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Home My WebLink AboutO-11328J-95-727 8/10/95 ORDINANCE NO. 11328 AN ORDINANCE, WITH ATTACHMENT(S), REVOKING THE CITY COMMISSION ACTION WHICH ABOLISHED THE BAYSIDE MINORITY FOUNDATION; MORE PARTICULARLY BY AMENDING SECTION 2 OF ORDINANCE NO. 11130, ADOPTED MARCH 24, 1994 TO EFFECTUATE SAID PURPOSE; CONTAINING A REPEALER PROVISION AND A SEVERABILITY CLAUSE AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 11130, adopted March 24, 1994, the City Commission abolished certain City boards, including the Bayside Minority Foundation; and WHEREAS, the Bayside Minority Foundation, also known as the Miami Bayside Foundation, Inc. (the "Foundation"), is a non- profit 501(c)(3) corporation established by the developer of the specialty center known as the Bayside Marketplace (the "Developer"), pursuant to Article V of the lease agreement between the Developer and the City ("Article V"), a copy of which is attached hereto as Exhibit "All; and WHEREAS, the City Commissions authority pursuant to Article V is limited to the appointment of one-third of the Foundations directors; and WHEREAS, the City Commission wishes to revoke its previous action whereby the Bayside Minority Foundation was abolished; ATTACH CC'XTA4Cm`i� 11328 NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The City Commission's action, pursuant to Ordinance No. 11130, adopted March 24, 1994, which abolished the Bayside Minority Foundation is hereby revoked. Section 3. Section 2 of Ordinance No. 11130, adopted March 24, 1994, is hereby amended in the following particulars:I/ "Section 2. The following boards shall be abolished as of the effective date of this Ordinance: * * * * * * * * * * Ba�S�e�e--M�rr Section 4. All ordinances or parts of ordinances insofar as they are inconsistent or in conflict with the provisions of this Ordinance are hereby repealed. Section 5. If any section, part of section, paragraph, clause, phrase or word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. Section 6. This Ordinance shall become effective thirty (30) days after final reading and adoption thereof. i� Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. - 2 - 11328 PASSED ON FIRST READING BY TITLE ONLY this 2.6th day of October , 1995. PASSED AND ADOPTED ON SECOND AND FINAL READING BY TITLE ONLY this 16th day of November , 1995. (zk',&gaq�L— STEPH2k P. CLARK, MILYOR ATTEST: ALTE J OEMAN CITY CLERK PREPARED AND APPROVED BY: IRMA M. ABELLA ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: IMA:W048 • - 3 - ARTICLE V r FOUNDATION Section 5.1 F'ui�. The Developer shall establish or cause to be established the Foundation for the following purposes: a. Creating and administering a loan guaranty program for venture capital loans to Minority Business Enterprises, b. Creating a vocational/educational scholarship , fund for Minorities, and C. Providing technical assistance to local community development corporations engaged in economic development, such as the Miami -Dade County Chamber of Commerce and Latin Chamber of Commerce, in the form of management, legal, accounting, business development, such as counseling and training, and other related services; to assist the community development corporations in developing adequate support systems; and the coordination and integration of resources towards economic development of Minority Business Enterprises. Section 5.2 Establishment. The Foundation shall be established no later than six (6) months prior to the Opening Date. The Foundation shall have the status of a non-profit organization under Section 501(c)(3) of the Internal Revenue Code. The Foundation shall have a board consisting of fifteen (15) directors with one-third of the directors appointed by the Developer, one-third of the directors appointed by the City Commission and one-third of the directors representing community organizations and elected by the balance of the board. The City shall not be required to appoint its five (5) Board members until such time as the Developer shall have appointed all five (5) of its Board members. Section 5.3 Foundation Contribution. Developer agrees to pay to the Foundation, ten percent (10%) of Net Income Available for Distribution (as 00 Cat the term is defined in the Retail Lease) or $100,000, whichever is greater M ("Foundation Contribution"). The minimum $100,000 payment shall be made in equal quarterly installments commencing on the Rent Commencement Date (as defined in the Retail Lease), and ending at the end of the term of the Retail Lease. The Foundat Contribution shall be adjL d at the end of each Rental Year (as defined in the Retail Lease) based upon the Annual Financial Statement. If the Annual Financial Statement shall disclose a liability for the Foundation Contribution in excess of the amount paid by Developer for the period in question, Developer shall promptly pay such additional Foundation Contribution to the Foundation. Notwithstanding the foregoing, should the Foundation cease to be a 501(c)(3) tax-exempt organization, the Foundation Contribution shall either (i) be placed in an interest bearing escrow account and paid to the Foundation at such time as the Foundation shall satisfactorily prove to Developer that it has qualified as a 501(c)(3) tax-exempt organization or (ii) at the written request of the City, be paid to such other non-profit organization qualified as a 501(c)(3) tax-exempt organization which is reasonably acceptable to Developer and which has goals and purposes similar to the Foundation. The Foundation Contribution shall be the only financial obligation that Developer shall have to the Foundation or such other non-profit organization specified in Ui) above. 11328 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM 36 TO : THE HONORABLE STEPHEN P. CLARK, MAYOR DATE : October 16, 1995 FILE AND MEMBERS OF THE CITY COMMISSION sue.,ECT : Bayside Minority Foundation F v-- 2man REFERENCES: alter J. October 26,1995 Agenda City Clerk ENCLOSURES (2 documents) At the Commission meeting of July 13, 1995, the Bayside Minority Foundation was recreated by Resolution 95-521. Said board had been previously abolished by Ordinance 11130 on March 24, 1994. The Foundation was established as a nonprofit 501(c) (3) corporation by Bayside Center limited Partnership, the developer for Bayside Specialty Center, pursuant to Article V of its lease agreement with the City of Miami. The City's authority under said section of the agreement is solely that of appointing five of the fifteen directors of the Foundation (per attached memorandum from Assistant City Attorney Irma Abella). _. --The provision" of Ordinance 11130, whereby the City Commission abolished the Bayside Minority Foundation needs to be rescinded, since the City Commission did not have the power to do so. Therefore, the attached ordinance is being scheduled as an agenda item on the Commission meeting of October 26, 1995, in order to revoke the Commission's prior action which abolished the Bayside Minority Foundation. WJF:sI cc: A. Quinn Jones, 111, City Attorney .Cesar H. Odio, City Manager Irma M. Abella, Assistant City Attorney Elvi Gallastegui, Agenda Coordinator 1 13.2 8-_v / CITY OF MIAMI, FLORIDA Tv Walter J. Foeman City Clerk FROM Irma M. Abella Assistant City Attorney INTEROFFICE MEMORANDUM DATE July 28, 1995 FILE A-95-650 SUBJECT Bayside Minority Foundation REFERENCES ENCLOSURES In response to your memorandum dated July 25, 1995 on the above referenced matter, of which I enclose a copy, the following has come to my attention. Contrary to the information upon which the Boards and Committees Review Committee based its decision to abolish the Bayside Minority Foundation, said Foundation is not a City board, over which the City exercises absolute authority. The Foundation was established as a non-profit 501 (c)(3) corporation by the Bayside developer pursuant to Article V of the lease agreement between Bayside and the City, of which I enclose a copy. The City's authority under said section of the agreement is solely that of appointing five of the fifteen directors of the Foundation. The City Commission, pursuant to Resolution No. 86-255 adopted April 10, 198,6, of which I enclose a copy, appointed five individuals to fill said positions. The provision of Ordinance No. 11130, whereby the City Commission abolished the Bayside Minority Foundation needs to be rescinded, since the City Commission did not have the power to do so. The present directors appointed by the City Commission pursuant to Resolution No. 86-255 therefore, continue to serve in said capacity and do not need to be reappointed. 7. I will be working with you to prepare the necessary legislation to amend Ordinance No. 11130. cc: A. Q. Jones, III, City Attorney Rafael O. Diaz, Deputy City Attorney Beverly Solomon, Legislative Coordinator Sylvia Lowman, Chief Deputy Clerk 11328 IMA:BAYSI.DOC MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Dade County, Florida. STATE OF FLORIDA COUNTY OF DADE: Before the undersigned authority personally appeared Octelms V. Ferbeyre, who on oath says that she Is the Supervisor, Legal Notices of the Miami Daily Business Review We Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Dads County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF MIAMI ORDINANCE NO. 11328 Inthe.....................XX.XifXX.X................................ Court, was published in said newspaper in the Issues of Dec 1, 1995 Afflant further says that the said Miami Daily Business Review Is a newspaper published at Miami in said Dade County, Florida, and that the said newspaper has heretofore been continuously published In said Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mall matter at the post office in Miami In said Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of.advertisement; and affiant further says that she has neither paid nor promised any person firm or corporation any discgt nt, rebate, commissio fu d for the purpose of sec5Kng this advertisen, publ ation in the said s subscribed re me this Dece er 95 ........day of . ....................................... ............ A.D. 9...... (SEAL) OF I L n " AGNES E. PENA Octelma V. Ferbe on UWr diAYMPIC STATE OF FLOE COMMISSION NO. 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