Loading...
Miami Beach Hispanic Comm Ctr ;;..{)tJtj - ZS-70! m 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 J.8ft. day of SiIf rb1lA ~tr1l..- ,2004, between the City of Miami Beach, Florida, (the City), and Miami Beach Hispanic Community Center (Grantee). Article II Grant Description 1. Grantee: Address City, State, Zip Phone, fax, e-mail Miami Beach Hispanic Community Center 1701 Normandy Drive Miami Beach, FL 33141 (305) 867-0051, (305) 867-0052, mbhcc@bellsouth.net 2. Grant amount: $8400 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: S C fl t C 1ft Be r 30, 2005 al Report deadline: Must be postmarked or delivered no later than 45 days after Project completion date. 1.. '2-cor E S HEREOF, the parties hereto have executed this Agreement this ~ day of IT/HIIVAf'IAJ ,2eO>t. ~rr~ Robert Parcher, City Clerk STATE OF FLORIDA, COUNTY OF MIAMI- DADE ~ as FORM & LANGUAGE & FOR EXECUTION FederallD #: 65-0584874 Notary Name~""f\J-'\OA)b ~ t2J ~ Notary Public, State of Florida GRANTEE: Miami Beach Hispanic Community Center BY: Printed My Commission Expires: V/2~~ '-I 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 Payment 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. Publicitv 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. Liabilitvand 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. Assianment: 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 iffully set forth herein, and Chapter 2, Article VII of the Miami Beach City Code, as amended, which is incorporated herein by reference as iffully set forth herein. 12. DefaultIT ermination 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. Indulaence 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 anytime 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 Aareement: 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 Aareement: 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 I Revised Project Description Organization: Miami Beach Hispanic Community Center Project title: Completely describe Project ~pproved ~y 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. ' UNIDAD will hold bilingual readings/workshops for area children by local writer Ramona Lagares and three (3) cultural presentations from March 24th, to September 30, 2005 that will culminate in the celebration of Hispanic Heritage Month Festivities. Through an incredible response to our cultural programming from artists and the community audience Hispanic literary and artistic voices in South Florida are beginning to speak to an emerging generation which is keenly aware of its roots; pioneering the America of tomorrow that is no longer an of a single cultural, rather a cosmopolitan crossroads for the world. Our cultural and artistic presentations as well as literary series are designed to create a forum for these voices and grow a Miami Beach constituency with appreciation of the Latin American cultural essence and expressions. When Where Target Audience Principal Participants/Artists March 24. 2005 Coral Rock Children Ages 8-12 "TIERRA FELIZ" Children Literature Workshop House Ramona Lagares, Local Writers ofChiJdren Literature April 2 1.2005 Coral Rock Children Ages 8-12 "TIERRA FELIZ" Children Literature Workshop House Ramona Lagares, Local Writers of Children Literature May 19.2005 Coral Rock Children Ages 8-12 TlERRA FELIZ" Children Literature Workshop House Ramona Lagares, Local Writers of Children Literature August 18,2005 Coral Rock Community At- YOUTH WRITERS FORUM- short-story House Large presentation by participants from the Tierra Feliz readings/workshops. This event will be featuring a TEEN author. September 15,2005 Coral Rock Community At- CUL TURA painting exhibit by local South Florida House Large artists September 29, 2005 Coral Rock Community At- LA TINA Authors Forum with the presentation of House Large the "NUESTRO ORGULLO" award to CRISTINA SARALEGUI, publisher of Cristina La Revista The workshops will consist of 90 minute presentations. All events will be held at the Coral Rock House 1701 Nonnandy Drive, Miami Beach or 7251 Collins Avenue. Exhibit 2-A: Project Budget I Revised Total Project Budget Name of organization: Miami Beach Hispanic Community Center Project Title: "Nuestra Herencia Hispana"Literary,Cultural and Arts Series Date(s) of Project: MFlrrh 24t-h t-n <;:AprAmh<;>r 30th 2005 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 '2,58/) ?,400 Contracted services Personnel - administration 1,702 3,599 Tuitions Outside artistic fees/services 1 , 'i00 Corporate support Outside other fees/services Foundation support Marketing/Publicity 1,000 Individual support Space rental 2,500 Government grants 8,400 Travel Federal Utilities ?'in 00 State Equipment rental 700.00 Office supplies I nsurance/Secu rity Other Costs: (Itemize below) Other Contributions (Itemize below) Print-ing 914.00 MBHCC S,950 Grant award $8400 Total cash expenses Total in-kind expenses Total project expenses $8.400 $8,650 $17,O'in (cash + in-kind) Total cash revenues $8 400 Total in-kind revenues $8,650 Total project revenues $ 1 7 0 'in , (cash + in-kind) Exhibit 2-B: Project Budget 1 Revised Grant Award Budget Name of organization: Miami Beach Hispanic Community Center Project Title: "NnA!':t" HAr",n";,, Hi~pelRa"T.;tAr"ry,rll1t'1r,,1 e1Rd Ilrts Series Date(s) of Project: March 24th to SeDtember 30th, 200'1 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 MarketinglPublicity 1 000 . Personnel - administrative ] r 702 Space rental Personnel - technical 2,5g~ Travel (local only) Outside artistic fees 1, ,00 Outside other fees (Itemize below) Other costs (Itemize below) Printing 914 00 Eqnipment RentFll 700 00 TOTAL: $8400 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 Ae!ICIJIS or IJlCOllPORAUO. or mnJW) 01" HUXI SBACI, UC. (A FloridA ~Qt For Profit Corpo:AtioQ) Arti~le' I ~ The name of this cor-.-orlltion shall be tmI~u) OF M!AXI 8BACK, rwc., (hereinafter referred to .s th. .Corpora~ioc~) whose address shall be c/o Saul cimbler, 420 Lincoln ~oad, S~i~e 205, Miami Beach, FL 33139. ~ic1e II PmlPOS'! A. Thi. Corporation is a not for profit cc=rQr4ti~~, organized for the purpose of pr~ing and adva:cinq t~e c~ltu:al, economic, 1eqa1 and political ~terests of hi.panics =..idlzg or conducting bu.in.... in Miami Beach, in Dade County, Fl::ricia. The purpos.. for which the Corpora.tion is organized are ucl.us:....ely religio,u, charitable, scientific, literu-y and educational wi::.hin the meaning of Section !Ol(c)(3) of the Int.rn41~eva:u. Co~. of 1986 or the corresponding provision of any future U::.i.ted. States Internal Revenue lava S. In ordu to accomplish the corporation' s f~ses tne Corporation aay (1) acquire by gift, devise, purcha.e, lease or otherwise any intere.t or rights in real or pe:so~al ;:operty of all kind., tJDgible or intanqible, (ii) ~.e, mAna~e, &ell, convey, lease, inve.t, dispose of, or otherwise eeal wit~ .~ch =ea1 and personal properties, (iii) acquLre and diss.sinate, and cause and encourage the acquisition and diss~Ation of, in!ormatien to the qeneral public and int.erested governmental bod.Les, inclueinq .. tho.. concerned vith those interests described in A above, and (iv) exercise all the powers eoume..::ated in Se<:tion 617. n1, P~orida Statutes (1991), all in sucb ma:mer as the Board of Directors Ib.all deem appropriate to cury oU,t the purpo... of the Corpora,:ion, subject however to..uch limita~ion. as may be contai~ed in ~hese Articles of Incorporation, the Bylava of the Co:q:oration, the instruments under which such properties are acquired, and all lava applicable thereto. Further, the Corporation lIIiI.Y perfQrtll all acts and. do all thing. deemed necu..u:y or c1..iral:ll. to further it. purpc..s, and for the purpose of enga9ing 1%1 any lavful act or Activity not for pecWlia.""}' profit for which not fo: profit corporations may be orgiUlized, so far as is Or may be per=.itted by the laWI of the State of Florida and Section 501 (c) (3)' of the Internal Revenue Code of 1986. Article III M:BM!ll!RSHIP Memberahip shall be lilllited to person. who are me!tber. of the Beard ot Directorl of t~. Corporation and' who otherwi.. cOlIIply with the requireunts established from time to time by the Bylaws of the Corporation to be hereatter adopted. Article TV IlfI'l'XAL RlGISftUD OPPTCI AND AGD"r The street add.ress of the initial registered office of the Corpora~ioft is .2Q Lincoln Road, Suite 205, Miami Beach, FL 33139 and the name of the Corporation' a iIUtial registered agent at that address is Saal Cimbler. Article V BOARD OP DIRC!CTORS The affairs of the Corporation snaIL be manaqed by a Board of Directors havinq at least five (5) ~mh.r.. The number of directors l:IaY be increased or decreased frolll ;i.me to tillle, in, accordance withthe Bylaws of the Corporation, but ahall never be 1... than five. The names and addresses of the per.on. ~bo shall serve as the initial director. of the corporation are a. follows: HAM Addr... . Mattie Bower 1442 Jefferson Avenue, Miami Seach, PL 33139 . Saul Ci.:Dhler 420 Lincoln Road, St.. 205 Kiaai Beacb, I!"L 33139 27 East DiIido Drive, Miami Beach, n. 33139 . Victor Oi&%, Jr. .Jose Fernandez 1207 Drexel Avenue, Suite 10 Miami Beach, n 3313!i1 Setty Gutierrez 344 Meridian Avenue Hl~ Beach, PL 33139 .lniele V1 rncORPCRATOR The na=e and addrels of the person signing the.e Articles of Incorporation i,: Saul Cimbler 420 Lincoln Road, Suite 205 Miami Beach, PL 33139 A.."'ticle VII O!5S0LU'l'!OH Opon the di..olution or ~~din9 up of the Corporation, " it. ...eta remaininq atter payment, or provision for payment, of all debt a and. liabilities of the Corporation, shilll b. di.tributed to one or more not for profit funds, foundations, or corporation. which, &re organized and operated most nearly for tne purposes of this corporation and which have e.tablished its tax exempt statu. under Section 501(e)(3) of the Internal Revenue Code of 1986 or corre.pondin9 provisions of any sub..quent federal tax laws, or to the United Statea qovernment. Article VTII !.IMITATIONS No part of the earninqa of the Corporation shall inure to the benefit of, or be distriCutable to, its directors, officers, membera or other private persona, except that the Corporation shall be authorized and empowered to pay reasonable ca=penaatioQ for service. rendered and to ma.Jce payments and disulbution. in furtherance of any of its purpo.e., No substantial part of the activiti.. of the Corporation shall be the carryinq on of propaganda, or oth.rwi.. attamptinq, to influence leqi.lation (except as otherwise provided in subsection (h) of section 501 of the Int.~al Revenue Code of 1986), and tbe Corporation shall not participate or intervene in (includlnq the publilhin; or distributing of stat...nt.) any political c'l~qn on bebalf of any candidate for public office, Notwithstanding any other provision of these Articles, the Corporation sha.1l not carry on any activiti.s not peraitted to be carried cn (&) by . corporation exempt frca federal inco.. tax under Section 501(c) (3) of the Internal Revenoe Code of 1966 (or the corresponding provision of ~y future United States Internal Revenue La",), 0::: (b) by a .- corporation, contributions to weich are deductible under Section 17Q(c)(2) of the Internal Rev.nue Code of 1986 (or the correspondin9 provision of any future United States I~ternal aevenue Code Lav. IB W1~88 waaalOP, the under.igned Incorpc:ator has executed tbese Articles of Incorporation on thla 30th day of Novamber, 1993. Incorporator, SAul Cimbler S'l!AorB 01' 7LQlUDA ) } ..1 COt1R'1'Y OJ' DADS I aUOD IGI, a nota.ry public authoriuc to t&k. acknowledCJlllenta in the state aDd county Bet forth above, personally app.&%ed SAUL CIXBLBll, known to 1M and known by _ to De the person who executed t.he foregDing Article. of Incorporation, and he ackncvledged before 111.8 that h. executed tho.. Articles of Incorporation. I. 1fI'.rD88 WDJUIO" I hAve hereunto ..t 'IIl'1 hand and. affixed III!' official ..al, in the state and county aforesaid, this day of November, 1993 . Hotuy Public, State of Florida at Larg. My Commission axpiresl CBRTIllCATE DESIGNATIBG T!! ADDRESS AND All AGBH'l' UPON WHOM PROCBSS HAY U SEllVED W ! T N B S S.E '1' B = Tha~ UNlOAD or ~ BEAC!, IRC., desiring to organize under the laws of the Stat.e of Florida, which willhave its pJrincipal office in Florida, baa n~d Saul Cimhler, located at 420 Lincoln Road, s~ite 205, Miami Beach, YL 33139, aa i~a agent to accept service of process within this state. ACJJiOWLEDGMElIT = Havin; been l1aMd to accept saniee of process for the above- stated corporatioD, at. the place d..ignated in this certificate, I hereby agree to act in this capacity, and I further agree to comply vi~h the provision. of all atatute. relative to the proper and complete performance of my dutie., and I accept the duties and obligations of Section 607.325, Florida Statutes. Dated this ____ day of Hovecber, 1993. SAUL CIMBLBR, R:BGIS'rlDUlD AG:B1I'r ~:\..\cerp\I...UlI BYLAlfB or OIIIDAD or MIAMl BUCS I IIC. fA 'O'f-roR-PJtOI~ COIlPORA:fJcm} AJl:rlt!T.lI! I. VWVAIUB1P Seetie. 1. "-"-"hill a.qui -"'-Q.ta. Members of the Corporation shall be admitted at the discretion of the BC4rd of Directors. Members shall be elected. to membership by III&jority vote of the Board of Duacton of tbe Corporation. The Baud of Directors I\I&Y establish such types or classifications of membership as it deeme appropriate. SectloD 2. '!'eraillatioll of "--rahiD. Membership shall ter1llil'late upen death or resiqnation of a "'''''''-r or upon re.mcval by a. I\I&jority vote of the Board of Directors of the CorperatioD. S_dieD 3. 'roM", a!qhta. No!lleJlber shall ha.ve any right, title, interest or privile~e of, in or to any of the property or aa.eta, including any earnings or investment. income of the Corporation, nor shall any of such assets or property be distrilluted to any lD-"bAr on the diuolution or \lindinq up tbereof. s.ctioa .\. LiahUit.... of v--r... No member of the Corporation shall be parsonally be liable for any of its debts, liAbilities or obli9atioll . nor shall any member be subject to any &8aeSlJlD8llt. s_ci:.iaa 5. HeetiJUI. . An annual meetill.l] of the members 0 f this Corporation shall be held each year, at such time and place as may be desiqnated by the Beard of Directors. Bu.ins.. tra:aac:ted and reports given at the annual meeting shall bs determined by the Board of Direc:tors of the Corporation. Members may attend lC..tings of the soard of Directors except when the BOArQ of Directors elects to meet in closed session. sec~ic... Vc~i.9. No member shall be entitled to vote on any matter concerning the Corporation unless otl:1uvise providecl. by law or provided for by the Board of Directors by an amenqment of these :sylaws. l.cUo" 1. Due.. Tb. Board of Directors sh.all determine form tu. to time at its discretion the dues required of a member of the corporation. The Board of Directors may estAblish different dues requirements for different classifications or types of memberships as it ;u.y eatabliah form time to time. AnIt"T.. II. Direct-ora Saet.iCl1l 1. PuBc:t.iDll. Al.l corporate powers shall be exercised by or under the authority of. and the business and affairs of the Corporation shall be managed under the direction of, the Board of Di:ec:ton. Bectic.. 2. OUalifiClati01l. Directors neeci not be residents of Florida.. Directors IllUlt be members of this Corporation. Sec:1:iOG 3. C~uat.ioll. No Director shall receive any compensation form the Corporation. Sectioa. ". tn."-" 108 of b...t. A Director of the Corporation who i. present at a meeting of the Board ot Directors at which action on any corporate _tte:- i. taken .ba11 be presumea to have a...nted to the action taken unless he votes aqainat such action or abstains from votinq in respect thereto because of an .Asserted conflict of interest. Sec~iCD 5. .n_~.r. This Corporation shall have a minLm~ 0: t.hree dixectou. The num~er of Directors 5~all be detlnli.ne<i ~or.n time to tiJDe by the Board of Directors. ,SectiOD ,. Ilec:t.icn and Tera. !ac!:1 person named in the AL"ticles of IncorporaticlJ as a member of the initial Board. of )irectc:s shall hold office until the first fo~l meetinq of t~e :aoa:d of Directors J A:ld. ul:.til the first formal c.eetinq of the Board. of ~irec;tors snaIl hold offiee unt.il the firstfo::u.l meetinq at the Board of Directors, and cnt.il his suc=ess~r ahall have been ellK:ted and qualified or until his earlier resiquation, removal :rc:a o~:ic. or death. ifitb. the exception of the initial directors, and these appointed 'tty the initial Oirec'Cors before the fi..rst. ~or2WLl .etinq of the Board. of Director., sueequeet Directors shall be elec-ted by the 8clud of Directors by :Mjority vote at th.e llIln-c.al :..tinq of the Board to fill vacanciu then occU%rinq. Fe:: the fin"t fiscal year of tb.e Corporation, one half of tb.e Dir~ora sba~l be elected for a term of one yeu, and one half shall be elec:t.ed for a term of two years. Bach DirlC~or shall hold office for a ta--s :or which he i. elected and until his lI~cc.uor shall uve been elected a.cd qual.ified 0::' until his eArlier resigna~ion, rlllllCval fro. oHice 0: death. 8~ia. 7. Vae.""i... A vacancy shall b. deemed to exi.t in the event. the DUlllCer of di.rectors is le8s than the n':llllber currently : authorized by the BOArd. A1J.y vacancy occurring in the Board of DiIecto:., including any vacancy created by reason of CLn increase in tbe ~umb.r of directors, may be filled by t~. affirmative vote ot a majority ot the remaininq Directors thouqh less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only for the unexpired terlll of his or her predecessor in office. SectiolS 8. R~Tal of Direct.crs. A.'1y Director ma.y be removed, with or without cau.., by a vat. of a majority of the Scud of Directors. SeatioD 9. OUorua sDd VotinG. A majority of the number of Directors holdinq office shall constitute a quorum for the transaction of busineu. The act of a lIl&jority of Directors present at a. meeting at which a quorum is present shall be the act of tbe Board of Directors. SectloD 10. WZecutiT. .e~ oth.r C 4tt.... The Board ot Directors, by resolution may deslqnate from &:009 its members an executive collllllitt.. and one or :nore other coJllllli.ttee. each of which, to the extent provided in such resolution, shall have and may exercis. all the authority of the Board of Director., except as provided by laVa Section 11. Place of ~tiD9' Regular and special meeting of the Scud of Directors sha.ll be held at the principal place of busineas of the Corporation or at such other place as mAY be desiqnatecS by the perlon or persons qivin9 notice or otherwise calling the ..etinq. seetioll 12. '!~. Rotic. and Call of JWetiDQI. Regular meetings of the Board ot Director. shall be held without notice at the time and on the date desiqnated by resolution of the Board of Directors. Notice ot the t.i.me and place of special meetings of the Board of Directors shall be given to each director I::y perlo~a.l delivery, telegram, cablegram, or telephone At least two (2) days before the meeting. Notice of a. meetinCJ of the Board of Directors need cot be given to any Director who sisns a. waiver of notice either betore or after the meeting. Attendance of a Director at meeting ShAll constitute a waiver ot notice of that ~eeting and waiver of any and All objections to the place of the meeting, the time of the llIeeting or the manner in which it hAS been called or convened, except when a director atate., at the beginning of the meeting, objection to the transaction of business because the meeting i. not laWfully called or convened. Neither the business to be transacted at, no:r: the pl1.rp<lse. of any requ1ar or special meeting of the BOArd of Di:r:ectora need be specified in the notice or waiver of notice of the meeting. A majority of the Directors present, whether or not & quor~ exist., may adjourn any m.eeting of the Board of Directors to another time and place. Notic. of any adjourned meeting sball be given to the Directors who were cot present at the time of tne adjournment and, unl... the ti..llle and. plaoe of the adjourned meetinq are announced at the time of adjournment, to the other Directors. Meeting. of t.h. Board of Dir.cton DUly be called by the Chai..rm.an of the Board of Dir8ctors, if any I by the President of the Corporation or by any two Directors. M~.r. of tbe Board of Directors (or any committee thereof) may participate in a m.etin9 of the BoArd (or committee) by llIeana of a. conference telephone 0: similar communications equipment by meAns of which all persons partieipati~g in the meeting CAn ~ear each other at the sa=e time. ?articipation by such mea~s s~all constitute presence in person at a me.t~~g. !acti01l 13. Act:ioa Wiehcui:. a *et:i:~. Any action req-.:ired to be taken at a meeting of the Board of Director., or any ac-:ion which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken ~ithout a meeting if a conse~: in writing, setting forth the action so to :. taken and signed by all the directors or &.11 the members of the coDllll.i.ttee, as the case :u.y be, i. tiled. in the minutes of the proce-edinqa ot the io&rd ot th.e committee. This cons.nt shall have the sams effect as a ~ani=cus vote. AJl'!Ir?. III. OP1'Ir.mIIl Sec1;iOIl 1. Otfice~. 'rhe officers of this Corporation 1I~11 conaist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Snob other officers and assistant officers and agents as 1:JAY be deemed necelll_-Y '11JA'j be elected or appointed by the Board of Di:ectors from ti.Jlle Any two or moxa offices may ba held by t~e same person. s.atloa 2. Du~i... The officers of this Corporation ah411 .. . ,-0 t':"lIIe. have the followin9 duties: The President shall be the chief executive oUicer ot the Corperation, sball have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Dir~ora, shall pr..ide at all meetings c~ the memb4lrs and shall perform such other dtlties as 1Il41 be presc'ribilld by the Board of Directors. The Px:esident, and AnY Vice-President: which may be elected by the Board of Directors, shall execute all aqreement& and contracts on behalf of the Corporation after due authorization by the Board of Directors. The Secretary shall have custody of, and maintain, all of the corporate records except the financial records, shall record the minute. of all meetiDgs of the znelllben and Bc&rd of Directors, send all notices of all meeting., maintain the Corporations' membership bond and perforlll such other duties AS may b. prescribed by the Board of Directors or the PreBident. The Treasurer shall bave custody of all corporate funds and financial record., shall keep full and accurate account. of receipts and disbarse.ments Ltld render accounts thereof' at the allDual meetin9& of '-"'~n and whenever el.e required by the Board of Directors or tbe President, and abAll perfora such other duties a. may be prescribed by the Board of directors or the President. Bills payable, not.., checks Ltld other negotiable instramentll shall be in the name of the corporation and, when approved by the Board of Directors, shall be liqned by the Treasurer or in his absence by the President. sectloll 3. · "....!ral of Of !ice" . An officer or &qel1t elected or appointed by the Board of Directors 1II&Y be removed, with or without cau... by the Board whenever in its judgment the best interests of the Corporation will b. served thereby. Any vacancy in any office lI\AY ~ tilled by the Soard of Director. . Beetio. 2. Jnnual ReDO~.. ~he Corporation shall file with the Department of Sute of the State of Plorida, and with all other gove:nmental authoritie., all reports as shall be required by lav. AeIM 1t VI. COJUlORAD SnI. The Board of Directors may ?rovid. a corporate seal which shall be in circular form with the n~ of the Corporation, the year incorporated, and the words "?LaRIDA" , "CORPORATE SEAL" and "NO'r POR PROFIT" emJ:lQssed. thereon. AIl1'ICLII VII. InEMIIIPICA~IOII Each persoD (includinq here and hereinafter, the heirs, executors, administrators, or estate of sucn person) (a) who ia or vas a director, manager, director or officer of the Corporation, (b) vho i. or was an agent or employee of the Corpo:ation other than an ofticer &n4 as to whom the Corporation has aq%:eeC to qrant such indemnity, or (c) who is or was .ervinq at the request of the corperatioD as its repre.entative ~ the positioa of a director, lllAnager, director / officer, agent of employee of another corporation, partnership, joint vecture, trust or other enterprise and as to who. the Corporation has agreed to grant such indemnity Ihall be ind8lllDified by the Corporation .. of right to the fullest extent permitted or authorized by current or future legislation, incladinq, without limitations, the Internal Revenue Code of 1986, or any fU~lIr. t~ code, or by current or future judicial or administrative decision, aqainlt any fine, liability, COlt or expense, including attorneys' fees, asserted against him or incurred by hiD ill hie capacity as sach director, mana.qer, director, officer, agent, employee, or representative, or arising o~t of his statu. as 8~ch director, officer, aqeQ~, employee or npr...ntative. The fonsoing right of indeuificatlon shall not. ~ exclusive of ether rights to wb.ic:h those see.ldnq an indezmificatioD uy be anti tled. The Corporation uy m.a.intain insurance, at ita expense, to protect itself and any such peraoD against any sUCla tin., liability, cost or expense, to protect it..lf And any such person against any such fine, liability, coat or expen.., vhether or not the Corporation would have the legal power directly to indemnity him against such liability. A.eI"". IS. ..___n.....~ Thes. Bylaw. lIl&Y be III teree!, amended or replaced, and n_ Bylaws adopted, by the Beard of Director.. ADO" I 011 or B1'LAXB The foregoing were adoptee! .8 the Bylaw of this CarperatieD J.h.t",/I.i~' Ir , 1993. of //"34' /4 /;'1 ~ ~ ,)2. , S retary c:\wp\corp\bylav..OB% 7GT"'- 1". ~3 ARTICLE IV. OPERA~IO.S sectioQ 1. orhe Board of Direc~ora is vested with the authority to tue any and all necessa.ry aetion to further the purposes of the Corporation, in the exercise of their discretion, as described in the Articles of Incorporation for the Corporation, .0 long as their actions are in accordance yith and in compliance with the applicable lays of the State of Florida and of the United States of American, and the limitations set forth in the Article. of Incorporation for the Corporation. Thi. i. including but not limited to the power to a~prove and make grants to individuals or corporations in the furtherance of the purpose. of this CcrporatiOQi the ability to employ on a fee basi. individuals or corporations for nece.sary legal work, accounting work, appr~isini work and any other professional service. U 111&1 be necessary to further the purposes of this CorporatioDJ and to h~re, if necessary, full or part-time employees for the conducting of the business of this Corporation. seetioll 2. The Director. of this Corporation IIl4Y deleqat. one or more of their above enumerated :functions to tbe officer. of the Corporation, in tbe exercise of their discretion. ,..tCLI V. BOOKS un UCOImS S4Ic:tiOIl 1. Book. u4 Iecol'ds. This Corporation shall keep ccrrec~ ADd complete book. and records of accoont and shall keep mL"lutea of tIle proc-.dings of ita members, Soard. of Directors and committee. of directors and a =embership book containing the names and address.. of the members. ~~.~: : Ii .....:~ ' . ~ .~w:... . .. ~....... r~ :f~ J.I . - I'~ . '.~~ J' ,. ~ 'I; i . , l! 170(C) (2) of the Internal Revenue Code of 1986 (or the "!IIr,i .~\~j ...~~) .-;-..,. ~iii'~ :ir: . ~. I -... '~. t . ~,,!~; of Any future United States Internal--'~ ~~ :I ,...~: .~ ~r:: . corresponding provision Revenue Code Law. IR WI~S8 WHZREOF, the undersigned Incorporator . I tb day : . ~f: e~ecuted these Articles of of : " . . ': ~.'': . .....i..I :}~~ . .~::; November, 1993. IHWITRESS WHEREOF, I hAve hereunto set my hand and affixed my official seal, in the state and county aforesaid, this ISf day of Uo.em!5er, 1993. /).p C !".,<< r : ";,"~ :;~:~I~t ""1.,1." ~:'~H~ ~; ~~~~ ~ ~~~t ;:.~~~ ....~~:~ .' '~I'-~ -,- ::tti BZFORE HZ, a notary public authorized to take acknowledqments ~.~~~ in the state and county set forth above, personally appeared SAOL :'~:S CIMElLER, known to me and known by me to be the person who executed, ::~r the foregoing Articles of Inco'rporation, and he acknowledged before ';'~'~! me that he executed those Articles of Incorporation. '. '.~~. ~ .,~~~ .~ !~! . ,14: ;.1 !'.' ~ 'r~J ~ -q~; Ite of .F10r1.dil.; ~~~; PI krN'r.: ~:f ".2, "i~ ..:~. .it :;;..~ In Saul Cimbler STATE OF FLORIDA ) ) ) ss: COUNTY OF DADE My Commission Expires: : ~~'.~' r':'1J !e STr.Ti tr.' rr "~lDA :. :....~:~:..~"':.~ :-".f:'. ;;;.~.;:2.!r:'5 t.;" -...: ~.~.. ::.. ~.~".~ ~~.~h c:::'~ ...... ..~ ~ . -.t.:.a: ~ .':.;~ . , .- ! ;~ "'.1' ~.~ ;;,~ . ;:~i ~~~.. I ;',;!~I' f ~ ,i '1:' . ",:. ',' 'h ~ CDTIP'ICAft D!SIGRAflJIQ 'I'D ADDR.ISS AHD Nt. AGEH'I' UPOII tfBOM PROCBSS MAY BB SERVED " I ,. 11 B S 5 B If B. That UNlOAD OP MIAMI BEACB, IRe., dch,irinCJ to organize under the law. of the Stat. of Florida, which willbave its principal office in Florida, has n-.ed Saul Cimbler, located at 420 Lincoln Road, Saite 205, Miami Beach, PL 33139, a. its agent to accept service of proce.s within this .tate. . lCDOWLBDGM!N'1' I Having been named to accept service of process for the above- stated co~ratioD, at the place de.iqnated in this certificate, I hereby agree to act in this capacity, and I further agree to comply with the provision. of all statute. relative to the proper and complete performance of 'lIlY duties, and I ,~~he"duties and obligations of Section 607.325, Florida St ~.J",/ Dated this '.2cl:b day of / " ./ c:\wp\co~\lftC.URJ -c..... -.D :r- I'TI c..) r- ":-J C"" ~.."l 0 ':::r~' r"'1 .-. ...".,. n ." 1. ::. - - - -.- r- r ._ "A m : :,- . -n d "'1 :x . . ~U'l - 0- r:t ~;-- t..) O- m ;.; ...m . .. ~ ~ , il. .."!.. 1.