HomeMy WebLinkAboutEducation Fund, The ii iiiII ii
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Miami Beach, Florida (the City), and (Grantee).
City of Miami Beach Cultural Affairs Program and Cultural Arts Council
Fiscal Year 2005/2006 Cultural Affairs Grant Agreement
Article i I Grant Description
.... 2005, between the City of
1. Grantee:
Grant Contact:
Address:
City, State, Zip:
Phone, fax, e-mail'
2. Grant amount:
3. Project description:
4. Itemized budget:
5. Contract deadline:
6. Expenditure deadline:
7'//~'1 Pro~ ~ct completion date:
/. ' F~/a Report deadline:
IN V~ TN S~ EREOF, the parties hereto
/Dav~.' ~r~, Mayor ~
. .
Grantee's Corporate Seal Here)
Education Fund, The
Linda Lecht
900 NE 125th Street, Suite 110
Miami FL 33161
305-892-5099 ext 13, 305-892-5096, Ilecht@educationfund.org
$18,950 50% paid upon execution of this Agreement. Remaining 50%
paid upon completion of Project and submission and approval of Final Report.
See Exhibit 1, attached hereto
See Exhibits 2-A Project Budget and 2-B Grant Budget, attached hereto
November 4, 2005
September 30, 2006
Must be postmarked or delivered no later than 45 days after Project
completion date. /C//~d ~
have executed this Agreement this ay of ,2005.
STATE OF FLORIDA, COUNTY OF MIAMI- DADE
produced "~ / 7z)
e of Notary Public
The for.~going instrument was acknowledged before me
this//~ .~..day of ~ D L) p,../~k. Jb ~ 2005, by
corporation. HeLShe is personally known
as
GRANTEE: Notary Name: ~'( N ~ ~ .~ ~ ~'~ I,L,)~
Federal ID #: .[~ 0' T~ ¢,~ II ~P..o~ ~~ Public, State of Fl~da
,, · , ",,, or F~%~;'< ~misslo '
......... n ~ DD188835
Article II I 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's Cultural Affairs Program Manager or his Designee.
2. Project 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
Grant Award Budget in Exhibit 2-B shall not be permitted without the prior wdtten consent of the Cultural Affairs
Program Manager or his Designee. Said requests shall be made in advance, in wdting, 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, 2006, must submit their final reports no later than November 15,
2006.
4. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Article I-2 (subject
to the restrictions in Article I-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, and execution of this Agreement by the parties hereto.
5. Pro.qram Monitoring 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 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 Cultural Affairs Program Manager or his Designee with the identity and title of individuals
authorized to withdraw or write checks on Grant funds.
7. AccountinR 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 I-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 dudng 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.
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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 Flodda 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 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 adsing 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 adse as a result of the negligence of the Grantee entity.
10. Assi.qnment: 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. Default/Termination 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 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 and the Grantee is requested to repay all or a portion of the
Grant funds because of a breach of this Agreement, the following terms will apply:
a. For First-time violations - Grantee shall be required to submit a final report with documentation of
expenditure of all grant awards already received (first half) prior to the termination date. If such report is not
approved by the Cultural Affairs Program Manager or his Designee, at his sole discretion, Grantee shall be
required to immediately return all grant funds received in full to the City of Miami Beach. Grantee will not
receive remainder of this Grant award.
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 future fiscal year's grants programs.
b. For more than First-time violations - Any future compliance infractions by Grantee will be
considered by the City, through its Cultural Affairs Program Manager or his Designee, on a case-by-case
basis. As part of his consideration, the Cultural Affairs Program Manager or his Designee 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.
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
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in wdting from the Cultural Affairs Program Manager or his Designee an extension of the Expenditure Deadline
which, if approved, shall be for a pedod 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 or his Designee a certified check for the total amount due,
payable to the City of Miami Beach, Flodda.
These provisions do not waive or preclude the City from pursuing any other remedies that may be
available to it under the law.
13. Indul!:lence 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. Wdtten 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, Interim Cultural Affairs Program
Manager, City of Miami Beach Dept. of Toudsm and Cultural Development, 1700 Convention Center Ddve,
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 I 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 odgin, 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 odgin, 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.
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19. GOVERNING LAW AND EXCLUSIVE VENUE
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Flodda, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for
any litigation adsing out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S.
Distdct 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-
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Exhibit l/Revised Project Description
Organization: Education Fund, The
Project title: Next Gen Film Project
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. Use extra page if necessary.
Project description as approved by Grants Panel:
Next Gen Film Project presents award-winning feature length and short films from
around the world to young audiences and the community. Next Gen is designed to build
the "next generation" of film audiences that appreciate, understand, and support art
cinema and international film. The program goal is accomplished through free film
screenings of international feature films created especially for young audiences.
Screenings, workshops, and educational programs hosted by educators and media
artists are offered to students and the general public. Specific programs include: 1) Next
Gen International Film Festival; and 2) The Next Gen Film Clubs.
Next Gen Film Club screenings will take place from October 2005 through May 2006 in
various locations on Miami Beach, including FIU-Wolfsonian, The Miami Beach
Cinematheque, and The Regal South Beach Cinema. The 2006 Next Gen International
Film Festival is scheduled for March 29 - April 4, 2006. All festival screenings are free
and open to the public. For more information and updates, visit
www. ne xt.q e nfi I mfestiva I. org
Project description as revised (if applicable) based upon the City Commission
approved award:
The proposed program activities will not change as we received almost full funding. We
have altered our marketing and printing costs slightly, to compensate for the smaller
grant award, and will support these losses through in-kind support from Miami-Dade
County Public Schools.
While we have not revised our program activities due to the smaller grant award, we are
in the process of rescheduling two screenings due to the impact of Wilma. Those
presentations will be moved to later in the season. Enclosed is an updated schedule.
The Next Gen Film Project 2005-2006 dates, venues, artists and audience are summarized as
follows'
EVENT DATE/TIME VENUE ARTIST AUDIENCE
Next Gen Film Club
Screening: Thursday, October 20 Miami Beach High
10:00 a.m. - Noon Howard Moss Students
The Wooden Camera School
(South Africa) (to be rescheduled)
Next Gen Film Club
Screening: Friday, October 21 Wolfsonian-FIU Christina Lane Families
Carol's Journey 7:00 - 8:30 p.m. Community
(Spain)
Next Gen Film Club Saturday, November 19
Miami Beach Parks Families
Screening: 4:00 - 6:00 p.m. & Recreation Dan Hudak Community
TBD (to be rescheduled)
Next Gen Film Club
Screening: Friday, December 9 Wolfsonian-FIU Christina Lane Families
The Sky is Falling 7:00 - 8:30 p.m. Community
(Italy)
Next Gen Film Club
Thursday, January 12 Nautilus Middle Andrei Zinca Students
Screening: 10:00 a.m. - Noon School
The Chorus (France)
Next Gen Film
Festival Regal South Beach
Various artists Students
Wolfsonian-FIU
- related to Community
5 screenings on Miami March 29 April 4 MB Cinematheque selected films Families
Beach + 10 screenings MB Parks & Rec.
open to Miami Beach
schools for free
Next Gen Film Club Families
Screening: Friday, May 19 Wolfsonian-FIU Howard Moss Community
Yolungu Boy 7:00 - 8:30 p.m.
Exhibit 2-A: Project Budget I Revised Total Project Budget
Name of organization: Education Fund, The
Project Title: Nex Gen Film Project
Date(s) of Project: Oct-_nh~_r 20n~ - M~.v ~nn~
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
Personnel- artistic
Personnel - technical
Personnel- administration $1,0 .
Outside artistic fees/services $1 2,
Outside other fees/services $1 2,
Marketing/Publicity $1.2,
Space rental $1 2,
Travel . $1. 3,
Utilities -
Equipment rental
Office supplies
Insurance/Security
REVENUES
Cash In-Kind Cash In-Kind
- 0 - - (3- Admissions _ (~ _ ._ n ....
$1,000 - 0- Contracted services - 0- - 0-
00 $2,000 Tuitions -0- 0
000. $ 2,000 Corporate support $ 4,000 $ 2,000
0.00 $3,000 Foundation support $5,000 -0-
00. 0 $ ~:, 0. 00 Individual support - 0 - - 0 -
000 -0- Government grants see be_~..Q.~.__
000 - 0- Federal - 0- - 0-
0- $1,000 State $12,000 -0-.
$3,000 $1,000
0 0
Other Costs: (Itemize below)
Giffoni Film Festival__~0~
(Giffoni prQvides
films, distribution fees
& inte£n~tlon~i ship~i~.~
costs)
Printin~ .~'~:qg~ $1:C~
Other Contributions: (Itemize below)
Miami-Dade county
Public Schools $5,000 $8,000
The Education Fund -0.- $2,000
Miami-Dade Cult. $34,000 -0-
CAC Grant award $18,950
Total cash expenses
Total in-kind expenses
Total project expenses
(cash + in-kind)
$78,950 ..
12,000
$90,.950
Total cash revenues
Total in-kind revenues
Total project revenues
(cash + in-kind)
$78,950
12,000
$90,950
7 of 9
Exhibit 2-B: Project Budget I Revised Grant Award Budget
Name of organization: Education Fund, The
Project Title: Nex Gen Film Project
Date(s) of Project: October 2005 -Nay 2006
Grant Award: $18,950
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
0
$1 , 000
Equipment Rental
$2~000
Personnel - technical
Outside artistic fees
Marketing/Publicity
$5.000
$4,000
Printing $ 95 O
Space Rental (Performance
related only)
Insurance (Performance
related only)
Other costs total (itemize
below)
Description Amount
-NA- 0
Postage - fl- ,,
In County Travel $ !, 000 ,,
Grant requirements
TOTAL (must equal grant award):
$18,950
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: · 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
· Local travel and transportation costs related to proposed program, project or event. Local travel is
defined as travel within the Miami Dade County area
· 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
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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
· ^dministrative 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, insurance, etc.)
· Debt reduction
· indirect or general operating costs related to the operation of the organization (Cultural ^nchors
excluded from this restriction)
· Travel or transportation outside the local Miami Dade County area
· Social/Fundraising events, beauty pageants or sporting events
· Hospitality costs including decorations or affiliate personnel with the exception of artists
· Cash pdzes
· Lobbying or propaganda materials
· Charitable contributions
· Events not open to the public; unless the event serves to specifically benefit City of Miami Beach
government
Required supporting materials for final reports submitted within 45 days upon completion of grant
project:
· Copies of ali 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. - ail artists payments, separate from
advertising payments)
· Proof of logo and credit line in project publications and advertisements
· Proof of performance(s), such as programs, brochures and flyers.
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NOV--15-2005 05 :42 PM
THE
P.OI
llfpartmrnt of t~tat~
PUBLIC EDUCATION, INC. changing the ne. me to DADE PUBLC
~;cUo~2loOf~hi;UofNfiD¢~. INC.,.a Florida corl:)or,t,on, as shown by the
The document number of this corporation is N04800.
H0¥-~5-2005 0:3 ;45 PPI THE
$058925096 P.~2
epartment ef tate
Xmendamnc, ~Ze4 on ~anuacy ~0, 2000, to Azt~cZes o£ Zncot~oc&t~on for
INC. which ahanged its name to THE EDUCATION
DADE PUBLIC EDUCATION FUND,
FUND, INC., · Florida corporation, es shown by ~he records of th~s of£iue.
the= oerti£ 'the document wes elec~=onically received under FAX audit
number ~uuuuuuuu~ ........... ea below
section 15.16, Florida Statutes, and authentloated by tho ooze ncc
The document numbe]: of th:La,'oor~,o..ra;~-on, is N04.8C10.
-. ~
given under my hand and the
C~eat ~eal of the ~tate oE Florida,
a~ Tallahan~ee, the Capital, this ~he
El~m~=h day of January, 2000
Authenti=at~on Code: S00A000014~-011100-NO4800 -1/1
NOV-15-2005 05:44 PM THE
~858925896 P.04
corporations, and (oundations for the INnefit o! ~.i~e ituden~.$
in ~he Dada County Public Schools. in furtherance o(
fl) ~era~e excl~alvely for ~he benefit
per(om ~he ~flc~uns o~, and ~o carry ou~ ~he por~ses
School Board of Dada County, florida, o qoverflmefl~si unit of
Section 17,~(b)(1)(A) 8nd Section 509(~)(~) of ~he
"Reve~ue c~e of igS4, as amended:
(ii) Operate exclusively rot
scientific, and educotiofloi purposes, and iff furtherance of the
cherttobte, mcientJrin, 4fld educmciofloZ purposes, causss and
objects nov o~' mt ~fly time hereafter fostered by the Schoot
Board o~ Dada ~'odflty, florida:
(t;t) Sottcit end rat-e funds end endo~efl~s,
to receive bF ray o~ gift, purchasg, gran~, devise, ~iZL. or
o~herwise, proper~F, real, personal, or mixed, and co hold,
use, ma~n~ain, i~ase, donate, pledge, enc~ber, loan. eeiZ,
coflve~, and o~hervise die.se of ail such proper~y iff
furtherance o~ the objectives end purposes of ~hls Fouflda~ion~
(iv) Do and perform aflF and a~l ac~s or services
~hat may be incidental or flecesary ~o car.'y out ~he o~ve
purposes; and
-2-
HO¥-tS-2005 lBS :45 PH THE
·
ARTICleS OF
O~
D&D~ ¢OUNI'Y
fOUNDATION POR gXCELL~JCCI
PUBLIC EDUCATION, IN~,
P.EtS
The undersigned subscriber~, flaturai persons competent to
contract, hereby file these ArticLes o! Incorporation in order
to form a corporation hOC for protLt under the tars o! the
State of Ktor~da.
The name of this Corporation Shat[ be DADE COUNTY
Sect ion L. Purposes.
fa) ?he genera~ purpQee of the Corporation is to
receive end admlnil~er ~unda and property for IClenLi~ic.
educational and cheri~ibte purposes v~thin the meaning o[
SectLon SO~(c)(3) of the ~n~ernaA nevenue C~e of ~9S4, as
amended,
(bi To carry ou~ i~s glfleral purposv the Corporation
vl~Z be a broadLy-~oed, nonpro[l~ coMunLcy organization
pur~st la exclusively educational and charitable and Is ~o
secure and dil~rtbute con~rtbutlofls from [ndividu6ts,
vhich a not for profit corporation Bay be or~anIBod under the
~avs o( r~oridJ, subject to the reltrlctlons eat ~orth in the
Artictes o! incorporation end the Bylavs.
,
IhilZ bi carried out by it~ Board o: Directors in a manner
.
vil~ enable the Corporation ~o quall~y as 4 charitable
orqan/~a~ion vithin the meaning o! 8action S01IQI(]) o!
Znterna~ ~even~e Code 0! ~9S4, as amended. ?o this end the
Gor~oration shaLZ have the foZZovin9 povqrsz
il) ?o ovn, acquire, convey, exchange, Zease,
·
mortgage, enc~bor transfer upon tr~st, or othervise dispose
o~, nZZ property, renZ or personaZ~ to borrov .money, contract
debt~, &n~ lslue bonds, notes sn~ debentures, and to secure the
p&~ent o~ per!ormance o~ lt~ obligations.
(ii) To receive property by q~Cc. ~evise or
bequest subject to the idyl reguZa~ing the ~rans~er o~ property
b7 viii, 4ndothervise to acquire and hold ali property,
or pirsonaZ, IncZuding shares o! ltOCk, bor~ds and securities
other corporations,
(iii) To enter into contracts v~ch any person,
~irm. association, corporation, moniclpaZicy, county, state,
nation or other body poZitic or vith any coZony, dependency or
agency o! any o! the ~oregoing.
-3-
H0¥-~5-2005 05~4~ PH THE ~058925096 P.06
i
(iv) 1'o IJlr(urm fvery 4(:t nfCellary or proper
tot the 4cca~p~l.l~ent 4( ~he objects 4nd ~ur~ en~erdted
or ~or the protection 4nd bane[it o( the Cor~ra~inn.
(b) ~otvithltandinq an~ ~vera granted to
Cor~rat~on by it~ charte~, ~y-~ovl or by the ~avs
~ ~Zor~da, the ~OZZoving Zimitat~ons o~ p~ver~ ~h~Z~ appZy and
be pa ramoun t:
(t) Ho part of the fl~t earnings o~
Cor~rl~ioh ~flaLZ entre to the beflef~t o[ any me,bet, d~rector,
offtcer o~ the Cor~rit~on. nr any pr~v4t~ LndLvidua~ lexcepc
that reason.thee compenNat~on may be pa~d tor serv~ct, s ~endered
to or for the Cor~ricion attiating one or mor~ o~
pure,el, and txc~pt to thl e~tent that ~ne~it ~nures
per~onl ~n aqGord~nc~ v~th thi clrrying out o[ the
Cor~rat~on'~ charitabZe pur~le~ a~ h~re~n de~ned),
member, director, o~ficer o~ the Cor~rat~on, or any pr~ate
~nd~v~duaZ IhtZZ be ent~tZed to lhare Jn the dis~Lbution
In~ O~ the Cor~r~te ~sets on d~llo~ut~on o~ the Corotar ion.
(~l) ~o part o~ the activit~el o~ the
Cor~rat~on iha~Z be the carry~n~ on o~ propaganda
attempting to ~nt~uenc~
~L&[~ The Cor~ratSon ihaZZ not participate ~n
or ~htervene in (~ncZ~ing ~e pubZicltLofl or d~str~bution
Itatements) any ~ticaZ campaign on behalf of any candidate
f~r pubZ~c o~ce.
NOV--tS-2005 05:45 PM THE $058925096 P.O?
(iv) Notvithst~ndinq any o:her provisions
this certific&te, the CrJrpor3tion tihdit ftot conduct or c&r;'y on
any activities .~ot permitted to be conducted fir carried
an organization exempt unde: Su~tion 50tlcl(JJ o~ the lntern~t
Revenue C~i bi ~I~4, ns nm.-nded, or by Qn orgdniza~iDn.
con~rtbu~ont to vhich 4re deduc~ibte under Sections t?0(c~12),
or 20SS(a) o~ the incernat Revenue Code ~f [~54, 4s amended·
(v) Upon diSSotu~ion O~ the Cor~rn[ton or the
rind:ag up of itl ar[airs, the assets of .the Cor~rotiofl
be distributed exclusively Co charitable, rel iqious.
scientific, ~esting tar public s~ety, Literary, or educational
organizations vh~ch then quail~y under the provisions of
Section S0t(c)(3) of the Zncerne: Revenue C~e of ~gS~, as
~mend~.
ARTICL, E !!l.
The Hembers of :he CorlX)rd~ion shall be tls Directors.
ARTICLE
X -
This Corporation shat! eSllt perpetuatty unless dissolved
sccordiflg to Zav,
HO¥--~5--2805 03~4§ P~ THE 3858925896 P.08
AJI' ICL,B v.
·
The names and .ddrp..qse, o! the sul)scr~bers to th,:se
ArticLes of lflcorpordtion ar,v 41 fO~ZOVl,~
Z. Harem EZena Torano Pantin
2. Al TovnaeL
George Van #yck
4. Da L · #ebb
S, Gins Craig
6. Dr. James F{~ming
7. Hen Rich
8. Hovard b. AdLer
!. Adele Mann
800 DouqZas Road
CoraZ OabZes, rZorida
z SO0 Mon~a Avenue
CorlZ OabZel, rZorida
1~22 QuoLZ Roost DrLve
Miami, r~orlda
709 North Greenvay Drive
Corai OabZel,
14~0 ~.B. 2nd Avlnul
Z4Z0 ~.E. 2nd Avenue
Hiami, rZorida 33232
162~1 N,~, 12th Cou~t
Hiami, rZo~ida
30{ 4~se s~ree~
Miami Beach, florida
ART{CbS V{.
(a) The Corporation shalZ have a President, an
Executive Director, a Vice-Prssident, a Secretary and
Treasurer, and it may have addicioflaZ and assistant officers
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NOV--tS-2e05 05=46 PH THE $058925096 P.09
inctudincl, vithout itmita~.iofl thereto, · Chairman of the Board
of Dtrectorl, end Aaaistant Secrltarlll and A~eiltant
that the Prelldent ~ly not a[.o be the Secretary.
(b) O~fLcerB lhatt ~e BeSotted [tom the membership
o[ the auird ut Directors end ~hatt be e~ected by tnb Board of
thereafter.
fa) The affairs and bueiness ~f the Corporation
shat[ be conducted by · Board et Directors consisting of not
Zeal than three members, the exact numbe~ to be escabZished
the By[ava o! the Corporation from time to time by the Bodrd of
Directors.
(b) The Superintendent of the Dado County public
SchooLs, or that person's designee appointed annually by the
Superintendent, and one member o~ the 8chaD[ Board of Dado
County florida, appointed annually by the Chairman of
School Board. v[t[ serve aa Directors vith futt voting
privileges for one-year terms, consenting inunedtatety fa. toying
the annual meeting of the Board and terminating at the
conclusion of the next fottoving annual meeting.
-?-
HOV--15-2005 03:46 PM THE 305892§096 P. 10
iq) Idch Director, other than the Oirectorl
appointed b)' the Superintenden; and tile Chalrmdn ,~f e, he
Direc~or' and shall be elec~ed by ~ho Board dt t~S
meeting tar e :brae-year ter~ co~encinq IMe,Jiateiy
the annual meeting and terminating i~eaiate~y ~ollo~in~ the
third annual meetinq nef~ foX,orang and upon erection and
qualification oF his or her successor. The foreqoing
nothvi~hscefldiflq, at the first annual meeting or the Board
fo~[oviflq r. he adoption of ~he B.;&avs, ofle-th~rd or the Elected
Directors shall ~ elected for one-year terms, one-third for
t~-year terms, and one-third for full three*year terms,
that thereafter, one-third of the Elected Directors vii1 b~
~lected or each ;,flnue~ meet iflq of the ~ard. Directors may
elected for successive cer~s vithou~ Z~mtCeCion.
Id) the first Soerd of Ot rec~ors and their addr~sse~
1, Naria Elena ?oraflo Pantin
2, .',, ?ovflse I
3. George van #yck
Dale #ebb
800 Douglas Road
Coral Gables, Florida 32134
ISO0 Monaa Avenue
coral Gab~en, Florida
J122 Quail Roost Drive
Miami, Florida 331S7
7:)g North Greenvoy Drive
COraZ Gables, rZor~da
-8-
HOV--15-2e05 03:47 PH THE 3058925096 P. ~1
6. Howard I~, ,alter
?. AdeLe Mann
.,,aiami, ~orsda
I~lami, florida
30[ 4tst Street
Miami Beach. Florida
(e) Zn the event of a vacancy on the Board of
Directors by reason or death or resignation, the lurvivinq
member~ o( the Board o( Oirectors shaLL be authori=ed to
such vacancy,
It) Shoutd the Corporation ever be without Oirectorl
tar any reason or if the surviving Oirectoes are unable
agree on a replacement Director at herein provided, appiicatinn
·
abaft be made to a.~udge of the Circuit Court of the county in
·
vhich the principat office of :he Corporation is then Zacated
to appoint loch member or members as is needed for a complete
Board o[ Directors·
AR?ICL~ Viii,
The Board of Directors Ihstt adopt ByLaws far the
Corporation. The ByLaw, may be amended, altered, or repeated
by the Directors tn any manner permitted by the ByLaws which
in accord vtth the purposes of the Corporation as set out in
chile ArticLes o! Incorporation.
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H0¥--15-200~ 03:47 P~ THE 3050925096 P. 12
?heme Articles of Incorp~ration may be ~mended by
unanimoul conl~n~ o~ the Cot*pQrttion's ~l~n
Directors in a~y monn~r vhich does nnt contraven~ ch~ pur~ses
O~ the Cor~ra~ion
[ncor~tat~on or you,d not adverle~y a~ec~ ~ts status as an
o~q~nLzat~on q~[~y~nq under Section t0l(c)(]) of ~nte~al
Aevenue C~e oC ~954. ~s amended. .
(a) The Corporation hereby indemnities any Director
or o~ficer made 4 party or threatened to ~ made a party to any
threatened, pendin~ or completed action, 8ui~ or proceedt,:,j:
(i) ~hethet Civil, criminaZ, ~dminiscra~. '~.
investigative, other than one by or in the right of the
Cor~rition CO procure
ie~ie a ~iabl~l~y or penalty on such peraon lot an act a:~e~ed
~e ha~t Men c~ltted
Diric:ot' ur oE~lcer
Director. o[(icer, tep~oyee or agin~ Of any other cornea:ion,
parLnership, ~oi~t venture,
aetved at the request
fine~, a~uncl paid in aet:lemenc and reasonable expenses.
inc [udlng a~totneys'
HOV--t~i-2Q)(~5 03:47 PPI THE ~05892~096 P. 13
·
· ·
a result of such action, suit or proceeding or ar~y appear
therein, L[ luCh parian acted ih good (slth in the reasonable
belief that euch actLon vas in the best ifltereste of [he
Corporation, and in criminal actions or proceedings, vLthout
reasonabXe ground for belief that such action vas untav/ut.
The term[nation o! any such action, suit or proceeding by
~udgment0 order, slttXement, convict[on or upon a pte4 of note
·
contenders or tim equivalent shat[ no[ in itset! create
prelumpt[on that any luch Director or officer did not act in
good faith in the reasonable betief that such action vas in the
best l~terests or the Corporation or that he nad reasonable
grounds for belief that such action vas untavtut.
Iii) By' or in the right o! the Corporation to
procure a Judgment in its favor by fallen of his being or
having been a Director or officer of ~he Corporation, or by
reason of his being or having been a Director, officer,
employee or age4~c o! nny oc'~er corporation, partnership,
venture, trust or other enterprise ',hich he served aP the
request o~ the Corporation. against the reasonable expenses,
including attorneys' ieee, actually and necelsartly ~ncurrod by
him in connection vith the defense or lett~ement o! such
&C~iQn, or Sn connection v~th an appee~ there~n, i! such person
acted in good faith in the realonabLe belle( ~ha~ such
vas in the best Snterests of the Corporation. Such person
lhal~ not be enti:[ed to ~ndemnification in reZa~ion to matters
HOV--~5-2005 03:48 PN THE
·
$05592S096 P. 14
aa to which euch person hal been odJudg4~t to have
o! negligence ar misconduct in the performance of hi~ duty
to the Cat.ration unless end only to the extent tl~at the'
court, id~inls~retive agency, or investigative ~y before
which .uch action, sui~ or proceeding ts held ~h~li dutermine
upon ,ppZic~ton thor, despi~e the adjudication o~ ~iablll~y.
b,~ tn view of izz clrc~ltance, of ~he cms.~, ouch person
fairly ged reasonabiy enti~ied to indemnification tar such
expenses which such ~ribunei sha~l deem proper.
(b) The Board or Directors shell have the seas
discretion ~o de,amine whether amounts for which
officer seeks indemnification were properZy incurred 6nd
whither such Director or o~ticer acted in go~ faith find
manner he reisonobi~ ~eZteved to ~ In the best tn~,res~s
the Corporation. and whether, vi~h respect co any ~rimLnoi
oc~lon or proc-~eding, he had no reasonable ground for belie[
that such action vis unlawful. Such determination shaLL be
made by the Board of D~rect~ro by e majority vote si a quorum
lul~ or proceeding.
NOV-tS-2~05 05:48 PH THE
·
$058925096
P.15
~ff ~fI?NI:SS tflI~RE:OIP, the undersigned, being the
original subscribers to the forvgoinq Artictes o¢
t~corporacion, have hereunto let our hands and seals.
DALB ~EBB
,/,
H0¥--~5-2005 05~49 PH T~£ 30~8925096 P. ~6
S?ATB Or {BE. Oil I D&
CO~Y Of DAOl
I H~RF, BY C~ATIPY tha,: oh thil day GLn& CraLg
perionli~y lppstred before ~e and acl~noviedged heists me thnt
Ihs executed ~he f~regoing ArclcZes of Zncor~reciofl of DADE
COU~Y ~A?ION FUR ~C[~C~. IN ~UCA?I~, l~C,, freeAy
voiuflteriZy for the uses and purposes therein set forth arid
expressed.
affixed my official sent off thio~20ch day
of August
(SeIZ)
·
f~otar¥-Pubi kc,
State of PZorida a*~ [.arge
Ky Commission expires~
NOV--15-2005 O;S :49 PN THE
·
In compiiaflce v~th K.or~dd Statutes Sections 44.09[ and
&L?.023, the fol[ovLng is sulx~icced:
That DAD~ COUNTY FOU~D,?:ON FOR KXCK~HC~ l~ FUB~:C
~DUCA?ZC)~, INC.. desiring ~o organize under t~e ~4~s o! ~he
state o[ F~orid~ as a ~Cyr fOR PI~OFI? CORPOrATIOn, has
designated 200 South Biscayne Boulevard, Hlami. florida 3313~
as its initial Registered Of[ice and hal named larry a. Craig.
·
Located at said address. ~s its lnitiet Registered Agent.
By; ~ ~ ~_~
Having been named Registered Aqefl~ ~or che alMve-stated
Corporation, at ~he deaLgnated Registered Office, [ hereby
accept said appointment, and agree to comply vith the
provisions of Florida Statutes Section 48.09Z, ee[ackve co
keepin0 open said
P.I?
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