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HomeMy WebLinkAboutR-88-0328A A J-68-358 4/14/88 4/1/88 (M-88-160) RESOLUTION NO. 98�3 F A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI AND THE BAYSIDE MINORITY FOUNDATION, FOR THE PURPOSE OF IMPLEMENTING A TECHNICAL ASSISTANCE PROGRAM FOR MINORITY TENANTS AT BAYSIDE; FURTHER DIRECTING THE CITY MANAGER TO ALLOCATE A TOTAL OF FIFTY THOUSAND DOLLAR ($50,000) WITH TWENTY-EIGHT THOUSAND FOUR HUNDRED DOLLARS ($28,400) FROM THE UNCOMMITTED BALANCE OF APPROXIMATELY ONE HUNDRED EIGHTEEN THOUSAND DOLLARS ($118,000) THAT REMAINS OF THE ORIGINAL ONE, MILLION DOLLARS ($1,000,000) ESTABLISHED BY THE CITY FOR LOANS TO MINORITY BUSINESSES AT BAYSIDE; AND TWENTY-ONE THOUSAND SIX HUNDRED DOLLARS ($21,600) FROM THE COMMUNITY DEVELOPMENT BLOCK GRANT FUND; FURTHER DIRECTING THE CITY MANAGER TO AMEND THE BAYSIDE AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI CAPITAL DEVELOPMENT, INC., IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR THE PURPOSE OF REDUCING; ITS BAYSIDE MINORITY FINANCING PROGRAM ALLOCATION AMOUNT; CONDITIONING ALL OF THE ABOVE UPON RECEIPT OF FEDERAL APPROVAL FOR THE USE OF SAID ALLOCATION FOR THE HEREIN INTENDED PURPOSE. WHEREAS, the City Commission is committed to economic development within the City ; and WHEREAS, the Bayside Minority Financing Program has proven to be a most successful and commendable City of Miami sponsored community development program whereby minority entrepreneurs whose businesses are located at Bayside have received financial assistance through this low interest loan program which has contributed to the successful establishment and operation of minority owned businesses at Bayside; and WHEREAS, the Bayside Minority Foundation has offered to develop and implement a Technical Assistance Program for minority tenants at Bayside; and CITY COMMISSION MEETING OF APR ,1 )N No. MARKS WHEREAS, the Technical Assistance Program shall include, but not be limited to, Financial and Accounting Services, Promotional and Marketing Strategies and inventnry Control; and WHEREAS, the City of Miami's financial contribution towards this Program will be limited to minority tenants at Bayside who have been recipients of loans from locally based public funded agencies; and WHEREAS, at its February 18, 1988 Meeting, the City Commission adopted Motion No. 88-160 which authorized the City's participation in this effort and directed the City Manager to fund the City's contribution from the uncommitted balance that remains out of the one million dollars ($1,000,000) originally allocated by the City for loans to minority businesses at Bayside and the above Motion further directed the City Manager to amend the Bayside Minority Financing Program Agreement between the City of Miami and Miami Capital Development, Inc. to reflect the reduction in available funds for this effort, NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute an agreement with the Bayside Minority Foundation, in a form acceptable to the City Attorney, for the purpose of implementing a Technical Assistance Program for Minority Tenants at Bayside, with the City's contribution limited to minority tenants who have been recipients of loans from locally based public funded agencies. Section 2. Twenty-eight thousand four hundred dollars ($28,400) from the uncommitted balance of approximately one hundred eighteen thousand dollars ($118,000) that remains of the one million dollars ($1,000,000) originally established by the City for loans to minority businesses at Bayside is hereby reallocated to the Bayside Minority Foundation. I Section 3. Twenty-one thousand giit hundred dollArs ($21,600) from the Community Development Block Grant Fund is hereby allocated to the Rayside Minority Foundation. Section 4. The Rayside Minority Financing Program Agreement between the City of Miami and Miami Capital Development, Inc. shall be amended to reflect the reduction in the total allocation amount for said organization's Minority Financing Program. Section S. The provisions of Sections 1, 2, and 3 hereof shall only become operative upon receipt of Federal approval for the utilization of funds as set forth herein. PASSED AND ADOPTED this 14th daZXAVTER of April , 1988. L. SUAR 7. MAY R ATTE M TY HIRAI CITY CLERK PREPARED AND APPROVED BY: ROBERT F. CLARK CHIEF DEPUTY CITY ATTORNEY APPROVED S)TO FORM AND CORRECTNESS: LUCIA A. DO HERTY CITY ATTORNEY /gjd s9-32F '* '' 74 CITY OF MIAMI. FLORIDA INTRM-OFFICE MEMORANDUM to Honorable Mayor and Members of the City Commission FROM Cesar H. Odi City Manager RECOMMENDATION: DATE MAR 3 1 1988 nLE Resolution authorizing the sur�Ec• execution of an Agreement with the Bayside Minority Foundation Program REFERENCES ENCLOSURES It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the execution of an Agreement, in a form acceptable to the City Attorney, between the City of Miami and the Bayside Minority Foundation (BMF) for the purpose of implementing a technical assistance program for minority tenants at Bayside; further allocating $ from the uncommitted balance of approximately one hundred eighteen thousand dollars ($118,000) that remains out of the original one million dollar ($1,000,000) Bayside Minority Financing Program. BACKGROUND: At the February 18, 1988 City Commission meeting, the Bayside Minority Foundation presented the attached proposal (See Attachment I) to provide technical d S S LAItk.0 L., ILI1LLUL iLr Lt<<aitts at Bayside. In reference to this request, the City Commission adopted Motion No. 88-160 (See Attachment II) at this meeting. The motion authorized the City's participation in this effort and directed the City Manager to fund the City's contribution from the uncommitted balance that remained out of the one million dollars ($1,000,000) originally allocated by the City to Miami Capital Development, Inc. (MCDI) for loans to minority businesses at Bayside. At that time, (February 18, 1988), approximately one hundred eighteen thousand dollars ($118,000) remained in the one million dollar ($1,000,000) loan fund known as the Bayside Minority Financing Program. As part of a loan workout arrangement, a commitment had been made to provide funds in the amount of forty thousand dollars ($40,000) to the tenant that had been selected to establish a business at the lease space formerly occupied by the restaurant, Tavern on the Bay. As a result of this commitment of forty thousand dollars ($40,000), approximately seventy-eight thousand dollars ($78,000) would remain in the one million dollar ($1,000,000) loan fund. W-1 S&7328 Honorable Mayor and Members of the City Commission Page 2 However it should be noted, that although no formal written commitments exist at this time, the City, through Miami Capital Development Inc., has been requested to consider contributing as much as fifty thousand dollars ($50,000) to assist a group of prospective minority tenants that have been identified to reestablish a new business at the location formerly occupied by Savannah Smiles, Inc. The Commission should be informed that should preliminary discussions with the prospective minority tenants be finalized in the very near future, a net amount of only approximately twenty-eight thousand dollars ($28,000) would remain uncommitted in the one million dollar ($1,000,000) Bayside Minority Financing Program. The Executive Director of the Bayside Minority Foundation has submitted the attached work plan for the proposed Technical Assistance Program (See Attachment III). Also, the Rouse Company has responded to the proposed program in a generally affirmative position with certain conditions as set forth in its attached letter (See Attachment IV). It should be noted that the City of Miami intends to limit the use of its funds to provide technical assistance only to the minority businesses at Bayside that have been recipients of loans from locally based public funded agencies. The attached resolution authorizes the City Manager to amend the existing one million dollar ($1,000,000) Bayside Minority Financing Program Agreement to retlect the appropriate reduction in available funds for this effort. Further, as a result of recent changes in regulations, the United States Department of Housing and Urban Development (HUD) has indicated to the City that no funds should be utilized for this purpose until it has had an opportunity to review and approve the proposed Technical Assistance Program. The City has prepared a written explanation of the program and will have to await Federal approval. As a result, a provision has been included in the attached resolution which conditions the City's participation in the proposed program upon receipt of appropriate Federal approval for use of the funds for the intended purpose. A19-32b W AW ATTACHMENT I �i�i Z• Mom!. � � �-",J ui'r�i�E December 16, 1967 The Honorable Xavier Suarez Mayor, City of Miami City Hall 3500 Pan American Drive Miami, Florida 33133 Dear Mayor Suarez: The City of Miami entered into an agreement with The Rouse Co. to develop a portion of City -owned bayfront property into a specialty shopping center, which is known today as Bayside. One of the major concerns of the Bayside Agreement was the participation of minorities in all phases of Bayside; specifically, as owners, builders, providers of professional services, tenants and employees. With regard to leasing or the tenant component, the Minority Participation Plan established a 50% goal for minority tenants. To achieve this goal, The Rouse Company agreed to do the following: 1) Hold high volume stores off the market for one year and make them available to minority tenants first; 2) Identify and, as appropriate, stimulate joint ventures between prospective minority tenants and qualified and experienced non -minority business persons or entities; 3) Provide communications and outreach programs to the minority communities; 4) Implement a financing program and enlist the participation of local banks, local businesses, the SBA and local, state and federal business development assistance agencies and; 5) Provide cash grants as tenant allowances to fund a portion of the start-up, inventory, leasehold improvement and capital equipment costs. It should be noted that the aeeount of the cash grant required by the Rouse Company was $4 million which was supplemented by $1 million each from the City of Miami and Dade County in the form of low interest loans, thereby increasing the minority assistance fund to $6 million. The City of Miami's Minority Participation Plan for Bayside is unique and the first of its kind in the country. Unlike previous governmental plans which required employment provisions for minorities only, the Bayside plan required minority participation at all levels - from ownership to employment. Furthermore, it is the only plan that provided financial and technical assistance to minorities to ensure their successful entry into the marketplace. 11;J11-928 3 IV 1:� The success of the Bayside Minority Plan is demonstrated by the fact that fifty-three (33) minorities (22 Black, 30 Latin, and 1 other) are tenants at Bayside. Previous plans have been good in its written intentions, but have failed to achieve the desired results for many reasons. Some of those reasons are: 1. Lack of commitment by decision -makers. 2. Lack of follow-up by decision -makers.. 3. Lack of adequate capitalization. 4. Lack of technical and financial assistance prior to and during the program. Many of the past minority programs have resulted in failed businesses as a result of the above reasons. And after many such unsuccessful attempts, frustration, mistrust, and lack of enthusiasm increases on both sides - from those who are trying to help the disadvantaged and from those who need the help. The Bayside Minority Program has overcome many of these obstacles to success. The primary reasons for this success was the commitment on the part of the City of Miami, The Rouse Co. and the business community. The other reason for the success was the provision of technical and financial assistance to minorities who were interested in becoming tenants at Bayside. However, no provisions have been made to ensure the continued success of minorities after they become tenants at Bayside, which has been one of the faults of previous minority programs. The Miami Bayside Foundation proposes to use a portion of its limited funds, which is $100,000 per year, to provide assistance to the largest and moat successful minority entrepreneurial effort to date - the minority tenants at Bayside. The Foundation feels that this may be the last significant chance for minorities to participate in the economic mainstream of Miami and that every effort should be made to guarantee their continued success and maintain their participation at Bayside. Specifically, The Foundation's position is as follows: 1. Minority tenants at Bayside are unique and have unique problems. 2. Minority tenants need an independent forum to discuss and resolve problems that are unique to their survival. 3. Minority tenants need a support system that will assist them in resolving their problems. 4. Minority tenants need an advocate to ensure their continued participation at Bayside similar to the advocacy that existed to permit their initial participation at Bayside. S. Minority tenants need technical assistance such as accounting, financial management, marketing, merchandising and advertising. 118-362t! H 6. Minority tenants need financial assistance in the form of working capital. i. Failures of past minority programs can be avoided at Bayside if ongoing support (financial, technical and advocacy) is made available. A meeting was held with Bayside minority tenants and trustees of The Foundation to allow the tenants to share their experiences at Bayside as well as to inform the trustees about the type of assistance they need to continue their success. The meeting revealed that the minority tenants were concerned about their survival and making a profit. They felt that the use of The Foundation's funds for a technical assistance program to assist minorities is needed and appreciated. The discussion with the minority tenants highlighted the need for various types of assistance to ensure their success as perceived by them. It also highlighted the need for a forum to discuss problems that are unique to them as well as some problems that are applicable to other tenants at Bayside. The need for an independent forum was revealed by one of the minority tenants who conveyed a story about individual efforts to resolve problems without satisfaction. He felt that if they acted as a group to resolve common problems, they would be more effective in bringing about solutions to same. He also felt that a forum would permit minority tenants to share and learn from each other's problems and solutions to same. The Foundation proposes to implement a technical assistance program for minority tenants at Bayside. The program will be designed to provide minority tenants with timely business information to assist them in managing their businesses successfully. Minority tenants who need the service will undergo a Key Factory Analysis which is designed to measure business performance and compare that performance to projected performance, past performance and industry standards and industry averages. These key factor analyses will be used to determine whether the business is doing well or experiencing problems that require corrective action. Specifically. it is proposed that the following technical services be offered to the minority tenants at Bayside: 1. Basic accounting services (recording of entities transactions) 2. Preparation of formal financial statements (balance sheet, profit/loss, and statement of changes in financial position) 3. Set up of proper accounting system (including internal accounting control systems) 4. Sales, payroll and income tax preparation and consultation S. Development of business plan l98-328 5 G. Consultation with regard tot a) Cash and working capital management b) Inventory management c) Sales and marketing strategies d) Budgeting and capital expenditure requirements The cost of such a technical assistance program will depend on the number of minority tenants that need technical assistance and the extent of that need. It is estimated that 302 (15) of the 50 minority tenants will require some form of technical assistance. However, since many of the minority tenants are first-time entrepreneurs, it can be assumed that more will need some technical assistance and may elect to seek such service once it becomes available. For the purpose of developing a cost estimate for a technical assistance program, it is assumed that 15 minority tenants will require assistance. Outlined below is a cost estimate to provide technical assistance to fifteen (15) minority tenants by service on month and annual bases: Service 1 Basic Accounting Services Service 2 Preparation of Financial Stints. Service 3 Establish Proper Accounting System Service 4 Sales, Payroll 6 Income Tax Prep. Service 5 Development of Business Plan Service 6 Cash 14gwC. , iuvettiuty Mgmt:, Sales b Mktg. Strategies. Budgeting and Capital Expend. Total Projected Cost Out -of -Pocket Costs Total Projected Cost Assume tenants pay 1/3 of cost Administration Total capital requirement of The Foundation (1) Quaterly (2) One-time charge Est. Est. Est. Monthly Total Annual Cost/Tenant Monthly Cost $ 275 $4.125 $ 49,500 500 (1) NA 30,000 1,500 NA 22,500 65 975 11,700 2,500 (2) NA 30,000 300 4,500 54,000 $197,700 2,300 $200,000 (66,000)(3) 40,000 3174.000 (3) Average cost to tenant is approximately $4,400. Cost to tenants will be based on need and ability to pay. The minimum cost to tenants is 1/3 of the total cost. A8-328 40 60 I The total cost of the program is $200.000 plus administratrion with the tenant contributing $66.900 (1/3) leaving a balance of $1?4,000 to be financed. The Foundation proposes to finance $38.000 of this amount and requests that the City of Miami contribute $116,000 toward the Minority Technical Assistance Program. The program needs to be implemented immediately as demonstrated by the closing of two (2) minority operations at Sayside. The City of Miami's Minority Program at Sayside is a laudable program and The Foundation wishes to assist the City in continuing its success. Therefore. The Foundation requests your support of this worthwhile and necessary program to assist minority tenants at Bayside. Because of the urgency of this matter, The Foundation also requests that the City Corission act upon this request as soon as possible. Sincerely Fduardp 1. Padron. Ph. D. T. Willard Fair Vice -Chairman cc: Mr. Cesar Odio (PLEASE NOTE THAT THE SAME LETTER WAS ADDRESSED TO EACH CITY COMMISSIONER) W329 ���Y/yl! IrNV ! IlYYY1f iY♦ �,�nr_.u1l.L.I E;�s - �� - ---- - - r � 6I ATTACHMENT II CITY OF MIAMI CITY CIERK REPORTS STING DATE: FEBRUARY 18. 1988 PAGE NO. ITEM 62 A MOTION OF THE CITY COMMISSION PARTIALLY GRANTING A REQUEST RECEIVED FROM THE BAYSIDE MINORITY •FOUNDATION FOR FINANCIAL SUPPORT TO IMPLEMENT A TECHNICAL ASSISTANCE PROGRAM FOR MINORITY TENANTS AT BAYSIDE; FURTHER DIRECTING THE CITY MANAGER TO ALLOCATE THE REMAINING BALANCE FROM THE APPROXIMATELY $118,000 STILL REMAINING OUT OF THE $1,000,000 ORIGINALLY ESTABLISHED BY THE CITY FOR LOANS TO MINORITY BUSINESSES AT BAYSIDE. SAID MONIES TO BE USED TO ASSIST THE BAYSIDE MINORITY FOUNDATION IN THEIR EFFORTS TO IMPLEMENT SAID PROGRAM. 8-1 MOVED: PLUMMER SECOND: KENNEDY UNANIMOUS NON -AG A RESOLUTION OF THE MIAMI CITY COMMISSION R 88-161 SUPPORTING THE AMERICAN CANCER SOCIETY BREAST MOVED: KENNEDY CANCER DETECTION AWARENESS PROJECT AND SECOND: PLUMMER ENCOURAGING LOCAL BUSINESS TO PROVIDE MAMOGRAMS UNANIMOUS AS AN INSURED BENEFIT TO THEIR EMPLOYEES; FURTHER tiRr:TNr. THE' FLORIDA LEGISLATURE TO PROVIDE THAT THE EXPENSE OF MAMOGRAMS SCREENING BE RECOGNIZED AND CONSIDERED AS REIMBURSABLE EXPENSES BY ALL HEALTH INSURANCE CARRIERS DOING BUSINESS IN THE STATE OF FLORIDA; FURTHER DIRECTING THE CITY CLERK TO TRANSMIT A COPY OF THIS RESOLUTION TO THE HEREIN DESIGNATED OFFICIALS. ITEM 64 A RESOLUTION CONCERNING THE 1988 MIAMI MAGIC R 88-162 FESTIVAL TO BE CONDUCTED BY THE JUNIOR LEAGUE OF MOVED: KENNEDY GREATER MIAMI, INC. ON APRIL 23, 1988; SECOND: PLUMMER AUTHORIZING THE CLOSURE OF DESIGNATED STREETS TO UNANIMOUS THROUGH VEHICULAR TRAFFIC, ESTABLISHING A TEMPORARY PEDESTRIAN MALL SUBJECT TO THE ISSUANCE OF PERMITS BY THE DEPARTMENTS OF POLICE AND FIRE, RESCUE AND INSPECTION SERVICES AND THE REQUIREMENT THAT THE CITY WILL BE INSURED AGAINST ANY POTENTIAL LIABILITY AND UPON ORGANIZERS PAYING FOR ALL NECESSARY COSTS OF CITY SERVICES. :TEM 64 A MOTION REFERRING BACK TO THE ADMINISTRATION M 88-163 REQUEST RECEIVED FROM REPRESENTATIVES OF THE MOVED: PLUMMER JUNIOR LEAGUE OF MIAMI, INC. FOR SUPPORT OF THE SECOND: KENNEDY "MIAMI MAGIC FESTIVAL" IN ORDER TO SEE WHETHER UNANIMOUS THEY CAN TRY TO MINIMIZE IN -KIND SERVICES REQUESTED IN SUPPORT OF SAID EVENT;FURTHER REQUESTING THE ADMINISTRATION TO PLACE THIS ISSUE BACK FOR DISCUSSION ON THE MARCH LOTH AGENDA. TEMS A MOTION DIRECTING THE CITY MANAGER TO PREPARE A M 88-164 )T, 69 LETTER TO ROBERT GALLAGHER, CHAIRMAN OF THE MOVED: PLUMMER 76 SURTAX BOARD, INDICATING THE CITY OF MIAMI'S SECOND: DAWKINS INTENT TO CONVEY CERTAIN PARCELS OF PUBLICLY UNANIMOUS OWNED LAND TO AMERICAN FINANCIAL CORPORATION INTERNATIONAL, INC., CODEC INC. AND ST. JOHN COMMUNITY DEVELOPMENT CORPORATION FOR DEVELOPMENT OF AFFORDABLE HOUSING; FURTHER DIRECTING THE CITY MANAGER TO REQUEST THE CHAIRMAN OF THE SURTAX BOARD TO SO INFORM THE SURTAX BOARD STAFF; AND FURTHER REQUESTING THAT THE ADMINISTRATION BRING THIS ISSUE BACK AT THE MEETING PRESENTLY ATTACHMENT III HVG INVESTMENTS INC. 3050 BISCAYNE BOULEVARD SUITE S00 MIAMI FLOAIDA 33137 March 8, 1988 Mr. Albert Ruder Special Assistant to The City Manager City of Miami 350.0 Pan American Drive Miami, Florida 33133 Dear Mr. Ruder: In response to your request for a modified budget for the Miami Bayside Foundation Technical Assistance Plan, please be informed that the budget will depend upon the balance remaining in the City's $1 Million Minority Fund. As an example, if the balance is $50,000, the budget would be for 9 months as follows and would eliminate the development of business plans as an offered service: Service Est. Est. Est. Monthly Total 9 Months Cost/Tenant Monthly Cost 1 Basic Accounting Services 2 Preparation of Financial Stmts. 3 Establish Proper Accounting System 4 Sales, Payroll & Income Tax Prep 5 Cash Mgmt., Inventory Mgmt., Sales & Mktg. Strategies, Budgeting and Capital Expend. Total Projected Cost Assume tenants pay 1/3 of cost $275 $4,125 ;-47;1?5 500(1) NA 22,500 1,500 NA 22,500 65 975 8,775 300 4,500 40,500 POST OFFICE BOX 370787 ' TELEPHONE 13051 573• 1632 $131,400 (43,800) 0 -3211 g 4 Mr. Albert Ruder Special Assistant to The City Manager Page 2 Administration 30400 Total capital requirement of The Foundation =117,900 City Contribution 1501000) Foundation $ 67,966 (1) Quarterly (2) One-time charge However, it is my understanding that more than $50,000 (Approximately $75,000) is remaining in the fund. We will await a final determination of the balance and submit a modified budget to reflect same. Again, thank you.for your support and assistance in this endeavor. owa Gary ' Presiden /D 41 ATTACHMENT IV BAYSIDE CENTER LIMITED PARTNERSHIP c/o Ma rcCl o" I�a 19 FEDERAL EXPRESS Honorable Cesar Odio City Manager Office of the City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 Dear Cesar, You have asked for Bayside's comments on the proposal by the Miami Bayside Minority Foundation to provide a technical assistance program to Bayside minority merchants who might need such assistance, and to utilize for that program certain Miami Capital funds in combination with the annual Bayside contribution to the Foundation ($700,000). Since I negotiated and signed the Bayside Minority Particpation Agreement it was thought appropriate that I should respond to your request. At the outset, I should state that the idea for this program arose from within the Foundation: it was not reqested, suggested, or stimulated by Bayside in any way. Neither Lee Goldfarb nor I was aware that the proposal had been made to the City. Moreover, I have not seen the document which is now being considered by the Commission. However, I chatted with Mr. Gary after the last Commission meeting and understand that the program, is intended to supplement and expand the technical assistance resources which Bayside has made available to its minority merchants since the Grand Opening. It is my further understanding that the Foundation intends to coordinate its efforts with ours, and that Mr. Gary, for the Foundation, would welcome a regular monthly planning and review session with Mr. Goldfarb for this purpose. If my understanding of the proposed program, outlined above, is correct, then we would have no objection to it, and would welcome the opportunity to have the Foundation join us in providing such assistance in a coordinated way to the Bayside minority merchants. Indeed, this program might be an effective way in which the expansion of tecchical assistance, which you have been discussing independently with us, might be implemented. 10275 Lane Pakiwo Parkway Columba MwylaW 210"3456 Page two March 4, 1M MoM+rable Cesar Odio The question has been asked whether this program faits within the intended purposes of the Foundation under the Minority Participation Agreement. When this Agreement was negotiated in 1984, the "coordination and integration of resources towards economic development of Minority Business Enterprises" was one of its express purposes as set forth in the Agreement. This definition seems broad enough to encompass the proposed program. Moreover, while the Foundation was not limited to assisting Bayside's MBE's, neither was it prohibited from assisting them either. In the final analysis, we were and are willing to leave the direction of the Foundation's affairs and the use of its resources to its directors. They represent a broad cross-section of independent -minded Miamians who have extensive experience in attempts to stimulate the development, survival and growth of MBE's. If the directors think that the proposed program is the best use of the Foundation's resources in its early years, we would not say them nay. If some amendment to the Agreement is felt desireable to make more explicit the Foundation's authority to do the proposed program, we would agree to join in the amendment. I trust that this letter responds adequately to your request. If you have further questions, please do not hesitate to call. Sincerely, james`F. Dausch Vice President and Group Development Director JFD:tlm cc: Lucia Dougherty, Esq. Albert Ruder Howard Gary Leon Goldfarb