HomeMy WebLinkAboutSeraphic Fire
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City of Miami Beach Cultural Affairs Program and Cultural Arts Council
Fiscal Year 2006/07 Cuttural A2eement
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This Grant Agreement is entered into this L. day of . _ , 2006, between the City of
Miami Beach, Florida (the City), and (Grantee).
Article II Grant Description
1.
Grantee:
Grant Contact:
Address:
City, State, Zip:
Phone, fax, e-mail:
Seraphic Fire
Patrick Quigley
536 Coral Way
Coral Gables FL 33134
305-476-0260, info@seraphicfire.org
2. Grant amount: $17,644.44 50% paid upon execution of this Agreement. Remaining 50%
paid upon completion of Project and submission and approval of Final Report.
3. Project description: See Exhibit 1, attached hereto
4. Itemized budget: See Exhibits 2-A Project Budget and 2-B Grant Budget, attached hereto
5. Contract deadline: October 27,2006
67,. Expenditure deadline: se~e",m~e~O, ~O~~ "2...00 -L... .
Project completio date: ~ ~ ~\
8. Final ort d line: Must be postmarked or delivered no later than 45 days after Project
completion date. l b ~ I
,t e parties hereto have executed this Agreement this day of () a ~ ,2006.
Attest ~ ~
Robert Parche , City Clerk ~ S TO
FORM & LANGUAGE
Grantee's Cor orate Seal
GRANTEE:
FederallD #: 20 - 07 :2 S- t12 6
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Signature
BY:
Printe Name of Organization's Auth
STATE OF FLORIDA, COUNTY OF MIAMI- DADE
The foregoing instrument was acknowledged before me
thisJ!t.dayof 0 ~\:>er 2006, by
~~i:~ "~ \~, a not-I:'Profit
corporation. He/She<!sP~rsOnaIlY known to ~ or has
produced as
;;;;:)r~p/~
Signature of Notary Public
Notary NameA.\ ,ci cl \..{ '<4Y-~ em k ('~~ J,' U ((
Notary Public, State of Florida
My Commission Expires: D"3, ~ .;l.oO~
ALICIA M. CASTILLA
NOTARY PUBLIC. STATE OF FLORIDA
COMMISSION # 00276636
EXPIRES 03112/2008
BONDED THRU 1-888-NOTARY1
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 to the 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
Grant Award Budget in Exhibit 2-B shall not be permitted without the prior written consent of the 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, 2007, must submit their final reports no later than November 15,
2007.
4. Amount of Grant and Payment Schedule: The total amount ofthe 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, and execution of this Agreement by the parties hereto.
5. Proaram Monitorina 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 Bondina: 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.
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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 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. Assionment: 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 setforth herein, and Chapter
2, Article VII ofthe Miami Beach City Code, as amended, which is incorporated herein by reference as iffully set
forth herein.
12. DefaulUTermination Provisions: In the event the Grantee shall fail to materially conform with any ofthe
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 ofthe 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 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 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, 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. Induloence 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: Gary Farmer, Interim Cultural Affairs Program
Manager, City of Miami Beach Dept. of Tourism and Cultural Development, 1700 Convention Center Drive,
Miami Beach, Florida 33139-1819.
15. Caotions Used in this Aoreement: 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 Reoresents Total Aoreement: 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.
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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
Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for
any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S.
District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT,
Grantor AND Grantee EXPRESSLY WAIVE ANY RIGHTS
EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING
OUT OF, THIS AGREEMENT.
-The remainder of this page is left intentionally blank-
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Exhibit 1 I Revised Project Description
Organization: Seraphic Fire
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.
Proiect description as approved bv Grants Panel:
Thursday, October 5, 2006 - 7:30 pm - Temple Emanu-EI - Seraphic Fire 5th Anniversary Concert -
Seraphic Fire will present the world premiere of a new version of Ingraham Marshall's Hymnodic
Delays as well as the Florida premiere of 1ih Cenutury Spanish Renaissance composer Tomas Luis
de Victoria's Officium Defunctorum.
Sunday, November 12,2006 - 3:30 pm - Temple Emanu-EI- The Music of Domenico Scarlatti-
Seraphic Fire showcases the choral music of Baroque genuius Domenico Scarlatti. This concert will
feature his masterpiece, the Stabat Mater for 10 voice choir.
Sunday, December 17,2006 - 3:30 pm -- Temple Emanu-el -- December: Music for Winter-
Seraphic Fire explores modern composers' winter compositions, including Morten Lauridsen's
Midwinter Songs, John Rutter's When Icicles Hang, and Francois Poulenc's Un Soir du Neige.
February 25, 2007 - 3:30 pm - Lagrime: The Beauty of Sorrow -- Seraphic Fire will create a unique
concert experience revolving around the serene beauty of Orlando di Lasso's Lagrime di San Pietro
and Giovanni Pierluigi da Palestrina's Stabat Mater, two of the masterpieces of the Roman
Renaissance.
May 20,2007 - 3:30 pm - Temple Emanu-EI- Taste of Miami: A Musical Celebration - Seraphic Fire will
feature music by living Caribbean and South American Composers, including Ariel Ramirez's spectacular
Missa Criolla.
Proiect description as revised (if applicable) based upon the City Commission approved award:
Changes to projects awarded under the Artistic Disciplines program must still adhere to the requirement that the work
is new or has never before been presented in Miami Beach.
Sunday, November 12,2006 - 4:00 pm - Miami Beach Community Church (MBCC) - The Music of
Domenico Scarlatti - Seraphic Fire showcases the choral music of Baroque genuius Domenico
Scarlatti. This concert will feature his masterpiece, the Stabat Mater for 10 voice choir.
Saturday, December 16, 2006 - 8:00 pm -- MBCC -- December: Music for Winter - Seraphic Fire
explores modern composers' winter compositions, including Morten Lauridsen's Midwinter Songs,
John Rutter's When Icicles Hang, and Francois Poulenc's Un Soir du Neige.
February 25, 2007 - 4:00 pm - MBCC -- Lagrime: The Beauty of Sorrow -- Seraphic Fire will create
a unique concert experience revolving around the serene beauty of Orlando di Lasso's Lagrime di San
Pietro and Giovanni Pierluigi da Palestrina's Stabat Mater, two of the masterpieces of the Roman
Renaissance.
May 20,2007 - 4:00 pm - MBCC - Taste of Miami: A Musical Celebration - Seraphic Fire will feature
music by living Caribbean and South American Composers, including Ariel Ramirez's spectacular Missa
Criolla.
September 30,2007 - 4:00 pm - MBCC - Dido and Aeneas - Seraphic Fire will present Henry Purcell's
baroque opera in a semi-staged production, complete with period instruments.
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Exhibit 2-A: Project Budget I Revised Total Project Budget
Name of organization: Seraphic Fire
Date(s) of Project: 4J N ~I ~ lZ \ ZOO," - ~ ~()) zoo Co
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 108,300_ Admissions 52355.56
Personnel - technical -- Contracted services --
Personnel - administration 30,800 _ Tuitions --
Outside artistic fees/services -- Corporate support 20000 _
Outside other fees/services 3000 Foundation support ~OOOO _
Marketing/Publicity 23550 Individual support 54000 _
Space rental 1750 Government grants --
Travel 600 Federal --
Utilities 1320 State --
Equipment rental 1250 County 20,000
Office supplies 1000 Cash on Hand 3
Insurance/Security 333
Other Costs:
Health Care
Website DesiQn
Grantwriter
Office Space
REHEARSAL Space
(Itemize below)
9600
2500
Other Contributions
Rehearsal/Office
Grantwriter
(Itemize below)
12.000
4000
4000
6000
6000
City of Miami Beach Grant Award
17,644.44
Total cash expenses 184.003
Total in-kind expenses 20,000
Total project expenses 200.003
CASH & IN-KIND
Total cash revenues 184.003
Total in-kind revenues 16.000
Total project revenues 200.003
CASH & IN-KIND
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Exhibit 2-B: Project Budget I Revised Grant Award Budget
Name of organization: Seraphic Fire
Date(s) of Project: Nav 12. 2006 - Sept. 30. 2007
Grant Award: $17,644.44
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
17644.44
Equipment Rental
Personnel - technical
Space rental (Performance
Related Only)
Insurance (Performance
Related Only)
Total Other Costs (itemize
Below)
Outside artistic fees
Marketing/Publicity
Printing
Description
Amount
Postage
In County Travel
TOTAL (must equal grant award): 17644.44
Grant requirements
Grant funds must be spent within budget categories agreed upon in grant agreement.
All publications associated with City of Miami Beach cultural grant support must include the City of Miami
Beach logo and the following byline: "City of Miami Beach, Cultural Affairs Program, Cultural Arts Council. "
Allowable Grant Expenditures as Relates to Grant Project:
. Artistic and technical fees directly related to the proposed program or event
. Production costs related to the proposed program, project or event
. Honoraria
. Equipment rental and expendable materials
. Marketing
. Publicity
· 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
. Administrative salaries or fees
. "Bricks and mortar" or permanent equipment; unless the purchase price is less than the cost of
rental.
. City of Miami Beach services (permit fees, off duty police, electricians, insurance, etc.)
. Debt reduction
. Indirect or general operating costs related to the operation of the organization (Cultural Anchors
excluded from this restriction)
. Travel or transportation 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 prizes
. Lobbying or propaganda materials
. Charitable contributions
. Events not open to the public; unless the event serves to specifically benefit City of Miami Beach
government
Required supporting materials for final reports submitted within 45 days upon completion of grant
project:
. Copies of all receipts, invoices and expenditures of grant monies. CATEGORIZE ALL
RECEIPTS, INVOICES AND CANCELLED CHECKS (front and back copies), ETC.
ACCORDING TO THE GRANT BUDGET (i.e. - all artists payments, separate from
advertising payments)
. 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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FLORIDA DEPARTMENT OF STATE
Glenda E~ Hood
Secretary alState .
February 12, 2004
SOUTH FLORIDA FRIENDS OF THE .ARTS, INC.
4689 PONCE DE LEON BLVD., SUITE 300
CORAL GABLES, FL 33146
The Articles of Incorporation for SOUTH FLORIDA FRIENDS OF THE ~S, INC.
were filed on February 11, 2004, and assigned document number
N04000a0141S. Please refer to this number whenever corresponding with
this offioe.
Encl.osed is the certification requested. To be official, the
certification for a certified copy must be attached to the original
document that was electronioal.ly submitted and filed under FAX audit
number H04000027762.
A corporation annual. report/uniform business report will be due this
office between January 1 and May 1 of the year following the oalendar year
of the file/effective date year. A Federal. Employer Identification (FEI)
number will be required before this report can be filed. Pl.ease apply NOW
with the Internal Revenue Service by cal.11ng 1-800-829-3676 and requesting
form 88-4.
please be aware if the corporate address changes, it 1s the responsibility
of the corporation to notify this office.
Should you have questions regarding corporations, please contact this
office at the address given bel.ow.
Neysa Culligan
Document Specialist
New Filings Seotion
Division of Corporations
Letter Number: 004A00009701
Division of Corporations ~ P.O. BOX 6327 '-TalIahassee, Florida 32314
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ARTICLES OF INCORPORATION
OF
SOUTH FLORIDA FRIENDS OF THE ARTS, INC.
The undersigned, incorporator a natural person competent to contract, hereby files these
Articles of Incorporation in order to form a Corporation not for profit under Chapter 617 of the
Florida Statutes.
ARTICLE I
~
The name of this Corporation shall be SOUTH FLORIDA FRIENDS OF THE ARTS,
INC.
ARTICLE II
Pm:pose and Powers
SECTION 1: Pm:pos~: The purpose of the Corporation is to voluntarily promote the idea
and scope of the music program at the Church Of T~e Epiphany as a means of expanding and
contributing to a broader and richer cultural life in the greater South Florida community and to
assist in every way the music program including advice, recruiting of volunteers and other
personnel, arranging for guest performers, soliciting of contributions and., in general, any other
work in furtherance of the program.
SECTION 2: Powers:
(a) The Corporation's purposes as herein stated shall be carried out by its Board of
Directors in a manner that win enable the Corporation to qualify as a charitable organization
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within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954~ as amended.
To this end the Corporation shall have the following powers:
(i) To own acquire, convey, exchange, lease~ mortgage, encumber, transfer
upon trust, make gifts of or otherwise dispose of, all property, real or
personal; to borrow money, contract debts, and issue bonds, notes and
debentures, and to secure the payment or performance of its obligations.
(ii) To receive property by gift, devise or bequest subject to the laws
regulating the transfer of property by will, and otherwise to acquire and
hold all property, real of personal, including shares of stock, bonds and
securities of other corporations.
(iii) To enter into private contracts 'With any person, fIrm, association,
corporation, municipality, county, state, or other body politic or with any
colony, dependence or agency of any of the foregoing.
(iv) To perform every act necessary or proper for the accomplishment of the
objects and purposes enumerated or for the protection and benefIt of the
Corporation.
(b) Notwithstanding any powers granted to this Corporation by these Articles, its
By-Laws or by the laws of the State of Florida, the following limitations of powers shall apply
and be paramount:
(i) No part of the net earnings of the Corporation shall inure to the benefit of
any Member, Director, Officer of the Corporation, or any private.
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individual (except that reasonable compensation may be paid for services
rendered to or for the Corporation affecting one or more of its purposes,
and except to the extent that benefit inures to persons in accordance with
the carrying out of the Corporation's charitable purposes as herein
defined), and no Member, Director, Officer of the Corporation, or any
private individual shall be entitled to share in the distribution of any of the
corporate assets on dissolution of the Corporation.
(ii) The Corporation shall not participate in or intervene in (including the
publication or distribution of statements) any political campaign on behalf
of any candidate for public office.
(iii) Notwithstanding any other provision of these Articles, the Corporation
shall not conduct or carry on any activities not pennitted to be conducted
or carried on by an organization exempt under Section 501(c)(3) of the
Internal Revenue Code of 1954, as amended, or by an organization,
contributions to which are deductible under Sections 170(c)(2), or 2055(a)
of the Internal Revenue Code of 1954, as amended.
(iv) Upon dissolution of the Corporation or the winding up of its affairs, the
assets of the Corporation shall be distributed exclusively to such
charitable, religious, scientific, testing for public safety, literary or
educational organizations which then qualifY under the provisions of
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Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, as
the Board of Directors may decide.
ARl;ICLE III
Members
(a) The members of this Corporation shall consist of the first Board of Directors, and
such other persons as qualify for membership in accordance with this Article ill and the By-laws
of the Corporation.
(b) Any person perfonning services in the music program or any person donating time
or resources to South Florida Friends Of The Arts, Inc. shall be eligible for membership. The
. By-Laws of this Corporation shall set forth the method by which an eligible person may be
admitted to membership in the Corporation.
(c) The By-Laws of this Corporation may provide for classes of membership.
ARTICLE N
Terms of COtporate Existence
This Corporation shall exist perpetually unless dissolved according to law.
ARTICLE V
Inco(poratQI
The name and address of the Incorporator to these Articles of Incorporation IS as
follows:
Nmm
Audrey Ross
Address
4689 Ponce De Leon Blvd., 3rd Floor
Coral Gables, FL 33146
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ARTICLp VI
Board of Directors
(a) The affairs and business of the Corporation shall be conducted by a Board of
Directors consisting of not less than six (6) members, the exact number to be detetrnined from
time to time in accordance with the By-Laws. The method of electing Directors shall be as set
forth in the By-Laws of the Corporation.
(b) The names and addresses of the First Board of Directors who shall serve for tenns
as set forth hereinafter and until their successors are elected are as follows:
~
Address
Term
1.
Audrey Ross
4689 Ponce De Leon Blvd., 3rd Floor
Coral Gables, Florida 33146
3
2. Joanne Norman Schulte 6210 Maggiore Street
3
Coral Gables, Florida 33146
3. Monsignor Jude 0 'Doherty 8081 S.W. 54 Court 3
Miami, Florida 33143
4. Joe Reyes 67 0 1 Sunset Drive, # 100 2
Miami, Florida 33143
5. Ana Collongette 1036 Sorolla Avenue 2
Coral Gables, Florida 33134
6. Aurelia Corbitt 7400 Monaco Street 2
Coral Gables, Florida 33143
7. Hector Lans 9100 Arvida Lane 1
Coral Gables, Florida 33156
8. Patrick Quigley 8081 S,W. 54 Court 1
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9. Dr, David Kudzna
9038 Castle Harbour Circle
Vero Beach, Florida 32963
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10. Michael Colleran
11050 Girasol Avenue
Coral Gables, Florida 33156
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11. A. Blackwell Stieglitz
8820 Schoolhouse Road
Miami, Florida 33156
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12. John C. Strickroot
100 S.B. 2nd Street, 17th Floor
Mimni,Florida33131
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. ARTICLE VII
By-Laws
The Board of Directors shall adopt By-Laws for the Corporation. The By-Laws may be
amended, altered, or repealed by the Directors in any manner permitted by the By-Laws which
is in accord with the purposes of the Corporation as set out in these Articles of Incorporation.
ARTICLE VII
Street and Mailing Address
Registered Office and Registered Agent
(a) The office of the Incorporation shall be. located at 4689 Ponce De Leon Blvd.,
Suite 300, Coral Gables, Florida 33146.
(b) The name of the registered agent and address of the registered office of this
Corporation in the State of Florida shall be as follows: Audrey Ross, 4689 Ponce De Leon Blvd.,
Suite 300, Coral Gables, Florida 33146.
(c) The Board of Directors of the Corporation shall have the authority to change the
registered agent and registered office of the Corporation.
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ARTICLE IX
Indemnification of Directors and Officers
(a) The Corporation shall indemnify any officer or Director made a party or
threatened to be made a party to any threatened, pending or completed action, suit or proceeding:
(i) Whether ciVil, criminal, administrative, or investigative, other than one by
or in the right of the Corporation to procure a judgment in its favor,
brought to impose a liability or penalty on such persons for an act alleged
to have been committed by such person in his capacity of Director, officer,
employee or agent of any other corporation, partnership, joint ventlU"e,
trust or other enterprise which he served a the request of the Corporation,
against judgments, fines, amoWlts paid in settlement and reasonable
expenses, including attorney's fees, actually and reasonable incurred as a
result of such action, suit or proceeding or any appeal therein, if such
person acted in good faith in the reasonable belief that such action was in
or not opposed to the best interests of the Corporation, and in criminal
actions or proceedings, without reasonable ground for belief that such
action was unlawful. The termination of any such action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent shall not in itself create a presumption
that any such Director or officer did not act in good faith in the reasonable
belief that such action was in or not opposed to the best interest of the
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Corporation or that he had reasonable grounds for belief that such action
was unlawful.
(ii) By or in the right of the Corporation to procure a judgment it its favor by
reason of his being or having been a Director of officer of the Corporation
or by reason his being or having been a Director, officer, employee or
agent of any other corporation, partnership, joint venture, trust or other
enterprise which he served at the request of the Corporation, against the
expenses, including attorney's fees, actually and reasonably incurred by
him in connection with the defense or settlement of such action~ or in
connection with any appeal therein, if such person acted in good faith in
the reasonable belief that such action was in or not opposed to the best
interests of the Corporation. Such person shall not be entitled to
indemnifIcation in relation to matters at to which such person has been
adjudged to have been guilty of gross negligence or willful misconduct in
the performance of his duty to the Corporation.
(b) Any indenmification under section O(ii) shall be made by the Corporation only
as authorized in the specific case upon a determination that amounts for which a Director or
officer seeks indenmification where properly incurred and that such Director or officer acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and that, with respect to any criminal action or proceeding, he had no
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reasonable ground for belief that such action was unlawful. Such determination shall be made
by the Board of Directors who were not parties to such action, suit or proceeding.
(c) The Corporation shall be entitled to assume the defense of any person seeking
indemnification pursuant to the provisions of subsection (a) (i) above upon a preliminary
determination by the Board of Directors that such person has met the applicable standard of
conduct set forth in subsection (a)(i) above, and upon receipt of an undertaking by such person
to repay all amounts expended by the Corporation in such defense, unless it shall ultimately be
determined that such person is entitled to be indenmified by the Corporation as authorized in this
section. If the Corporation elects to assume the defense, such defense shall be conducted by
counsel chosen by it and not objected to in writing for valid reasons by such person. In the event
the Corporation elects to assume the defense of any such persons and retain such counsel, such
person shall bear the fees and expenses of any additional counsel retained by him, unless there
are conflicting interests as between the Corporation and such person, or conflicting interests
between or among such person and other parties represented in the same action, suit or
proceeding by such counsel retained by the Corporation, that are for valid reasons objected to
in writing by such person, in which case the reasonable expenses of such additional
representation shall be within the scope of the indenmifIcation intended if such person is
ultimately determined to be entitle thereto as authorized in this section.
(d) The foregoing rights of indemnification shall not be deemed to limit in any way
the powers of the Corporation to indemnify under applicable law.
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ARTICLE XI
Amendments
These Articles of Incorporation may be amended by the unanimous consent in writing
of the entire Board of Directors, or by a three fourths majority vote of the Board of Directors at
any regular or special meeting where such proposed action has been incorporated in the notice
of the meeting or referred to in a waiver of such notice duly signed by all the Directors of the
Corporation.
IN WITNESS WHEREOF, the undersigned, being the original subscribers to the
foregoing Articles of IncOIporation, have hereunto set their hands and seals this l..1- day of
January, 200 4.
A~~
ST ATE OF FLORIDA )
) ss:
COUNTY OF MIAMI-DADE )
I HEREBY CERTIFY that on this day personally appeared before me) the Wldersigned
authority, Audrey Ross to me well known ~nd known to me to be the person who executed the
foregoing instrument and acknowledged before me that she executed the same freely and
voluntarily for the uses and purposes therein set forth and expressed.
IN WITNESS WHEREOF. I have hereunto set my hand and affixed my official seal on this
.1'1~ day of January, 200 4. .
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-. Notary Public, State of FIo .,. At large
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My Commission Expires: fo . J.S'- d OiJV
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ACCBPTANCB OF APPOINTMENT
AS
REGISTERED Jr..GENT
Having been named as registered a.gent for thc~ above.-named oorporati011. at the place
designated in these Articl08 of Incorporation. I he.rebJ' accept the appointment as registered agent and
agree to act in this capaci.ty. I further agree to COD:Ipl:.t with the provisions of all statutes relating to the
proper and complete pexfbrmance of my duties, and I am fiuniliar with and accept the obligations oim)"
position as registered aptt. .
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FLOR ADEPARTMENTOFSTATE
Glenda E. Hood
SecretaTY of State
July 6, 2005
Sunstate Research Assoc.
143 W. Whetherbine Way
Tallahassee, FL 32301
Re: Document Number N0400 :001415
The Articles of Amendment : the Articles of Incorporation of SOUTH FLORIDA
FRIENDS OF THE ARTS, Ij:~ which changed its name to SERAPHIC FIRE, INC., a
Florida corporation. were filed . July 6. 2005.
Should you have any questio; regarding this matter, please telephone (850) 245-
6050, the Amendment Rling S lion.
Annette Ramsey
Document Specialist
Division of Corporations Letter Number: 405A00044938
Division ofCorporati ; s - P.O. BOX 6327 -Tallahassee, Florida 32314
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Exhibit A-
to Articles of Amendment
of Articles oflncorporation
of
LORlDA FR1ENOS OF THE ARTS) INC.
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I.
Article I is deleted i its enlirely and repL'lced with the following new Article I:
"Art ic Ie I.
Seraphic Fire's mission is t presenl high-quality performances of under-pcrfonno.:1
Olusic with cultural signific nee to audicncesin South Flclrida. At the same time,
Seraphic Fire aims to enco age the occupational advancement of young musicians by
providi:,g a forum for dcve pment and presentation of their talents."
2. Article lII(b) is ed by deleting the first sentence thereof and replacing it
with the following new fir sentence:'" Any person performing services or donating time
or resources to Seraphic Fir , Inc., shaD be eligible for membership'"
3. Article Vl(a) is ame ed by deleling the ftrSt sentence thereof and replacing it
with the following new firs .scntencc: "The business oCtile Corporation shall be
conducted by a Board of 0 01$ con.~;sting ofno fewer than five (5) ~mbers. the
exact number to be dct . in accordance with the by.. laws_ "
011 c;:JcM.CIiK':n I
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Effective date if gplicable:
...........I(s) was: '}v,~ 2.0) '2--Y
.)1t ~~Il ?~r-
(no more than )/S aftdameudment file date)
The date of adoption of the a
Adoption of Amendment(s)
cellEeK ONE)
o Theamendmcnt(s)
for the amendment
(were) adopted by the members and the number of "otes cast
s sufficiell.t for approval.
o There are no membe or members entitled to vote on the amendment. The
amcndment(s) was ( ere) adopted by the board of directors.
dayof n?~
2005
(Tide or person signing)
FILING FEE: $35
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The date of adoption of the a clldment(s) was: ~ "'" .2..0) ~y
J "
Effective date if ;uulIlicable:
Adopti!lD of Amendment(s)
(eltEeK ONE)
o The amendmcnt(s)
for the amendment
(were) adopted by dle members and the number of '1otes cast
s suf1iciell.t for approval.
eJ There are no membe or members entitled to vote on the amendment. The
amcndrnent(s) was ( ere) adopted by lbe board of directors.
dayof .h?ry
2005
(Tille of peNon signing)
FILING FEE: $35
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ARTICLES OF INCORPORATION
OF
SERAPHIC FIRE, INC.
In Compliance with Chapter 617, F.S., (Not for Profit)
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ARTICLE I
Name
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The name of the corporation shall be SERAPHIC FIRE, INC.
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ARTICLE II
Place of Business
The principal place of business and mailing address of this corporation shall be 9315 SW 77
Avenue #221, Miami, Florida 33156.
ARTICLE III
Purpose
The purpose of the Corporation is to support the artistic, educational, and fund raising activities of
Seraphic Fire, Miami's Fully-Professional Chamber Choir and Orchestra. The Corporation will
assist in providing advice, recruiting of volunteers and other personnel, developing educational
outreach programs, arranging for performance venues, soliciting of contributions and any other
work in furtherance of the program.
Seraphic Fire's mission is to present high-quality performances of under-performed music with
cultural significance to audiences in South Florida. At the same time, Seraphic Fire aims to
encourage the occupational advancement of young musicians by providing a forum for the
development and presentation of their talents.
ARTICLE IV
Manner of Election
The board members shall be appointed by the Artistic Director and the Board Chairperson acting
unanimously or, if there be only one, then by the one. If there be neither then the board shall
appoint the Artistic Director and its chairperson by majority vote.
ARTICLE V
Initial Directors and/or Officers
The board of directors shall never have fewer than 5 nor more than 25 members. The initial
board members are:
Joanne Schulte, Board Chairperson
600 Coral Way, 8th floor
Coral Gables, FL 33134
Patrick Dupre Quigley
9315 SW 77th Ave., Apt 221
Miami, FL 33156
John H. Schulte
200 S. Biscayne Blvd., Suite 2710
Miami, FL 33131
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William Patrick Quigley
7200 Dominican Street
New Orleans, LA 70118
Alicia Castilla
1448 Alegriano Ave.
Coral Gables, 33146
The initial officers are:
Patrick Quigley
John H. Schulte
Artistic Director and Executive Director
General Counsel
ARTICLE VI
Initial Reqistered Aqent and Street Address
The initial registered agent and his address are:
John H. Schulte
200 S. Biscayne Blvd., Suite 2710
Miami, FL 33131
ARTICLE VII
Incorporator
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The name and address of the incorporator are:
Patrick Dupre Quigley
9315 SW 77th Ave., Apt 221
Miami, FL 33156
ARTICLE VIII
Remaininq Assets
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Upon dissolution of the corporation its assets shall be used exclusively for exempt purposes such
as charitable, religious, educational, and/or scientific purposes within the meaning of section
510(c)(3) of the United States Internal Revenue Code of 1986, as amended.
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Sign~~~' Date
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Having been named as a registered agent to accept services of process for the above stated
corporation at the place designated in this certificate, I acknowledge that I am familiar with and
accept the appointment as reriste~ed\agent and agree to act in this capacity.
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John H. Schulte, Registered Age Oat
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