HomeMy WebLinkAboutMiami Beach Hispanic Community Center
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~ MIAMI BEACH
City of Miami Beach Cultural Affairs Program and Cultural Arts Council
Fiscal Year 2006/07 Cultural Affairs GraJ1t Agrrement
J.J,4-f ~.lJMAer
This Grant Agreement is entered into this ~ day of ., ~\ , 2006, between the City of
Miami Beach, Florida (the City), and (Grantee).
Article II Grant Description
1.
Miami Beach Hispanic Community Center
Margarita Cepeda
1701 Normandy Drive
Miami Beach FL 33141
(305) 867-0051, (305) 867-0052, mbhcc@bellsouth.net
Grantee:
Grant Contact:
Address:
City, State, Zip:
Phone, fax, e-mail:
2. Grant amount: $7,933.3350% 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 Project Budget and 2-B Grant Budget, attached hereto
Contract deadline: October 27,2006
Expenditure deadline: September 30, 2007
Project completion date: _September 30, 2007
al Report deadline: Must be postmarked or delivered no later than 45 days after Project
completion date.;..,? AiotJPJ#/;~Y
HEREOF, the parties hereto have executed this Agreement this~ day of ~ ~'r~ ,2006.
STATE OF FLORIDA, COUNTY OF MIAMI- DADE
Attest ~r e~
Robert arc er, City Clerk
(Grantee's Cor orate Seal Here
GRANTEE:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~~not-for-profit
corporation. He/She is personally known to me or has
._- ~-
produced as
identification. .
s?f~ 1J~
Notary Name: )..1, >; ). 7 Co, 4f F'1 e ''l?;(te 2-
Notary Public, State of Florida
FederallD #: 65-0584874
My Commission Expires: k b .
17 200 ~
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"'~~~'~~<6' Mirizza Menendez
2~~'" ~ Commission#DD291989
~;:" ~;':l Expires: Feb 17,2008
"/~~O;f\.~~" Bonded Thru
"" ",\\ Atlantic Bonding Co., Inc.
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 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, and execution of this Agreement by the parties hereto.
5. Proqram 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. 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. Publicitvand 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. Assignment: 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 of the Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set
forth herein.
12. Default/T ermination Provisions: I n 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 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. Indulqence Will Not be Waiver of Breach: The indulgence of either party with regard to any breach or
failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or
any portion of this Agreement either at the time of the breach of failure occurs or at any time throughout the term
of this Agreement.
14. Written Notices: Any written notices required under this Agreement will be effective when delivered in
person or upon the receipt of a certified letter addressed to the Grantee at the address specified in Article 1-1 of
this Agreement, and to the City when addressed as follows: 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. Captions Used in this Aqreement: Captions, as used in this Agreement, are for convenience of
reference only and should not be deemed or construed as in any way limiting or extending the language or
provisions to which such captions may refer.
16. Contract Represents Total Aqreement: This contract, including its special conditions and exhibits,
represents the whole and total agreement of the parties. No representations, except those contained within this
agreement and its attachments, are to be considered in construing its terms. No modifications or amendments
may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate
action by the Mayor and City Commission.
Article 1111 Miscellaneous Provisions
17. The Grant awarded herein is the result of an extensive public review process, which found that the
Grantee is performing a public purpose through the programs, projects, and services recommended for support.
As such, use of these funds for any program component not meeting this condition will be considered a breach
of the terms of this Agreement and will allow the City to seek remedies including but not limited to those outlined
in this Grant Agreement.
18. The Grantee also accepts and agrees to comply with the following Special Conditions:
The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C.
2000d et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex.
The Grantee hereby agrees that it will comply with City of Miami Beach Ordinance No. 92-2824, as
amended from time to time, prohibiting discrimination in employment, housing and public accommodations on
account of race, color, national origin, religion, sex, sexual orientation, handicap, marital status, or age.
The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove
barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities
that are available to persons without disabilities.
The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits
discrimination on the basis of disability and requires that Grant recipients provide equal access and equal
opportunity and services without discrimination on the basis of any disability.
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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 11 Revised Project Description
Organization: Miami Beach Hispanic Community Center
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 bv Grants Panel:
The "Nuestra Herencia Hispana" Literary and Cultural Arts Series is proposed for 2006-2007,
with a repeat of the inclusion of the highly successful playwriting and play presentation of last
year.
The series will begin October 1 , 2006 with The CUL TURA painting exhibit by local artists at
Coral Rock House and will feature 2 male and 2 female artists as part of the Hispanic
Heritage Month Celebration. An opening event will be scheduled.
Art Exhibit will be from October 1 thru October 15, 2006 at Coral Rock House, 1701 Normandy
Drive, Miami Beach FI. 33141.
The Literary Series will begin in the spring of 2007 and consist of bilingual literary workshops
featuring readings of the works of local Hispanic writers for area children and youth age 10-
15. Program staff will coordinate and lead, with a guest writer hired. This series will be held
March 6th, March 20th and April 3rd, 2007. During each weekly session, participants will be
exposed to different readings with a particular emphasis on Hispanic cultural events.
After the last reading, the participants will be asked as a group to create a play on the basis
of the readings that they have heard. This original play will be written by the members of the
group with coordination by the program staff and the support of a paid local playwright and/or
theatre producer. This activity allows the students to be exposed to the creative writing
process of play writing. Play writing workshops will be held April 19th, April 26th, May 3rd,
and May 17th, 2007.
The second component will begin on July 2, 2007. During these workshops, the focus will be
on the production of the play including set design. Participants will meet to rehearse the play
and create a set for the production. Artists from the Arts Center of South Florida will be
recruited to help with the artistic creation of the set and the playwright/theatre producer will
continue involvement. These workshops will be held July 12th, July 19th, July 26th, August
9th, August 23rd, August 30th, and September 6th, 2007.
The Play will be presented as part of our yearly month long celebration of Hispanic Heritage
Month with a tentative location at the Byron Carlyle Theatre and a tentative date of Friday,
September 21 , 2007. All workshops will be 90 minutes long and will be held at the Coral
Rock House, 1701 Normandy Drive, Miami Beach, FI. 33141 which has recently completed
repairs. Participation of local writers provides a mentoring experience for children and youth.
We collaborate closely with local schools, youth centers, writers and artists, artist
organizations and facilities and other agencies to provide this cultural arts series.
In continuing in our efforts to bring both educational and cultural initiatives to the youth of
Miami Beach, this project not only incorporates the literary aspect of Hispanic culture but also
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provides exposure to artistic and theatrical mediums to a population that might not otherwise
have the opportunity to experience it first hand. During the literary component to the program,
the participants will be exposed to different passages in history that shaped the world as we
know it today, along with the craft of writing. During the playwriting portion of the program,
participants will experience the creative and technical processes which are needed to create
a script. During the theatrical component, students will be involved in such areas as set
design and acting.
Our Literary and Cultural Series serves as an educational initiative for both Hispanics and
other Miami Beach youth as we explore the various facets of the Hispanic experience as that
interacts with and transforms the American experience. With the addition of a drama and
theatrical component, we hope to broaden the scope of the fine art experience to the youth
of Miami Beach. Our goal is to not only provide the participant with exposure as spectator of
the arts but also as a hands-on experience behind an actual artistic endeavor. Our
organization has a proven record of accomplishments delivering cultural and artistic events to
Miami Beach community.
Project description as revised (if applicable) based upon the Citv 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.
The Literary series will be held March 6th, March 20th April 3rd, April 17th, May 1 st, May 15th
2007. During each bi-weekly session, participants will be exposed to different readings with a
particular emphasis on Hispanic cultural events.
Play Production Workshops will begin in July 17th, July 31 st, August 14, August 28,
September 11th, and the play will be on September 21 st presented as part of our yearly
month long celebration of Hispanic Heritage Month.
The Play will be presented as part of our yearly month long celebration of Hispanic Heritage
Month with a tentative location at the Byron Carlyle Theatre or at North Shore Youth Center
Auditorium and a tentative date of Friday, September 21,2007.
All workshops will be 90 minutes long and will be held at the Coral Rock House, 1701
Normandy Drive, Miami Beach, FI. 33141 which has recently completed repairs.
Participation of local writers provides a mentoring experience for children and youth. We
collaborate closely with local schools, youth centers, writers and artists, artist organizations
and facilities and other agencies to provide this cultural arts series.
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Exhibit 2-A: Project Budget I Revised Total Project Budget
Name of organization: Miami Beach Hispanic Community Center
Date(s) of Project:
The Literary Series will be held March 6th, March 20th April 3rd, April 17th, May 1st, May 15th, 2007.
During each bi-weekly session, participants will be exposed to different readings with a particular
emphasis on Hispanic cultural events, and include play writing workshops.
Play Production Workshops will begin in July 17th, July 31st, August 14, August 28, September 11th, and
the play will be on September 21 st presented as part of our yearly month long celebration of Hispanic
Heritage Month.
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 -L 0 Admissions --
Personnel - technical ~ 0 Contracted services --
Personnel- administration -L 0 Tuitions
--
Outside artistic fees/services 5.206 0 Corporate support 2.068 _
Outside Technical fees/services 9.498 3.712 Foundation support
--
Marketing/Publicity 2.707 0 Individual support --
Space rental 500 2.287 Government grants
Travel ~ 0 Federal
--
Utilities -L 250 State
--
Equipment rental 1.650 0 Local (Metro Dade) 15,000
Office supplies 1.271 0
Insurance/Security 885 -2
Other Costs: (Itemize below) Other Contributions (Itemize below)
Printing 2.150 0 MBHCC 6.249
CleaninQ Service 634 0
PostaQe 500 0
Total cash expenses 25.001
Total in-kind expenses 6.249
Total project expenses 31.250
CASH & IN-KIND
City of Miami Beach Grant Award
Total cash revenues
7,933.33
25,001
Total in-kind revenues 6,249
Total project revenues 31.250
CASH & IN-KIND
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Exhibit 2-B: Project Budget I Revised Grant Award Budget
Name of organization: Miami Beach Hispanic Community Center
Date(s) of Project: The Literary Series will be held March 6th, March 20th, April 3rd, April 17th, May 1st,
May 15th, 2007. During each bi-weekly session, participants will be exposed to different readings with a
particular emphasis on Hispanic cultural events, and include play writing workshops.
Play Production Workshops will begin in July 17th, July 31st, August 14, August 28, September 11th,
and the play will be on September 21st presented as part of our yearly month long celebration of
Hispanic Heritage Month.
Grant Award: $7,933.33
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
Equipment Rental
320
Personnel - technical
4,168
1,500
Space rental (Performance
Related Only)
Insurance (Performance
Related Only)
500
Outside artistic fees
385
Marketing/Publicity
Total Other Costs
(itemize below)
467
Printing
593
Description
Amount
Postage
Security
250
In County Travel
Supplies
217
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. "
TOTAL (must equal grant award): 7.933
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
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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
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 Mami Dade County area
. Social/Fund raising 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 e\ent 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 (Le. - 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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~ICL&S or IJlCOIlPORA:rIO.
0'
mnDlJ) 01" MUJCl SUCB, I KC .
(A Florida Net For Profit Corpo=at~on)
A.rti~le' I
NA."!I
The name of this cor-,..oration shall be CWltl.l1) OJ' H!AXI
BEACK, rxc., (hereinafter referred to as the .Corp~ra~ioc'l)
who.. address shall be c/o Saul Cimhler, 420 Lincoln Road, S~i~e
205, Miami Beach, Ft 33139.
Article II
PURPOSE
A. Thi. Corporation is a not for profit cc=r~ratic~,
organized for the purpose of pr~inq and adv~cin9 t~e cult~al,
economic, l*9al and ~olitical ~terests of hi.panic. =eBidlzg or
conducting bu. in..... in Miami Bea.ch, in Dade Couty, i'l~rida. The
pu.rpQ... for which the Corporation is organized are uclus;.,..-ely
religious, charitable, scientific, literary and educat:..~~~l wi~hin
the meaning ot Section ~Ol(e)(3) of the Interua1 '~eva~ue Ceca of
1986 or tha corresponding provision of any future U=...:..ted St!.tes
Internal Revenue law.
B. In order to accomplish the Corporation's F:lIFOses the
Corporation ..y (1) acquire by gift, devise, p~cha.e, lease or
otherwise any inter.at or rights in rea.l or pe:so~l ;rope~1 of
'all kind., t~9ible or intanqible, (ii) u.., ~4qe, 6all,
convey, lease, inveat, dispose of, or otherwise deal wit~ .~ch =ea1
and personal properties, (iii) acquire and dis..minate, and cause
a.nd encourage the Acquisition and dissem.ination of, infcrmaticn to
the general public and interested governmental boo,Les I incluC.inq
..
tho.e concerned with those interests described in A above, and (tV)
exercise all the powers ecume':-Ilted in Section 617.J21, P~orida
Statutes (1991), all in such ma..:J..ner a~ the Board of Director. shall
deem appropriate to carry au.t the purpo.e. of the Corpora.~ioD.,
subject however toauch limita~ioD.. as may be contaiked in ~hese
Articles of Incorporation, the Bylaws of the Co~-ora.tioc, t~e
instruments under which such properties are acquired, and all laws
applicAble thereto. Further I the Corporation may perform a.ll. a.cts
and do all things deemed necessary or desirable to further its
purpo..s, and for the purpose of engaging in any lawful act or
Activity not for pecunia....---y p:ofit for which not to: profit
corporations may be organized, so far as is or may be per=U.tted by
the law. of the State of Florida and Section 501 (c) (3 ) . of the
Internal Revenue Coda ot 1986.
}o.rticle III
MBM!!RSHI'P
Memberahip sha.ll be li..mited to persona who are !D.e.!tb~r8
of the Board of Director. of t~. Corporation and' who o-th.rwi..
comply with the requi%aments established from time to time by the
Bylaws of the Corporation to be hereafter adopted.
Article TV'
IWI'l'"IAL RBGIS't'EUn OP?ICB AND AGh'T
The .treet address of the initial registered office of
t,he Corporation i. 420 Lincoln ~oad, Suite 205, Miami Beaah, FL
331.39 and the name of the Corporation '8 initial registered agent at
that address is Sanl Cimbler.
uticle v
BOARD OF DIRCBCTO~S
The affws of the Corpora.tion shall be managed by a Soard at
oirec~or. havinq at least five (5) members. The number of
direct.ors cay be increased or decreased froll time to ~i.m.e, in,
Accordance withthe Bylaws of the Corporation, but ahAll never be
Ie.. than five. The names and addresses of the per.ona vha ahall
serve as t~e initial directors of the Corporation are as follows:
HAM
Addr..~
. Mattie Bower
1442 Jefferson Avenue,
Miami Beach, PL 33139
. Saul CUbl.r
420 Lincoln Road, St.. 205
JoI.iami Beach, n. 33139
-Victor Diaz, Jr.
27 2ast oilido Drive,
H.iami Beach, n. 33139
.Jose Fernandez
Betty Gutier%ez
1207 Drexel Avenue, Suite 10
Miami Beach I n. 3313 9
344 Meridian Avenue
Miami Beach, FL 33139
.a.nic 1. VI
!RCORPORA~R
The n~ and addres8 of the person signing these
Articles of Incorpcratiou ia:
Saul Cimbler
420 Lincoln Road, Suite 205
Miami Beach, !"L 33139
A...'"'1:ic Ie VI I
O!SSOLUT!OK
Opon the dia.alution or vLcdinq up cf the Corporation, _
it. as&eta remaining after payment, or provision for payment, of
a.11 debt. and liabilities cf the Corporation, shall b. d.iatrihuted
to one or more not for profit funds, foundations, or corporations
which, are organized and operated meat nearly for the pQrp08es of
this Corporation and which have established its tAX exempt statuI
under Section 501(e)(3) of the Internal Revenue Code of 1986 or
corresponding provisions of any sub.equent federa.l ta.x law., or to
the Unit&d states government.
.~icle VUI
lIMITAT!ONS
No part of the earnings of the Corporation shall inure to the
benefit of, or b. diat.rllutahle to, its dir~tors, officers,
members or other private penons, except that the Corporation shall
b. antborized and empowered to pay =easonable e~n.ation for
services rendered and to make payments and distributions in
furtherance of any of its purpo..., ~o sub.tantial pa--t of the
activities of the Corporation shall be the carryinq on of
propaqanda, or otherwi.. att~inq, to influence legislation
(except as otherwise provided in subue-tion (h) 0: section 501 of
the Internal Revenue Code of 1986), and the Corporation sha1l not
participate or intervene in (includlnq th. publi.hing or
distributing of at.atementa) any political call1:pUqn on behalf of any
candidate for public office, Notwithstanding any other provision
of these Articles, the Corporation shall not carry on any
activiti.. not permitted to be carried on (a) by A corporation
exempt from faderal income tax under Section SOl(c)(3} of the
Internal Rev.nne Code of 1966 (or the corresponding provision of
i:U1Y future United States Internal Revenue La.w), 0::- (b) by a .'
corporation, contributions to wbich are deductible under Section
170(c)(2} of the Internal Revenue Code of 1986 (or the
correspondinq provision of any future United S~te. I~ternal
Revenue Cod. Lav.
I. W4~88 ftaaa4OP, the undersigned Incorpo:ator has
executed these Articles of Incorporation on this 30th day of
November, 1993.
Incorporator, Saul Cimbler
S'rA'l'B OP YLOlUDA )
) aa:
CO~y OP DADB )
831'0U KI, a notary public authorhec:l to tAke aclcnowledgwmts
in 'the.tate and county Bet forth ahove, persona.lly appea%ed SAUL
CIXBI.BR, known to me and known by me to be the person who executed
the foregoinq Articles of Incorporation, and he acknowledged before
me that h. esecuted tho.. Article. of Incorporation.
I" 1ft'1'JDU 1fDJlBO., I hAve hereunto .et 1'4"J hAnd and aff.ixed my
o~ticial ..al, in the state and county aforesaid, this dAY ot
November, 1993.
Notary Public, State of Florida
at Large
My Commission B%piresl
CBRTIfICATE DESIGNATIBG THE ADDRESS
AND Alf AGB!IIT UiON WHOM PROCESS MAY BE SDVBD
W ! T N B S S ~E T St
That UNlOAD 0' ~ BRACH, rRC., desiring to organi~e under
the law, of the State of Florida, which willhave its plrincipal
office in Florida, has na=ed Saul Cimbler, located at 420 Lincoln
Road, S~ita 205, Miami ieach, YL 33139, as i~. aqant to accept
service of process within this state.
ACXNOWLZOGME!I'1' :
Saving been named to accept service of process for the above-
stated. corporAtion, at the place d..iqnated in this certiticate, 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 my duties, and I accept the duties and
obligations of Section 607.325, Florida Statutes.
Dated this ____ day of Novecber, 1993.
SAOL CIMBLBR, RBGISTBRBD AGBBT
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U1IIOAD or )(I,UU BUCl!, IJlC.
(A .O'f-roJl-PllOI~ COIlPORA~JOW~
Aelt!T.. I. KBMBIUBIP
Secti.oll 1. "-~rahi 'C .ecru! "",,"'''nt.l. Me!Ilbers of the
Corporation shall be admitted at the discretion of the Beard of
Oirector.. Members shall be elect.ed to membership by majority vote
of. the Board of Directors of the Corporation.
The Baud of
Directors may establish such type. or claasifications of me.mhership
as it deeMS appropriate.
Seei:loll 2.
'l'eraiDatiol1 o:f ~r.hip.
Membership shall
terminate upon dea.th or resignation of a l'I\~ftlMr or upon removal by
A majority vote of the BO&rd of Directors of the Corporation.
SectioD 3. Pro~rtT ll!qht.. No!:lllUber shall have any right,
title, interest or privilege of, in or to any of the property or
asset., including Vly ea..rn..ings or investments income of the
Corporation, nor shall any of such assets or property be
distributed to any ~~mb4r on the dissolution or windinq up thereof.
s.o-tioll ~.
Liabilit.,. Qf Meab4n.
No ~.r at the
Corpor~tion shall be personally b. liable for any of its debts,
liabilities or obliqation s nor shall any member be 61.1bject to any
assessment.
s.ct..1ca 5. Heet1..Jla. . An annual meeting of the members 0 f
th.1.. Corporation shall be held each year, at such time and place as
may be designated by the Board of Directors. Business tra:l.sacted
and reports qiven at the annual meeting shall be determined by the
B~d of Dire<::ltors of the COrporation. M.e=bera may attend ::..ti..ng&
of the Board ot Directors except when the Board of Oirectors elect.
to meet in closed session.
sec~ioa ,. VO~iAq. No member ahall be entitled to vote on
any matter concerning' the Corporation unless other.lise provided by
law or provided tor by the Board of Directors by an amenqment of
th... sylilw8.
SectioD 1. Du... The Board of Directors sklall determine form
tUe to time at its discretion the dues required of a. member of the
Corporation. The BOArd of Oirector. may establish difterent dues
requirements for different clasaifications or types of memberships
as it -:nay establish form time to time.
AnIM.. II. nirect.or.
S~iOll 1. Fmu:-ticm. All corporate pQWers sha.ll be exercised
by or under the authority of, and the business and affairs of the
Corporation shall be managed u~der the direction of, the Board of
Oirec::tor. .
Section 2. aualifiaatioD. Directors need not be residents of
Florida. Directors must be members of this Corporation.
S~iou 3.
Coa:peDlatioa.
No Oirector shall receive any
compensation form the Corporation.
S.cti01l ...
Pre.~ 10. of JU..~t.
A Oirector of the
corporation who is present at a meetinq of the Board ot Directors
at which action on any corporate matter i. taken shall be presumed
to have a..entad to the action taken unless he votes again at such
ae~ion or ah.ta~. from votinq in respect thereto because of an
asserted conflict of interest.
-.
Sec~iQD S. 5"-~.r. This Corporation shall have a minLm~ 0:
':.h.ree directors. The numl:::er of Directors s:all be determined ~or.n
ti.m-e to time by th. Bo.u-d of OirectoI:'s.
Se-ctioZl 6. Bleeticc and Te~. Each person na.med in the
Articles of !nooI:?oration as a me.mber ot t.he initial Board of
Jirecto:s shall hold office until the first fo~l meeting of t~e
a.oa=d of Directors, a:.d ur.~il the first formal aeeting of the Board
of ~ir8Gtors shall hold. cffice until the fi:r5tfo:;nal meeting 0:
:hlt Boa..rd of. Directors, and. t:.ntil his success.or ahallhave been
ele<::ted and. qualified or until hi. earlier resiqn.ation, removal
:rcs o~:ic. or dea.th. iHth the exception of the initial directors,
and these appointed by the initial oirec1:ors ~tora ~he first
~o.r:aa.l :Deeting ot the Boare of Directors, s1:..hsequent Directors
sh...~l be elec:t.ed. by the Baud of Directors by :aajority vote at the
Ann-c.al :.atinq of the Board. to fill va.cancies ~en occurring. Fo~
the firs"t:. fiscal year of tile Corporation, one half of the Direc-tors
~hA~l be elacted for A term of one yeAr, aDd one half ahall be
elected for a term of two years.
Each Director shall hole oftice for a ta-~ :or which he is
elec:te<1 and until his S>1cceuor shall u.ve been elected and
qualified or until hi. ea..rlier resignation, removal froll office 0:
death.
Sect.ioa 7. Vae.u.ei... A vacancy shall b. dee:ed to exist in
the even-t the number of d.i.rectors i8 less tha.n the n'Jlllber currently
authorized by the Board. Ar.y vacancy occurring in the Board of.
Pirecto:s, includ.ing any vacancy created by reason of an increase
in the ~umb.r of direc~or., may b. filled by t~. affirmative vote
of a majority of the remaining Directors though less than a quorum
of the Board of Directors. A director elected to fill a vacancy
shall hold office only for the unexpired term of hi. or her
predecessor in office.
SectioD 8. R...,.al of nirect.crs. A.'1y Director may be
removed, wi~h or without cause, by a vote ot a majority of the
Boa..rd of Directors.
Section'o OU9rua sDd VcttU9' A majority of the number of
Di.rectors holding' office shall constitute a quorum for the
transaction of business. The act of a. majority of Directors
present at a. lIl~et.ing at which A quorum is present shall be the act
of the Board of Directors.
s.ctiOD 10. B2ecuti.. aftd ~er C~4tt.e.. The Soard of
Directors, by resolution may designate frOJll among its members an
executive committee and one or :nore other committees each of which,
to the extent provided in auch resolution, ahall have a.n.d may
exercise all the authority of the Board of Director., except. as
provided by 1av.
S~ioQ 11. Place of W.ei:.ic9' Regular and Bpecial meeti~9' of
the Bc~4 of cirectors .h~l be held at the princip41 place of
busin4!l8s of the Corporation or at. luch ot.her place as may be
designated by the person or persons giving notice or otherwise
calling the ...t.lnq.
Beatio. l~. '1'.t.., Wetie. Bud Call of tc..tincn. Regular
meetings of the Board ot Directors shall be held without notice at
the time and on the date designated by resolution of the Board of
nirectors. Notice at the time and place of special meetings of the
Board of Oirectors shall be r;Jiven to each di.rector by persanal
delivery, telegr&m, cableqram, or telephone at least two (2) days
before the meeting.
Notice of a meet:inq af the Board of Directors need not be
qiven to any Director who signs A waiver of notice either betore or
after the meetinq.
Attendance ot a Director at meetinq shall
constitute a waiver ot notice of that ~eetinq and waiver of Any a~d
all objections to the place of the meeting, the t~ of the meetir.q
or the manner in which it hAS been called or convened, .xc.p~ when
a director .tate., at the be9inninq of the meeting, objection to
the trLnsaction o~ business because the meetinq is not lawfully
called or convened.
Neither the bU8ine&s to be transacted at, nor the purposes of
any reqular or special meeting of the Board of Director. need b~
specified in the notice or waiver af notice of the meeting_
A majority ot the Directors present, whether or nct a quor~
exist., may adjourn any m.eet.ing of the BOiU'a of Directors ta
another time and place. No~ic. ot any adjourned meeting shall be
given to the Director. 'Who llIere cot preseot a.t the time of the
adjournment and, unl... the time and place of the adjourned meeting
are announced at the time of adjournment, to the other Directors.
}(eeting. of the Board of Directors may be called hy the
ChainaAn of the Board of Directors, it Uly, by the President of t:he
-
Corporation or by any eve Directors.
Hemhers of the Board of Directors (or any committee thereof)
may participate in a meeting of the Board (or committee) by means
of a conference telephone or similar communications equipment by
meAn. of which all persons partioipati~; in the meeting can ~ea~
each other at the same time. ?articipation by such mea~s s~All
constitute presence in per50n at a meeti~9.
Secrl:i01l 13. ~iCQ Without:. a Meet.icg. Any action req-.:.i:t-d to
be taken at a meeting- of the Board of Oirec:tor., or any ac":ion
which may be taken at a meetinq of the Board of Directors or a
committee thereof, may be taken without a ~.tinq if a con6e~: in
Writing, setting forth the action 80 to be taken and signee. by all
the director. or all the 1De1Dbers of the committee, as the case uy
b., i. filed in the minutes of tbe proceedings of the Board of the
committee. This con.ent Ihall have the same effect as a t:..:lani=lou.
vote.
AJftIlt"T.. III. 01'7I~
s.ctioll 1. Officen. The officers ot this Corporation sh..all
con.ist of a Pre.ident, a Seeret&ry, and 8. ~e.surer, each of ~hom
shall ~ elected by the Board ot Directors. Soch other officers
and assistAllt. officer. and agents as r::a.y be deemed necessL--Y ~'J be
elected or appointed by the Board of Ci:e<:tora from t.:..me
Any two or more offices may be held hy ~~a same per&on.
s.ct:.ioa 2. OU~i'l. The officers of this Corporation shAll
4- .
...0 t:.:,.me.
have the followinq duties:
The President shall ~ the chief executive officer ot t.he
Corporation, shall have general and active management of th.e
bnsinesa and affairs of the Corporation subject to the directions
of tbe Board of Directors, shall pre.ide at all meetings o~ the
meJlb~ar. and sb.a.ll perfonl .uch other duties as mAY be presc'ribt!d by
the Board of Director..
The President, and a.I1y Vice-President::
which may be elected by the Board of Directors, shall execut.e all
agreements and contracts on behalf of the Corporation after due
authori2Ation by the Board of Direct?rs.
The Secretary shall have custody af, and maintain, allot the
co~porat. records except the financial records, shall record t.he
minut.. ot. all meetings of the Jnemberl and Board of Directors, send
all notices of all meetinqa, maintain the Corporations' membership
bond and perxorm such oth.~ duti.. as may be Elrescribed by the
Board of Directors or the President.
The Treasurer shall bAve custody of all corporate funds and
financial recorda J shall keep full and accurate accouate of
receipts and disbursements a...cd rendar account. thereof' at the
annual meeting_ of ~Ulbers and whenevar alae required. by the Board
of Directors or the President, and shall perform such other duties
as may be prescribed by the Board of directors or the President.
Bills payable, not.., checks and other negotiable instruments shall
be in the nama of the Corporation and, when approved by the Board
of Directors, shall be signed by the Treasurer or in his absence by
the President.
s.ctio'D 3. '.....CTal of ofti~". An officer or agent elected
or a.ppointed by the Board ot Directors l1J4Y be removed, with or
without c:au.., by the Board whenever in it. judgment the best
interes~. of the Corporation will b. &erved the~eby.
Any vacancy in any office may b4t filled by the Bo.a..rd of
Director. .
BectioB 2. )""ual Reoorta. ~he Corporation shall fila with
the Department of State of the State of Florida, and with all other
governmental authoritie., all reports .as Ihall be required by law.
~!M 11 VI. CORPORAD SIAl.
The Board of Directors may rrovide a corporate seal which
shall be in circulax form with the n~ of the Corporation, the
yaar incorporated, and the words "?LORIDA.,"CQRPORAT! S~. and
"NOT FOR PROE'I'r- e.mlxlssed. thereon.
AJaI~ VII. InaarIPICA~IOII
Each person ( including here and hereina.f~er, the heir B,
executors, administrators, or estate of such person) (a) who is or
was & director, manager, director or officer of the Corporation,
(b) who i. or wa. an agen~ or employee of the Corporation other
than an officer and as to whom the Corporation has a~ee<1 to qra.nt
such indemnity, or (c) who is or was ..rvinq at the request of the
corporation as its repre.entative ~ the position of a director,
m.a.n4ger, director, officer, agent of employee of another
co~~oration, partnership, joint ver.tur., trust or other enterprise
and as to who. the Corporation has agreed to grant such indemnity
shall be indemni~ied by the Corporation a8 of right to the ~ullest
extent permitted or authorized by current or future llqi8lation,
~ciudinq, witho~t limitations, the Internal Revenue Code of 1986,
or any future t~ code, or by current or future judicial or
administrative decision, against any fine, liability, cost or
expense, includinq attorneys' feel, asserted against him or
incurred by him in his capacity as snch director I manA.ger I
director, officer, agent, employee, or representative, or arisLnq
out of his status as such director, office:, agen~, employee or
repre.entative. The foreqoing right of ind~ificatiQQ ahall not
b. axclu8ive of other rights to which those s..xinq an
indemn.if ication may be anti tled.
The Corporation m.a.y m.a.il1tain
insurance, at its expense, to protect itl.l~ and any such peraon
against any such tin., liability, coal; or expense, to protect
itself and any each peraon a9ain.~ any such fine, liability, coat
or ~nl., ~heth.r or not the Corporation voald have the legal
power directly to indemnify him against such liAbility.
~I~. IZ. Al--.."IIIa.-.
The.. Bylaws m&y be altered, amended or :.plaoeci, ane! new
Bylaws adopted, by the Board of Directors.
ADO"! 011 01' BY1A)IB
The foregoing ware adopted a. the Bylava of this Corporation
l.h .tb/ Il.t... I r , 1993.
of
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ARTICLE IV. OPrRA~IO.S
sec-tioQ 1. The Board of nir&C1:.ors is vested with the
aU1:horit.y to take any and all nece.uary action to further the
purpoees of the Corporation, in the exercise of their discretion,
a. described in the Articles of Incorporation for the Corporation,
so long a. their actions are in accordance ~ith and in compliance
with the applicable laws of the State of Florida And of the United
States of American, and the limitations set forth in the Articles
of Incorporation for the Corporation. Thi. i. including but not
limi~ed to the power ~o approve and make grants to individuals or
corporation. in the furtherance of the purpose. of this
Corporatlon; the ability to employ on a fee basis individual. or
corporations for nec..sary 189&1 work, accounting work, appr~isinq
work and any other profeasional services a.8 may be necessary to
further th.e purposes of this Corporation, I.u:ui to h.J.re, if
necessary, full or part-time employees for the conducting of the
basiness of this Corporation.
Se<:tioll 2. 'I'he Director. of this Corporation may deleqate one
or more of their above en~rated functions to the officers ot the
Corporation, in the exercise ot their discretion.
AfttCLI V. BOOKS Am ucoua
S.etiOA 1. Book. aad aeco~.. Thi. Corporation shall keep
correc~ &Ad complete book. and records of account and shall keep
minute. of the proc~g8 of its members, Board. of Directors and
committe.. of director. and a ~ership book containing the names
and addresses of the membere.
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, f! 170(C) (2)
of the Internal Revenue Code of 1986 (or the
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of any future United States Internal--'~ ~l!1!
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'corr.espondlng provision
Re"l/entie Code Law.
IJI WI'l"JIrBS8 1f'BEUOr, the undersigned Incorporator
. /
tb day of
~ . ~!':
e~ecuted these Articles of
: "
. '.:;' i: i
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November, 1993.
IX WI~SS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the state and county aforesaid, this ISf day of
!to,,+ e1fl:bcr, 1993.
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BEFORE ME, a notary public authorized to take acknowledgments ~'l~~
in the state 'and county set forth above, personally appeared SAUL ~,'~:~
CIMBLER, known to me and known by me to be the person who executed, ~:~1
the foregoing Articles of Inco'rporation, and he acknowledged before '; '7~:
me that he executed those Articles of Incorporation. > :.t~
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COUNTY OF DADE
STATE OF FLORIDA )
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CD'rIP'ICA1'B DESIGRAfilIQ If'8B AnDRUS
ARD All, AGEH"f UPOIt WBON PROCBSS MAr n SERVED
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That UNIDAD OF MIAMI BRACS, INC., de.iring to organize under
the lava of the Stat8 of Florida, which vlllbave it. principal
office in Florida, has named Saul Cimbler, located at 420 Lincoln
Road, Suite 205, Miami Beach, FL 33139, .. it. agent to accept
service of proces. within this atate.
. \CJCNOWLBDGMEH'l' I
Having' been named to accept service of process for the above-
stated co~ration, at the place designated in this certificate, I
hereby agree to act in thi. capacity, and I further agree to
comply with the provision. of all statute. relative to the proper
and complete performance of 7111 duties, and I ::~! he ,duties and
obliqations of Section 607.325, Florida St ~sJ../
Date~ this .~ day of >.--
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