South Beach Chamber Ensemble
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City of Miami Beach and Miami Beach Cultural Arts Council
Fiscal Year 2004/2005 Cultural Affairs Grant Agreement
This Grant Agreement is entered into this 19!rday of c(tp Ietu ~ , 2004, between the City of
Miami Beach, Florida, (the City), and South Beach Chamber Ensemble (Grantee).
Article II Grant Description
1.
Grantee:
Address
City, State, Zip
Phone, fax, e-mail
South Beach Chamber Ensemble
1300 Pennsylvania Avenue Suite 8C
Miami Beach, FL 33139
(305) 673-2183, (305) 673-2183, mandrews17@mindspring.com
2. Grant amount: $9800 50% paid upon execution of this Agreement.
Remaining 50% paid upon completion of Project and submission and approval of Final Report.
Project description: See Exhibit 1, attached hereto
Itemized budget: See Exhibits 2-A and 2-B, attached hereto
Contract deadline: November 5, 2004
Expenditure deadline: September 30, 2005
Project completion date:
F I Report deadline: Must be postmarked or delivered no later than 45 days after Project
completion date.#.
HEREOF, the parties hereto have executed this Agreement this l!l!!. day of ~t!,6)1_, 2004.
Attest:
KAwi ftu~
STATE OF FLORIDA, COUNTY OF MIAMI- DADE
Grantee's Cor orate Seal Here
The foregoing instrument was acknowledged before me
thi~9 day of O~b..r- 2004, by
/h/ch::>e / r /Jrdre.VJs of
.$:.)c.-.-fh tkr::x:I'> C~p;J/.k!Y En~&fo1profit
Robert Parcher, City Clerk
APPROVED S TO
FORM & LAN UAGE
& FOR EXEC TION
corporation. HelShe is personally known to me or has
produced F/ /)Iv. 6('. A5~. srK. f";J'OflasD
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Iff/( Signature of Notary Public
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BY: tr I J .
Printed Na
Notary Name~L. Ie> Cq /oi't?--"Dn
Notary Public, State of Florida
Signature
My Commission Expires:
Article III 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 tOJhe City's Cultural Affairs Program Manager or his designee.
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. 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. Notwithstanding the preceding sentence, amendments to the itemized
Budget in Exhibit 2-B shall not be permitted without the prior written consent ofJhe Cultural Affairs Program
Manager or his designee. Said requests shall be made in advance, 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 or his designee with a written final report
documenting that the Grantee has fulfilled all requirements. This report is to be received by the Cultural Affairs
Program Manager or his designee within 45 days of the Project's completion date. Grantees completing their
Project by Fiscal Year End, September 30, 2005, must submit their final reports no later than November 15,
2005.
4. Amount of Grant and Pavment Schedule: The total amount of the Grant is specified in Article 1-2 (subject
to the restrictions in Article 1-2). By making this Grant, the City assumes no obligation to provide financial
support of any type whatever in excess of the total Grant amount. Cost overruns are the sole responsibility of the
Grantee. The Grant funds will be supplied to the Grantee subsequent to the Mayor and City Commission's
approval of the award.
5. Proqram Monitorinq and Evaluation: The Cultural Affairs Program Manager or his designee may monitor
and conduct an evaluation of operations and the Project under this Grant, which may include visits by City
representatives to observe the Project or Grantee's programs, procedures, and operations, or to discuss the
Grantee's programs with the Grantee's personnel.
6. Bank Accounts and Bondinq: 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 Cultural Affairs Program Manager or his designee with the identity and title of individuals
authorized to withdraw or write checks on Grant funds.
7. Accountinq and Financial Review: The Grantee must 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, such as vouchers, bills, invoices, receipts and canceled checks, shall be 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 may be examined by the Cultural Affairs
Program Manager or his designee or his designee at the Grantee's offices during regular business hours and
upon reasonable notice. Furthermore, the Cultural Affairs Program Manager or his designee may, at the City's
expense, audit or have audited, upon reasonable notice, all the financial records of the Grantee, whether or not
purported to be related to this Grant.
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 11-12.
9. Liability and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers,
employees, agents and instruments from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the City or its officers, employees, agents and instrumentalities 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 employees, agents, servants, partners,
principals or subcontractors. 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 the responsibility to indemnify, keep and save harmless and defined
the City or its officers, employees, agents and instrumentalities 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 be held liable to pay a personal injury or property damage claim or judgment by anyone 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. Assiqnment: The Grantee is not permitted to assign this Grant, and any purported assignment will be
void, and shall be treated as an event of default pursuant to Article 11-12.
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 Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set
forth herein.
12. DefaulUTermination Provisions: In the event the Grantee shall fail to materially conform with any of the
provisions of this Agreement, the Cultural Affairs Program Manager or his designee may 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 a breach of
any term or condition of this Agreement, upon five (5) calendar days written demand by the Cultural Affairs
Program Manager or his designee, the Grantee shall repay to the City all portions of the Grant which have been
received by the Grantee, but which have not actually been disbursed by the Grantee as of the date that the
written demand is received. In the event that this Grant is cancelled or the Grantee is requested to repay Grant
funds because of a breach of this Agreement, the Grantee will not be eligible to apply to the City for another
Grant for a one year period commencing on the date the Grantee is notified in writing of the breach of this
Agreement.
The Grantee will be liable to reimburse the City for all unauthorized expenditures discovered after the
expiration of the Grant period. The Grantee will also be liable to reimburse the City for all lost or stolen Grant
funds.
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 or his designee 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 by delivering to
the Cultural Affairs Program Manager or his designee a certified check for the total amount due, payable to the
City of Miami Beach, Florida.
These provisions do not waive or preclude the City from pursuing any other remedies that may be
available to it under the law.
13. Indulqence 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 of the breach of 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 1-1 of this Agreement, and to the City when addressed as follows: Grisette Roque Marcos,
Interim Director, Miami Beach Cultural Arts Council, 1700 Convention Center Drive, Miami Beach,
Florida 33139-1819.
15. Captions Used in this Aqreement: 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 Aqreement: 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 1111 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 services recommended for support.
As such, use of these 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.
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.
Exhibit 1/ Revised Project Description
Qrganization: South Bea h hamber Ensemble
Y 11 L1 - ",4 i f"'I Gf- S.
Completely describe Project approved by the Grants 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.
Project
title:
The dates of our Music in Beautiful Spaces in Miami Beach have been changed;
Saturday, December 4, 2004 (11:00 AM), Miami Beach Botanical Garden (as part
of their Art-Basel celebration)
Thursday, March 10, 200S (7:30 PM), Bass Museum of Art (second Thursdays)
Sunday, September 18, 200S (3:30 PM) with a pre-concert lecture from a director of
the VilIa-Lobos Museum, Rio de Janeiro at 2:00 PM)
With the loss of our very fine violist to the Sarasota Symphony over the past summer we
will vary the instrumentation to include concerts of piano trios with our already
scheduled string quartets. The Rio de Janeiro collaboration will consist of piano trios by
ViIla-Lobos and Copeland.
The principal artists will be Mei Mei Luo, violin, Thomas Moore, violin, Michael
Andrews, cello, and Michael Linville, piano.
Exhibit 2-A: Project Budget J Revised Total Project Budget
Name of organization: South Beach Chamber Ensemble
ProjectTitle: JVh" '>'1 C iV] ~-avvh~ I S g;xt L.f2. ~
Date(s) of Project: r)...e L L1j Z-ODi--1 /VlC\y[h 10 r ~t It /LO C> S
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 bocD Admissions SDO
Personnel - technical I 5(0 15D Contracted services
Personnel - administration 3000 lOrD 0 D Tuitions
Outside artistic fees/services ~OO Corporate support
Outside other fees/services Foundation support 1000
Marketing/Publicity 1100 Individual support
Space rental '"3oce Government grants ZoOO
Travel Federal
Utilities State
Equipment rental 10(") D
Office supplies 'Sot;
Insurance/Security
Other Costs: (Itemize below) Other Contributions (Itemize below)
Py. ;"';V\:) ISO 60/l-ljVJ r 1€ c~ IOI/3c
b(cfl'1k.lf ,:t(V' 70bD ~ ZC; D 0
C; '-" tl t:€. H'1ta 300D
,
Grant award $9800
Total cash expenses l~/~o t> Total cash revenues , "3 I 30 C>
J ,
Total in-kind expenses 1$, ISO Total in-kind revenues 15,/'50
zct ,y So ,
Total project expenses Total project revenues 6~ ,(./80
, .
(cash + in-kind) (cash + in-kind)
Exhibit 2-B: Project Budget I Revised Grant Award Budget
Name of organization: South Beach Chamber Ensemble
ProjectTitle: ~ S; G i VI ~/A_J- J F.d > p 0, C~ 5-
Date(s) of Project: 0-" L Y I L.. C D~ ttl (,~ I 0 }- ~LI g:) UJO 5
Directions: Identify and itemize cash expenses to be paid from Grant 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
6 cJ C) (')
100 (j
150
~of)
Marketing/Publicity
(, DC
Personnel - administrative
Space rental
Personnel - technical
Travel (local only)
Outside artistic fees
Outside other fees
(Itemize below)
Other costs
(Itemize below)
6iVln~
ISo
TOTAL: $9800
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."
Grant funds may not be used for:
. Remuneration of City employees for any services rendered as part of a project receiving a grant from
the City of Miami Beach Cultural Arts Council
. "Bricks and mortar" or permanent equipment (permanent equipment necessary for proposed project
may be purchased if the price is less than what is would cost to rent the equipment)
. Debt reduction
. Out-of-county travel or transportation
. Fundraising events
. Hospitality events
. Events not open to the public
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I certify the attached is a true and correct copy of the Articles of Incorporation of
SOUTH BEACH CHAMBER ENSEMBLE, INC., a Florida corporation, filed on
January 22, 2001, as shown by the records of this office.
The document number of this corporation is N01000000509.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Twenty-fourth day of January, 2001
CR2E022 (1-99)
K~JfA"i-s
I!Rat~crinc ;Marris
~ccrctltr!! of.~tlttc
ARTICLES OF INCORPORATION OF
SOUTH BEACH CHAMBER ENSEMBLE, INC,
We, the undersigned, natural persons competent to contract, for the purpose of forming a
corporation under and in accordance with the Florida Not for Profit Corporation Act, Chapter 617,
Florida Statutes, hereby subscribe to and adopt the following Articles of Incorporation.
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The name of the corporation is SOUTH BEACH CHAMBER ENSEMBLE, lNg;'
III'
ARTICLE I
NAME
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The principal place of business and mailing address is 1300 Pennsylvania Avenue, Suite 8C,
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
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Miami Beach, Florida, 33139,
ARTICLE III
PURPOSES
The corporation is organized exclusively for the purpose of promoting and performing
chamber music in all its diverse forms, from its origins to the varied cultural creations being
produced from time to time. Such promotions may include various collaborations with other art
forms from time to time. In furtherance of this purpose, this corporation may engage in any activity
or business permitted under the laws of the United States and the State of Florida, including the
holding and administering of such funds as may be earned by it, or given to it by a governmental
body, corporation, person or other entity, the disbursement of funds, except that no part of the
income or assets of the corporation shall be distributable to its members, directors or officers, except
as provided in S617.0 11 (1) with regards to payment of reasonable compensation for services
actually rendered.
Articles of Incorporation of South Beach Chamber Ensemble, Inc.
ARTICLE IV
ELECTION OF DIRECTORS
The initial directors are listed in article below. This corporation shaH have at least five (5) directors,
elected for one year tenns at each annual meeting of the members. The number of directors may
be increased or diminished from time to time according to the Bylaws, but at no time shaH it be
decreased to less than five (5).
The names and addresses of the current directors are:
NAME
ADDRESS
Michael T. Andrews
1300 Pennsylvania Avenue, #8C
Miami Beach, Florida 33139
Ruth Stoltz
705 SE 3rd Court
Dania Beach, Florida 33004
Holly Berline
930 NE 109th Street
Miami, Florida 33161
William L. Handley
9911 SW 48th Street
Miami, Florida 33165
Dianne Collins
16425 Collins Avenue, #811
Miami Beach, Florida 33160
ARTICLE V
ADRESS OF REGISTERED AGENT
The street address of the registered office of this corporation is 1300 Pennsylvania Avenue,
#8C, Miami Beach, Florida 33139. The registered agent at that address is MICHAEL T.
ANDREWS.
ARTICLE VI
Articles of Incorporation of South Beach Chamber Ensemble, Inc.
DURA nON
This corporation shaH exist perpetuaHy, unless sooner dissolved according to law
ARTICLE VII
MEMBERSHIP QUALIFICATIONS
The qualifications for members, their manner of admission and their classification( s), if any,
shall be as set forth in the Bylaws of this corporation, except that voting members/directors of the
corporation shall only be qualified persons elected by at least fifty percent (50%) vote or written
consent of the MemberslDirectors of the Corporation.
ARTICLE VII
INCORPORATORS
The names and addresses of the incorporator is:
NAME
ADDRESS
Michael T. Andrews
1300 Pennsylvania Avenue, #8C
Miami Beach, Florida 33 I 39
ARTICLE IX
BYLAWS
In furtherance and not in limitation of the powers conferred by the laws of the State of
Florida and the United States of America, the Board of Directors is expressly authorized to
frame and adopt any such Bylaws for the corporation as are not inconsistent with these Articles,
the laws of the State of Florida or the United States of America. The Board of Directors is
expressly authorized, without the assent of the members, to add to, delete from, or otherwise
Articles of Incorporation of South Beach Chamber Ensemble, Inc.
amend the Bylaws of the corporation.
ARTICLE X
INDEMNIFICATION AND LIMITATION OF LIABILITY
The corporation shall indemnify any officer or director, or any former officer or director
of the corporation, to the full extent permitted by law. The private property of the members
shall not, unless otherwise provided by law, be subject to the payment of the corporate debts to
any extent whatsoever.
ARTICLE XI
DISTRIBUTIONS ON DISSOLUTION
On any dissolution or termination of the corporation, except involuntary or adminis-
trative dissolution, or on any liquidation of the corporation's assets, none of such assets shall be
distributed to any member, officer or director ofthis corporation. Should SOUTH BEACH
CHAMBER ENSEMBLE, INe., cease to exist or liquidate, the directors shall adopt a plan of
distribution in accordance with the provisions of ~617.1406(3XaXb) and (c), Fla. Stat., with all
assets distributed to either creditors, persons entitled to their return, or another ~501(c)(3),
IRe., organization.
ARTICLE XII
AMENDMENTS
The corporation reserves the right to amend, add to or repeal any and all provisions
contained in these Articles ofIncorporation in the manner consistent with law and in conformity
with provisions set forth in the Bylaws.
IN WITNESS WHEREOF, I the undersigned, being the original incorporator here-
Articles oflncorporation of South Beach Chamber Ensemble, Inc.
inbefore named, for the purpose offorming a corporation not for profit to do business both with-
in and without the State of Florida, make and file these Articles ofIncorporation, hereby declar-
ing and certifying that the facts herein stated are true, and hereunto set my hand and seal this Ih
day of
;J elll
,2000.
STATE OF FLORIDA
ss.
COUNTY OF DADE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized to take
acknowledgments in the State and County aforesaid, personally appeared Michael T. Andrews,
o to me well known, or 0 identified to me by !YlICII/Jf.tJ;.;J-.v i)/?{...,. >
, to be the person described in and who executed the foregoing instrument as an incorporator
and, being first duly sworn, he acknowledged to and before me that he executed the same freely
and voluntarily for the purposes therein expressed.
~ESS ~dal sea\1h;s It day of
No..,y~te of Florida
Notary's Printed Name:
My Commission expires:
My Commission number:
j-/o./
,2000.
{NOTARY SEAL}
Page 5
Articles of Incorporation of South Beach Chamber Ensemble, Inc.
Having been named as registered agent and to accept service of process for the above stated
corporation at the place designated in this certificate, I hereby accept the appointment as
registered agent and agree to act in this capacity. I further agree to comply with the provisions
of an statutes relating to the proper and complete performance of my duties, and I am familiar
with and accept the obligations of my position as registered agent.
SignatureIRegistered Agent
Date