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

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Example 2 • A JV between a non-ACDBE and an ACDBE operates a news/gift concession at an airport. – The ACDBE is reported to have a 15% share in the ownership of the JV. – The ACDBE has contributed capital from its own funds. – The ACDBE participates on a management committee and there are a number of business decisions requiring unanimous consent. – The ACDBE’s s share of the profits and risks of the joint venture are proportionate to its stated ownership interest. – There are management fees paid to the non-ACDBE partner, however, they are calculated as a reimbursement of costs. • The JV agreement appears to comply with the regulation and this guidance. 93
Example 2 - continued • The ACDBE is assigned the following activities: – Supervise the Manager in developing the annual budget – Evaluate day-to to-day operations and make recommendations – Sourcing and recruitment of personnel – Supervise employee training and development – Develop marketing and promotional concepts – Assist and advise regarding the needs of the local community – Identify potential DBE vendors – Monitor store compliance with other income programs • It is not possible to ascertain exactly what portion of the work will be performed by the ACDBE. 94
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DBE/ACDBE Participation in Joint Ve
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DBE Participation in Airport Conces
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• At about the same time (early 8
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Why JVs • Why were joint ventures
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• The entry of developers put add
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ACDBE Participation • ACDBE parti
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Subleases • Frequently, airports
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JVs v. Subleases/Direct Contracts -
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What is the purpose of the JV Guida
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LA Times - November 18, 1989 • El
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• Introduction OIG Report June 11
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The Miami Herald - January 14, 2004
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• Airport Connections Philadelphi
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31 Keep Keep your your company comp
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Introduction & Structure • This p
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What does Part 23 say about JVs as
Page 38 and 39:
Components of a JV agreement • Im
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Combine their property, capital, ef
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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 90 and 91: Example 1 • The ACDBE ownership o
Page 92 and 93: Example 1 - continued • Now, let
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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