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Miami Contemporary Dance Companym MIAMIBEACH ~ ~~~'' ~~a~~ City of Miami Beach Cultural Affairs Program and Cultural Arts Council Fiscal Year 2009/10 Cultural Affairs Grant Agreement This Grant Agreement is entered into this 24th day of September, 2009, between the City of Miami Beach, Florida (the City), and (Grantee). Article 1 /Grant Description 1. Grantee: Miami Contemporary Dance Company Grant Contact: Raymond Sullivan Address: PO Box 402823 City, State, Zip: Miami Beach FL 33140 Phone, fax, e-mail : 305-538-2988, 305-538-2987, miamicdc[cDyahoo.com 2. Grant amount: $19,350.00 50% paid upon execution of Phis Agreement. Remaining 5096 paid upon completian of Project and submission and approval of Final Report. 3. Project description: See Exhibit 1, attached hereto 4. Itemized budget: See Exhibits 2 A Project Budget and 2-B Grant Budget, attached hereto 5. Contract execution deadline: November 15, 2009 6. Expenditure deadline: September 30, 2010 7. Project completion date: ~"~'~~~~~-e 36 ~ ZdIO 8. Final Report deadline: Must be postmarked or delivered no later than 45 days after Project completion date. f~ IN WITNESS WHEREOF, the parties hereto have executed this Agreement this " d y of 2009. ~~ - att' r rera owe , ayor - e Signature Attest: ,, // I I~ U STATE OF ORIDA, COUNTY OF MIAMI- DADE Robert Percher, City Clerk GRANTEE: _ ~i Federal ID #: ~5 y y ~ ~ a Printed Name of rgani~tion's Authorized Representative (City Attorney Approval Here) The foregoing instrument was acknowledged before me this ~ day of ~« b2 +' 2009, by ~4fY1 SU~`i VGZh of ~t ~ Qcril ~ on ~t'n~Oca r. r ~e C~`not-for-profit corporation. He/She is personally k/no/wn to me or has produced ~V~f ~5~1 „4~!'~~'!-? Signature of Notary Public Notary Name: RJ~T(.l~G ~ I Ct.Z Notary Public, State of Florida APPRO~/ED AS TO `<> FORM 8 t:ANGUAGE ._ ~ FOR EXECUTION _ 2 ~~U~ My Commission Expires: ~ ~ ~`~"~ a~tasr'u our Nogry- Pub11C - Sfaa of Flotidit • IAt- comm. ExPi-es Ma Y+, Yt118 commiasron ~ Do d71S~0 TDroupq iii tbhry Jlgn. •' Article II /General Conditions 1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a municipal corporation organized under the laws of the State of Florida (City). The City has delegated the responsibility of administering this Grant to the City Manager or his authorized designee, who shall be the City's Cultural Affairs Program Manager. 2. Proiect Description: The Grantee may only use the Grant for the purposes that are specifically described in the Project Description, attached hereto as Exhibit No. 1. All expenditures will be subject to the terms of this Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2-B. A mandatory dollar for dollar ($1 to $1) match is applicable to all Grant programs. Grant applicants must demonstrate this match through cash, other matching grants and/or In-Kind contributions not in excess of 25% of the total cash project budget. Line item changes to said Budget shall not exceed ten percent (10%) per category, and shall, in no event, exceed the total amount of Grant funds. Notwithstanding the preceding sentence, amendments to the itemized Grant Award Budget in Exhibit 2-B shall not be permitted without the prior written consent of the Cultural Affairs Program Manager. Said requests shall be made in advance of the project's commencement, in writing, detailing and justifying the need for such changes. 3. Reports: This Grant has been awarded with the understanding that the described Project will enhance and develop the City's cultural community. To demonstrate that the Grant is fulfilling, or has fulfilled, its purpose, the Grantee must supply the Cultural Affairs Program Manager with a written Final Report documenting that the Grantee has fulfilled all requirements. This report must be received by the Cultural Affairs Program Manager within 45 days of the Project's completion date. Grantees completing their Project by the end of the Fiscal Year, or September 30, 2010, must submit their final reports no later than November 15, 2010. New Grant awards will not be released until all Final Reports for previous years' funding are received. 4. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Article I-2 (subject to the restrictions therein). In awarding this Grant, the City assumes no obligation to provide financial support of any type whatsoever in excess of the total Grant amount. Cost overruns are the sole responsibility of the Grantee. The Grant funds will only be supplied to the Grantee following the Mayor and City Commission's approval of the award, and execution of this Agreement by the parties hereto. 5. Program Monitoring and Evaluation: The Cultural Affairs Program Manager may monitor and conduct an evaluation of the Project under this Grant, which may include, with or without limitation, visits by City representatives to observe the Project, or Grantee's programs, procedures, and operations, or to discuss the Grantee's programs with Grantee's personnel. The Grantee agrees to utilize the standardized Audience Survey adopted by the Cultural Arts Council to obtain specific feedback from program participants. 6. Bank Accounts and Bonding: Monies received pursuant to this Agreement shall be kept in accounts in established Miami-Dade County banks or savings and loan associations whose identities shall be disclosed in writing to the Guttural Affairs Program Manager with the identity and title of individuals authorized to withdraw or write checks on Grant funds. 7. Accounting and Financial Review: Funded activities must take place within the City's fiscal year for which they are approved (C'ctober 1 -September 30).The Grantee shall keep accurate and complete books and records of all receipts and expenditures of Grant funds, in conformance with reasonable accounting standards. These books and records, as well as all documents pertaining to payments received and made in conjunction with this Grant, including, without limitation, vouchers, bills, invoices, receipts and canceled checks, shall be dated within the fiscal year for which they are approved and retained in Miami-Dade County in a secure place and in an orderly fashion by the Grantee for at least two (2) years after the Expenditure Deadline specified in Article 1-5. These books, records, and documents maybe examined by the City, and/or its authorized representatives, at the Grantee's offices during regular business hours and upon reasonable notice. Furthermore; the City may, at its expense, audit or have audited, all the financial records of the Grantee, whether or not purported to be related to this Grant. ~. 2of10 8. Publicity and Credits: The Grantee must include the City of Miami Beach logo and the following credit line in all publications related to this Grant: City of Miami Beach, Cultural Affairs Program, Cultural Arts Council. Failure to do so may preclude future grant funding from the City in the same manner as if Grantee defaulted under this Agreement, pursuant to Article II-12. 9. Liability and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers, employees, agents and contractors, from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the City or its officers, employees, agents and contractors may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or resulting from the performance if this Agreement by the Grantee or its officers, employees, agents, servants, partners, principals or contractors. Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided, shall in no way limit its obligation, as set forth herein, to indemnify, hold harmless and defined the City or its officers, employees, agents and contractors as herein provided. If the Grantee is a government entity, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statute, subject to the provisions of that Statute whereby the Grantee entity shall not beheld liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the government entity arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the Grantee entity. 10. Assignment: The Grantee shall not be permitted to assign this Grant, and any purported assignment will be void, and shall be treated as an event of default pursuant to Article II-12. 11. Compliance with Laws: The Grantee agrees to abide by and be governed by all applicable Federal, State, County and City laws, including but not limited to Miami-Dade County's Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter 2, Article VII of the h"iami Beach City Code, as amended, which is incorporated herein by reference as if fully set forth herein. 12. Default/Termination Provisions: In the event the Grantee shall fail to comply with any of the provisions of this Agreement, the Cultural Affairs Program Manager may terminate this Agreement and withhold or cancel all or any unpaid installments of the Grant upon giving five (5) calendar days written notice to the Grantee, and the City shall have no further obligation to the Grantee under this Agreement. Further, in the event of termination, the Grantee shall be required to immediately repay to the City all portions of the Grant which have been received by the Grantee, as of the date that the written demand is received. In the event that this Grant is terminated, the following provisions will also apply: a. For first-time violations -Grantee shall be required to submit a final report with documentation of expenditure of all Grant funds already received (first half) up to the termination date. Additionally, Grantee will be ineligible to apply and/or receive a grant in the subsequent City fiscal year. However, Grantee will be allowed to apply for grants in future fiscal years. b. For more than first-time violations -Any compliance infractions beyond first-time violations will be considered by the Cultural Affairs Program Manager, on a case-by-case basis. As part of his consideration, the Cultural Affairs Program Manager shall obtain the recommendation of the Cultural Arts Council, but the final decision as to whether Grantee may be allowed to apply for future grants shall remain within the sole discretion of the City. i' ~ 3 of 10 Any uncommitted Grant funds which remain in the possession or under the control of the Grantee as of the date of the Expenditure Deadline specified in Article 1-5 must be returned to the City within fifteen (15) days after the Expenditure Deadline. If such funds have been committed but not expended, the Grantee must request in writing from the Cultural Affairs Program Manager an extension of the Expenditure Deadline which, if approved, shall be for a period not to exceed one (1) year. Grant funds which are to be repaid to the City pursuant to this Section are to be repaid upon demand by delivering to the Cultural Affairs Program Manager a certified check for the total amount due, payable to the City of Miami Beach, Florida. These provisions shall not waive or preclude the City from pursuing any other remedies that may be available to it under the law. 13. Indulgence Will Not be Waiver of Breach: The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement either at the time the breach or failure occurs, or at any time throughout the term of this Agreement. 14. Written Notices: Any written notices required under this Agreement will be effective when delivered in person or upon the receipt of a certified letter addressed to the Grantee at the address specified in Article I-1 of this Agreement, and to the City when addressed as follows: Gary Farmer, Cultural Affairs Program Manager, City of Miami Beach Dept. of Tourism and Cultural Development, 1700 Convention Center Drive, Miami Beach, Florida 33139-1819. 15. Captions Used in this Agreement: Captions, as used in this Agreement, are for convenience of reference only and should not be deemed or construed as in any way limiting or extending the language or provisions to which such captions may refer. 16. Contract Represents Total Agreement: This contract, including its special conditions and exhibits, represents the whole and total agreement of the parties. No representations, except those contained within this agreement and its attachments, are to be considered in construing its terms. No modifications or amendments may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate action by the Mayor and City Commission. Article III /Miscellaneous Provisions 17. The Grant awarded herein is the result of an extensive public review process, which found that the Grantee is performing a public purpose through the programs, projects, and/or services recommended for support. As such, use of Grant funds for any program component not meeting this condition will be considered a breach of the terms of this Agreement and will allow the City to seek remedies including, but not limited to, those outlined in this Grant Agreement. 18. The Grantee also accepts and agrees to comply with the following Special Conditions: The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex. The Grantee hereby agrees that it will comply with City of Miami Beach Ordinance No. 92-2824, as amended from time to time, prohibiting discrimination in employment, housing and public accommodations on account of race, color, national origin, religion, sex, sexual orientation, handicap, marital status, or age. The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available to persons without disabilities. i' 4of10 The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability and requires that Grant recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. 19: GOVERNING LAW AND EXCLUSIVE VENUE This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in State court, and the U S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, Grantor AND Grantee EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. -The remainder of this page is left intentionally blank- /;. 5of10 Exhibit 1 /Revised Project Description Organization: Miami Contemporary Dance Company Completely describe Project approved by the Granfs Panel and in a separate narrative detail all revisions to the Project based upon the. City. Commission approved. award. Please be as specific as possible; name of event, specific dates, venues, times, artists, etc. Use extra page if necessary. Project description as approved by Grants Panel: 2009-10 MAJOR PERFORMANCE SEASON: The 2009-10 Season consists of 4 major programs at the Colony Theater including a major full evening world premiere a repertory works and an exciting community dance gala. Program I: Features the full evening The Death of Garcia Lorca by Ray Sullivan on October 9-10 & 16-17, 2009. Program II: On November 13-14 & 20-21, 2009, MCDC will premiere Where /-95 Ends, an exciting multimedia evening of dance, movable sets and video about Miami and the people that make the Magic City shine! On March 5-6 & 12-13, 2010, Program III will feature selections from three repertory works: If You Were In My Shoes, What Color Would They Be? 9 to 5 and Signs of Life 9/19. Program IV: On May 5-8 & 14-15, 2009 MCDC will restage the Company's Your Blood, My Blood , an evening dealing with the AIDS epidemic in Africa. 10th Anniversary Celebration- on Saturday January 23 MCDC will have an Evening of Community Dancing at the Colony Theater with showcases of MCDC's professional dancers, children and Adult community students as well as a dance after party with everything from Salsa to Two Step....Put on your dancing shoes and celebrate 10 years of Miami Beach's professional contemporary dance institution. MIAMI CONTEMPORARY DANCE SCHOOL: The School offers dance training to more than 50 students ages 3 -18 as well as a complete adult program (100 adult participants) in a variety of dance disciplines including a summer program. The School offers scholarships for underserved children. The faculty is comprised of 11 professional dance teachers. EMERGING CHOREOGRAPHER'S WORKSHOP: NEW WORKS: Since 2003, New Works has nurtured emerging choreographers through career development opportunities. Participants, chosen through an open application process, are provided with free access to the Company's dancers; 3 weeks of rehearsal space; costumes, sets and lighting; technical assistance; camera crew; and a performance venue. The final piece is performed at a free live video taping, open to the public. Past recipients include Lara Murphy, Charm Walters, Letty Bassart, Katrina Choate and Kerry Paly DANCE EDUCATION CI ?ILDREN'S OUTREACH PROGRAM (DECO): The Company cultivates young audiences through this in-school initiative. Since 2001, DECO has introduced children to dance by teaching the elements of a dance performance, from concept to stage, in a fun, engaging format culminating in a performance showcase. INTERNATIONAL DANCE EXCHANGE: MCDC has an ongoing partnership with Argentina and Italy. II Balletto dell'Esperia performed at the Colony in November `07 and MCDC traveled to Italy in April `08. Balletto dell'Esperia artsitic director and choreographer, Paolo Mohovich, is creating a world premiere piece for MCDC for February of 2009 and Artistic Director Ray Sullivan wil travel to Italy to choreograph a work on Balletto dell'Esperia's dancers in 2010. ARTSPACE @ THE CENTER: MCDC maximizes the use of its facility by inviting local performing artists to utilize the Center's studio space during off-hours for the Company and School for free. Past participants in this mini-residency program include Octavio Campos, Letty Bassart, Bill Doolin, Ileigh Reynolds, David Leddick, Gaby Schaffer, Luis Vivas and,Lorena ~~ 6of10 Arrestia. As MCDC moves into its 10th year, Ray Sullivan is fulfilling his artistic vision of establishing a professional arts institution on Miami Beach that offers year-round performances and a varied range of educational and outreach programs. Miami Contemporary Dance Company's 2009-10 Season furthers .our rr~ssion. of .artistic ,excellence by presenting the highest .quality of professional contemporary dance to the South Florida community, and representing Miami's rich cultural diversity internationally. Project description as revised (if applicable based upon the City Commission approved award: Changes to projects awarded under the Artistic Disciplines program must still adhere fo the requirement that the work is new or has never before been presented in Miami Beach. 2009-10 MAJOR PERFORMANCE SEASON: The 2009-10 Season consists of 2 major programs at the Fillmore at the Jackie Gleason and at the Colony Theater. including 2 world premieres and repertory works and an exciting gala. Program I: Features the full evening The Sky's the Limit 10 year anniversary at the Fillmore at the Jackie Gleason on January 16th 2010 at 7:00 PM Program II: Performances at the Colony Theater on April 30, May 1 ,May 7 and 8 2010 13-14 & 20-21, 2009, EMERGING CHOREOGRAPHER'S WORKSHOP: NEW WORKS: will not be presented this year. Instead extra development of emerging choreographers is being emphasized on Artspace rehearsal space grants for artists. To encourage development of work in this difficult economic times for local artists. i' 1of10 FISCAL YEAR (Month/Day): October 1 to September 30 ROUNDED TO: nearest dollar 2009 to 2010 EXPENSES: 1) Personnel-Administrative 79,600 2) Personnel-Artistic 120,000 3) Personnel-Technical/Production 24,500 4) Outside Artistic Fees/Services 5) Outside Other Fees/Services 8.000 6) Rent/Mortgage (circle one) 22,500 7) Travel 8) Marketing 44,000 9) Remaining Operating Expenses 13.400 10) Total Cash Expenses 312.000 11) Total In-Kind (Line 26) 12,900 12) Total Expenses (Lines 10 + 11) 324.900 INC OME: 13) Admissions 75,000 14) Contracted Services 15) Other Revenues 28.000 16) Corporate Sponsors (non-Board) 17) Corporate Sponsors (Board-related) 10,000 18) Foundation Support 51.400 19) Other Private Support (non-Board) 45,000 20) Other Private Support (Board) 10,000 21) Government Support - Federal •. 22) Government Support -State 23) Government Support -Local 92,600 24) Cash on Hand and Savings 25) Total Cash Income (Lines 13-23) 312.000 26) Total In-Kind Contributions 12.900 27) Total Income (Lines 25+26) 324.900 ,.- /~ Exhibit 2-A: Project Budget /Revised Total Project Budget Name of organization: Miami Contemporary Dance Company Date(s) of Project: Attach a copy of the total Project budget or list cash expenses and cash revenues specifically identified with your program, project or events. Round off all numbers to the nearest dollar. EXPENSES REVENUES CASH IN-KIND CASH IN-KIND Personnel -artistic Admissions Personnel -technical Contracted services Personnel -administration Tuitions Outside artistic fees/services _ Corporate support Outside other fees/services _ _ Foundation support Marketing/Publicity _ _ Individual support Space rental _ ~ Government grants Utilities Federal Equipment rental _ _ State Office supplies Other Costs (Itemize below) Other Contributions (Itemize below) Total cash expenses _ Total in-kind expenses _ Total project expenses _ CASH & IN-KIND City of Miami Beach Grant Award 19,350.00 Total cash revenues Tota( in-kind revenues Total project revenues CASH & IN-KIND 8 of 10 Exhibit 2-B: Project Budget /Revised Grant Award Budget Name of organization: Miami Contemporary Dance Company Date(s) of Project: Grant Award: $19,350.00 Directions: Identify and itemize cash expenses to be paid from Grant award funds. Grant awards may only be spent within budget categories declared below. Line item changes to said Budget shall not exceed ten percent (10%) per category, so long as said expenditures do not exceed the total amount of Grant funds Grant Expenses Personnel -artistic 17,150 Equipment Rental Personnel -technical _ Space rental (Performance Related Only) Outside artistic fees Marketing/Publicity 2,200 Total Other Costs (itemize Below) Printing _ Description Amount Postage TOTAL (must equal grant award): $19,350 Grant requirements Grant funds must be spent within budget categories agreed upon in grant agreement. All publications associated with City of Miami Beach cultural grant support must include the City of Miami Beach logo and the following byline: "City of Miami Beach, Cultural Affairs Program, Cultural Arts Council. " Allowable Grant Expenditures as Relates to Grant Project: • Artistic and technical fees directly related to the proposed program or event • Production costs related to the proposed program, project or event • Honoraria • Equipment rental and expendable materials • Marketing • Publicity • Equipment rental and personnel necessary to provide program accessibility as mandated by the Americans with Disabilities Act (ADA) and Section 504 of the Rehabilitation Act of 1973 ~' 9 of 10 Grant. Use Restrictions .(grant funds may not be used towards): • Remuneration of City of Miami Beach employees for any services rendered as part of a project receiving a grant from Cultural Affairs grants programs • Administrative salaries or fees • "Bricks and mortar" or permanent equipment; unless the purchase price is less than the cost of rental. • City of Miami Beach services (permit fees, off duty police, electricians, insurance, etc.) • Debt reduction • Indirect or general operating costs related to the operation of the organization (Cultural Anchors excluded from this restriction) • Travel or transportation • Social/Fundraising events, beauty pageants or sporting events • Hospitality costs including decorations or affiliate personnel with the exception of artists • Cash prizes • Lobbying or propaganda materials • Charitable contributions • Events not open to the public; unless the event serves to specifically benefit City of Miami Beach government and has been previously approved as such be the Cultural Affairs Program Manager Required supporting materials for final reports submitted within 45 days upon completion of grant project: • Copies of all receipts, invoices and expenditures of grant monies. CATEGORIZE ALL RECEIPTS, INVOICES AND CANCELLED CHECKS (front and back copies), ETC. ACCORDING TO THE GRANT BUDGET (i.e. -all artists payments, separate from advertising payments). Invoices AND checks must be dated within the 2009-10 Fiscal Year • Proof of logo and credit line in project publications and advertisements • Proof of performance(s), such as programs, brochures and flyers. i~ 10 of 10 Articles of Incorporation of Miami C:onten~porary Dance C:orpor-ation These Articles of Incorporation are hereby adopted b_y t}~e Board of Directors of Miarni Contemporary Dance Corporation, for the purpose of forming a corporation under the Florida Nor for Profit Corporation Act. Article I - Narne ~ ~~„ o r- r*< o r c-, .~ > -.: The name of this corporation is Miami Contemporary Dance Corporation. ~: r, rTt w ~ ~ Doing business as Miami Contemporary Dance Company. ~ : N ~• v:~ - =' rv ;:,-. • ....r ---. - ~ Q:x Article it -Location ' ~' o -:. tv o rn The place in this state where the principal office of the Corporation is to be located i ~ s the City of Miami Beach in Dade County. The business and mailing address of the Corporation is: 1610 Euclid Avenue, #B, Miarni Beach, FL 33139. Artiste [II- Purpose The purposes for which the Corporation are organized are exclusively charitable grid educational within the meaning of Section 501(c)(3) of the Internal Revenue code of 1954 or the corresponding provision of any future United States Internal Revenue law. Article IV -Directors T}~e board of Directors of Miami Contemporary .Dance Corporation shall be elected as stated in the by-laws of the corporation. The names and addresses of the persons who are the initial Directors of the Corporation are <~s follows: Raymond M. Sullivan, President/Treasurer 1610 Euclid Avenue #B Miami Beach, FL 33139 Jorge Gallardo, Vice President/Secretary 1754 Meridian Avenue #404 Miarni Beach, FL 33139 Esaias Johnson, Director 774 NE 71 Street Miami, F[. 33I 38 ~' Article V -Powers Notwithstanding any other provision of these articles, this organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 Article Vi -Dissolution In the event of dissolution of the Corporation, the residual assets of the organization «~ill be turned over to one or more or~,anizations which themselves :ire exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of'the Internal Revenue Code of t 954 or the corresponding sections of any prior or future Internal Revenue Code, or to the federal, State, or local government for exclusive public purpose. Article V11 -Officers The business affairs of the Corporatio~i are to be managed b_y a President, Vice president, Secretary, and a Treasurer. The artistic affairs of the Corporation are to be managed by an Artistic Director. Such officers shall be elected annually by the Board of Directors, with the exception of the Artistic Director which will be elected at such time when requisite. Article VI[I - By-laws The By-taws of the corporation are to be made, altered, or rescinded b_y the Directors of the Corporation. Article 1X - Amendments to Articles These Articles of Incorporation may be amended by the Board of Directors of the Corporation. Such amendments may be proposed and adopted in the manner provided in the By- laws of the corporation. Article X -Initial Registered Agent And Street Address Raymond Sullivan - 1 G 10 Euclid Avenue, Apt. B, Miami Beach, FL 33139 Article X1 -Incorporator Raymond Sullivan - 1610 Euclid Avenue, Apt. B, Miami Beach, FL 3 ~ 139 Article XiI -Date - ~, ~•~: ~ ,L- -- - _-'- ~ February. 17 2000 R y on Sullivan resident and Treasurer The undersigned incorporator has executed these Articles of Incorporation this l7"' day of February 2004. /fm~ing hcen named n regi.clerecl agent and to accept .cen-ice of the process jar the above staled corporntion a1 the place de.cignatecl in !iris certiTcnte, T herehv accept 117e appointment as registered agent acrd ngree hJ acv in thi•~ capacity. 1. further agree to comply ~+•i~h the prvi~i.cinn.c aJal/ .clala~le.c relating ~a the proper artd complete per rmance oj~ p du/tie,c, and 1 am familiar isitla and accept tfre obligations of my position ac registered agent. r~=L~, ,<.~-• L`~ '~--~-- ------ ~ February. 172000 Ray and Sullivan, Registered Agent ~m o r ~ ~~' ~ °~ i/~: - ~ :u ~.~ ~~- -o O y N ~rri tD / ,.