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

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Example 1 • The ACDBE ownership of a retail JV is stated as 20%. • The ACDBE shares 20 % in the capital contribution, control, overall management, risks, and profits of the JV. • The ACDBE assigned role in the business includes “participation in” and “assistance with” various activities which routinely occur in the day-to to-day operations. • These roles should not be valued since the extent of this participation is unknown and is neither distinct nor clearly-defined. 89
Example 1 - continued Operations (1/3 of the business effort) Product (1/3 of the business effort) Administration/ Corp Support (1/3 of the business effort) Human Resources Purchasing Accounting/Payroll/ Taxes Loss Prevention Inventory Management Legal Services Safety/Security Pricing Business Development/ Landlord Relations Cash Management Décor/Display Human Resources/ Training Programs Day-to-Day Landlord Relations Product Assortment/Menu Development Policies/Procedures Maintenance/Cleaning Negotiation of Special Programs, Rebates, Display Allowances, etc. Other Corporate Support Budgeting/Monitoring Performance Budgeting/Monitoring Performance Budgeting/Monitoring Performance 90
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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
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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
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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 80 and 81: Red Flag Items • Management Fees
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 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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