election. The fiscal year of the Corporation shall begin
on October lS` and end on September 30`" of f;ach year, and methods of' accounting for the
Corporati�n will be as the Board determines fram time totime.
8.9 Seal. 1"he corporate seal of the Corporation shall be circular in form with the
words "Lincoln Road Business improvement District, Inc., a corporation nat for profit" in the
outer edge thereof and the year of incorporation is 2015.
8.10 Notice.
8.10.1 Effective Date of Notices. Unless otherwise specified herein, any notice
required or permitted to be given pursuant to the prc�visions of the Articles of Tncorporation,
these By-Laws or applicable law shall be in writing, shall be sufficient and efifective as of the
date published, transmitted by facsimile or electronic mail, personally delivered, or, if sen[ by
mail three (3) days after being deposited with the United States Postal Se�vice, peepaid 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 elech-onic mail, the same shall be effective
when sent to the email address of the recipient on tile with the Corpoi•ation.
8.102 Waiver of Notice. Whenever any no[ice is required to be given under the
pr�visions of the Act, or under the provisions of the Articles of lncorporation, these By-Laws or
othe►• applicable law, a waiver thereof in writing signed by the person entitled to such notice,
whether bef�re or after the time stated therein, will be deemed equivalent ro 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 far the
express purposes of objecting to the transaction of any business on the ground that the meeting is
not lawfulfy cafled orconvened.
8.11 Loans to Officers and Directurs and Membees Prohibited. No loans shall be
made by the Corporatian co 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 Directoi� 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 ofDirecWrs Officers andOthers.
(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) w"hether civil, criminal, administrative or investigative,othec than an action,suit
or proceeding by or in the right of the Corporation, by reason of the fact that such pecson
Bv-lnws'I,2B/D-As�idopted 5'eplenrbw 31,20l6
�i
is or was a Uirector or Ofticer or is or was serving as a director, office►•, employee or
agent of any other carporatian, pai�tnership,joint venture, trust or other enterprise at the
reauest of the Corporation, against judgments, fines, arnounts paid in settlement and
expenses, including attorneys' fees, actually and ceasonably incucred 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
pcoceeding by judgment, orde►•, settlement, conviction o►• 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 Corpo►-ation or, with respect to any criminal
action or proceeding, that such Uirector 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 Officec, or by reason of such person's
serving a• having served at the request of the Corporation as a director, officer, employee
or agent of any other corporation, pairtnership, joint venture, trust or• othe►• enterprise,
against any expenses, including attorneys' fees, actually and reasonably incucred by such
person in connection with the defense o►• settlement of such action, or in connection with
an appeal therein, if such persoil acted i�i 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 willfi�l or wanton
misconduct in the performance of such person's duties to the Corporation unless, and
only to the extent that, Che court in which such action or s�iit was brought determines
upon applieation that, despite the adjudication of fiability, but in view of all
circu►nstances of the case, such person is fairly and reasonably entitled to indemnity for
such expenses which such eourt 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 indemnif7cation
were properly incurred and that such Director or Officei• 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 acti�n was unlawful. Such determination shall be made either (I) by the Board
by a majority vote of a quorum consisting of Directors who were not parties to such action, suit
or proceeding, or(2) by a seventy five percent (75%) super-majority vote of a quorum consisting
of Executive Committee Members who were not parties to such action, suit or proceedings.
(c) The focegoing rights of indemnitication shall not be deemed to limit in any
way the power of the Corporation to indemnify under any applicable law.
8.13 Revocability of.Authorizations. No authorization, assignment, refer►-al or
delegation of authority by the Board, the Executive Cammittee or the President to any
Qy-/�nvs�LRl31U-.As ndopted Septernher 21.20/6
��
i
committee, Officer, agent, or other ofticial of the Corporation, or any other organization whicl�
is associatcd or affiliated with, or conducted under the auspices of the Corporation shall
preclude the Board from exercising the authority required to meet its responsibility. T'he Board
shall retain the right to rescind any such authorization, assignment, referral, or delegation in its
sole diseretion.
8.14 Fmployees and Agents of the Corporation. Consistent with and within the
limitation set forth in Section 5.2, the Fxecutive Committee may employ such pecsonnel andior
enter into agreements with such independent contractors as it deems necessary or desirable for
the efficient operation of the Corporation.
8.15 Kules. The Board may adopt, amend or repeal rules (not inconsistent ���ith these
By-1,aws) 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 procedw•e which
shall not be inconsistent with the A��ticles of Incoeporation, these By-Laws or applicable law,
the conduct of all meetings of the Members, Directors anc� members of Committees shall be in
accordance with the provisions of Robert's Rules ofUrder.
8.16 Vote by Presiding Officer. The person acting as presiding officer at any meeting
held puesuant to these By-Laws, if a voting member ther•eof, shall be entitled to vote on the
same basis as if not acting as presiding officer.
8.17 Gender and Number. Whenever the context reyuires, 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 Headin�s. The Section and other headings contained in these
By-I,aws are tior reference purposes only and shall not affect the meaning or interpretation of
these By-Laws.
8.19 Severabilitv. 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 BX Laws.
'fhe 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 such 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-I,aws at any duly constituted annual or special meeting of the Membe�•s 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 Membe►-s shall not he
subject to alteration, amendment or repeal by the Board.
B}�-Inws'LRB/D-.ls ndopred SeFxembe��Jl,20/5
�5
COMPOSITE EXHIBIT C
ANNUAL BUDGET, BUDGET NARRATIVE AND SUMMARY OF SERVICES
i
i
EXHIBIT "C"
BUDGET NARRATIVE AND SUMMARY OF SERVICES TO BE PROVIDED
1. Revenues
The revenues in the attached proposed budget($1,570,117)represent the total amount of the
special assessments to be collected in the first year of the special assessment district, as
detailed in the Preliminary Assessment Roll, attached as Exhibit"D."
2. Administrative and Office Expenses
Administrative and office expenses for the special assessment district shall total$750,409.
• Staffing costs, including employment benefits, for two employees (an executive
director and a staff assistant)shall total $307,345.
• Office expenses for rent, liability insurance, annual report, audit, accounting, and
consulting fees, legal fees and public relations fees shall total $386,364.
• Other administrative expenses including directors and officer's insurance, licensing
and permitting, memberships, meeting expenses, software, equipment,
communication services, parking, wire transfer fees to CMB, postage, office supplies
and travel shall total $56,700.
3. Marketinq and Advertisinq Expenses
Marketing expenses shall total $229,500 and shall include expenditures to attract people to
Lincoln Road to shop, dine, and attend special events and holiday activities, as follows:
• AdveRising expenses online advertising, social media agency shall total $132,000.
• Other marketing costs, pedestrian data technology, photography, print media, graphic
design and website maintenance shall total $97,500.
4. BID District Proqrams
BID District Program expenses, including rnultiple art installations, Halloween block party
event, sponsorships, community wellness programming, holiday programming, and off-duty
police and contingency plan, shall total $590,208, as follows:
• Halloween block event, community wellness programs, temporary art installations,
holiday p�ogramming 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 $433,808.
• Miami Beach Police off-duty program shall total $86,400.
• Sponsorship of South Beach Jazz Festival and Miami New Drama shall total
$40,000.
Total District Expenses� $1,570,117
EXHIBIT D
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of LRBID
hereby attests under penalty of perjury that LRBID does not use coercion for labor or services as
defined in Section 787.06, Florida Statutes, entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingly making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of LRBID.
LRBID:
Lincoln Road Business Improvement District, Inc., a Florida not-for-profit corporation.
��o�o �r�e��l wv�.�#-Ivv
Nam : L�.(t &�wn . D�i�� �t- (Address)
State of r2U1Zt D�
County of IVt 1 i�'lvt� —D�E
The foregoing instrument was acknowledged before me by means of C�'physicaf presence or ❑
online notarization, this ZND day of 'fhTl�l�I'l�./ 2026 by
`,,,�t,� S�{�?�./ , as �r2�S/0�./"(- , of Lincoln Road
Business Improvement District, Inc., a Florida not-for-profit corporation, known to me to be the
person described herein, or who produced as
identification, and who did/did not take an oath.
NO 'ARY UBLIC:
��-U �
(Signature)
t�I I�r►�1�.�E M,�I w--
(Print Name)
My commission expires: � S Z`�
Not�ry Publtc State o(floAda
Natetle MeJla
��� My Commisslon HH 858285
ExplreS 415I2029
EXHIBIT E
PRQHIBITtON AGAINST CONTRACTING WITH FOREIGN GOUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the
undersigned, on behalf of LRBID, hereby attests under penalty of perjury that LRBID does not
meet any of the following criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a)
LRBID is owned by a government of a foreign country of concern; (b)the government of a foreign
country of concern has a controlling interest in LRBID; or(c) LRBID is organized under the laws
of or has its principal place of business in a foreign country of concern.
I understand that I am swearing or affirming under oath, under penalties of perjury, to the
truthfulness of the claims made in this affidavit and that the punishment for knowingly making a
false statement includes fines and/or imprisonment.
The undersigned is authorized to execute this afFidavit on behalf of LRBID.
LRBID:
�l,v�� D►9� , a NOT- Fo�2-P12v�T �ol�P-
-----___.____
--= c c�Zo ��.�x�—c ,�rv� � �o 0
Name/Title: ���5� D�l T Lyle Stern (Address)
State of FLU 1%t f7l�
Gounty of 11/l! i�M/1 I —D�tl?£
The foregoing instrument was acknowledged before me by means of C4'physical presence or❑
online notarization, this �1� day of ��.P•(ii.�91e� , 2026 by
(��f L� �S'T-�-n.l , as pp��1 D�tV i , of Lincoln Road
Business Improvement District, Inc., a Florida not-for-profit corporation, known to me to be the
person described herein, or who produced as
identification, and who did/did not take an oath.
NO AR PU�
( ignature)
� �t�u� rvl.�t�-
(Print Name)
My commission expires: q s �
Nottry Publlc State oI Florlda
Natalle MeJia
H� My Commistlon HH 858285
Expires 4/5(2Q29
ECONOMIC DEVELOPMENT DEPARTMENT
DATE: February 2, 2025
TO: Eric Carpenter, City Manager
FROM: Steven Anthony, Economic Development Director
SUBJECT: Lincoln Road BID — Renewal Term MOU
Routin :
Name ignature Department
x Steven Anthony Economic Development
x Maria Hernandez Office of the City Manager
x Eric Carpenter Office of the City Manager
For:
Information Only
X Review and Approval
X City Manager's Signature
Other
Comments:
Renewal
July 2024: City Commission approved renewal of the Lincoln Road BID
for a 10-year term, with majority property owner approval. Commission
also approved a 3% annual assessment increase (41St Street BID
escalates 5% every other year).
MOU Approval
Resolution 2025-33972, sponsored by Mayor Meiner and co-sponsored
by Commissioners Dominguez, Fernandez, Magazine, Bhatt, and Suarez,
authorized a new MOU between the City and Lincoln Road BID, replacing
the original 2015 agreement.
Key Provisions
Aligns with 415� Street BID MOU (2024) for consistency across BIDs:
• Standardized performance data reporting
• City administrative fee of 1% of assessments collected while City
performs collection duties
Action Requested:
Please execute the attached agreement.
Return to:
❑ Justin Karr x22548