DBE/ACDBE Participation in Joint Ventures - Metropolitan ...

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Red Flag Items • Management Fees – Should represent a recovery of costs – Should not be used as a “guaranteed draw” • Requirements to purchase goods or services from one of the partners – Requirements that result in controlling profits remaining for distribution are not acceptable • “Guaranteed draws” – Parties should not be entitled to a distribution of money regardless of the profitability of the joint venture • Forgiveness of debt – Not permitted under the guidance 79
Roles and Responsibilities of the Partners -Example The DBE shall be responsible for the following management and administrative functions of the Joint Venture: 80
Page 1 and 2:
DBE/ACDBE Participation in Joint Ve
Page 3 and 4:
DBE Participation in Airport Conces
Page 7 and 8:
• At about the same time (early 8
Page 9 and 10:
Why JVs • Why were joint ventures
Page 12:
• The entry of developers put add
Page 16 and 17:
ACDBE Participation • ACDBE parti
Page 18 and 19:
Subleases • Frequently, airports
Page 20 and 21:
JVs v. Subleases/Direct Contracts -
Page 22 and 23:
What is the purpose of the JV Guida
Page 24 and 25:
LA Times - November 18, 1989 • El
Page 26 and 27:
• Introduction OIG Report June 11
Page 28 and 29:
The Miami Herald - January 14, 2004
Page 30 and 31: • Airport Connections Philadelphi
Page 32 and 33: 31 Keep Keep your your company comp
Page 34 and 35: Introduction & Structure • This p
Page 36 and 37: What does Part 23 say about JVs as
Page 38 and 39: Components of a JV agreement • Im
Page 40 and 41: Combine their property, capital, ef
Page 42 and 43: Commensurate • What does “whose
Page 44 and 45: Loans of capital from the non-ACDBE
Page 46 and 47: Are service and management fees acc
Page 48 and 49: How can the value of the ACDBE role
Page 50 and 51: What if the level of participation
Page 52 and 53: What is included in the airport’s
Page 54 and 55: Can a JV be certified as an ACDBE
Page 56 and 57: Dissolution if ACDBE becomes inelig
Page 58 and 59: Questions Joint Venture Guidance No
Page 60 and 61: DBE/ACDBE JV Agreements ACC, Inc. N
Page 62 and 63: Basic Elements • Most joint ventu
Page 64 and 65: Part I - General Information • Re
Page 66 and 67: • Ownership Interests - Establish
Page 68 and 69: Part III - Capital Contributions
Page 70 and 71: • Representations and covenants -
Page 72 and 73: Ownership • Ownership Interests i
Page 74 and 75: • In the event that ACDBE is unab
Page 76 and 77: Management • Overall Management.
Page 78 and 79: Distribution of Profits The Managem
Page 82 and 83: • Assist with developing the annu
Page 84 and 85: Reviewing your role • Carefully r
Page 86 and 87: “Assist with” or “Participate
Page 88 and 89: Is easier, but… • Make sure tha
Page 90 and 91: Example 1 • The ACDBE ownership o
Page 92 and 93: Example 1 - continued • Now, let
Page 94 and 95: Example 2 • A JV between a non-AC
Page 96 and 97: Example 2 - continued • In order
Page 98 and 99: Example 3 - continued • The follo
Page 100 and 101: JVs can provide an opportunity, but
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DBE/ACDBE Participation in Joint Ventures - Metropolitan ...

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