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Culture in the City, Inc. D City of Miami Beach Cultural Affairs. Program and Cultural Arts Council Fiscal Year 2007/08 Cultural Affairs G~rPant Agree ent '~~ P This Grant Agreement is entered into this ~ day of , 2007, between the City of Miami Beach, Florida (the City) and the undersigned Grantee (Grantee). Article 1 /Grant Description 1. Grantee: Culture in the City, Inc. Grant Contact: Torben Riise Address: 13500 SW 108th Street Circle South City, State, Zip: Miami, FL 33186 Phone, fax, a-mail : 305-752-9595, n/a, triise cultureinthecity.org 2. Grant amount: $5,000 50% paid upon execution ofthis Agreement. Remaining 50% paid upon completion of Project and submission and approval of Final Report. 3. Project description: See Exhibit 1, attached hereto 4. Itemized budget: See Exhibits 2-A Project Budget and 2-B Grant Budget, attached hereto 5. Contract deadline: November 2, 2007 6. Expenditure deadline: September 30, 2008 7. Project completion date: >` J~h ~$ , ~,0~~ 8. Final Report deadline: Must be po marked or delivered no later than 45 days after Project completion date. ~~ IN WITNESS WHEREOF, the parties ereto have executed this Agreement this day of , 2007. '~ . Matti H. Bower, Mayor Signature Atte Robert Parcher, Ci Clerk GRANTEE: Federal ID #: ~~-^ ~ ~ ~ a ~f~ 2 /r Printed Name of Organization's Authorized Representative APPROVED AS Td FORM & LANGUAGE & F R EXECUTION `~ JZf s7 7 ''~ S~ -~- ~ itv omev 4_ STATE OF FLORIDA, COUNTY OF MIAMI- DADE The fore~geo,,ing instrument was acknowledged before me this~~lt day of IUL~ ~ r N't fo-P I" 2007, by ~u~b: » l~'r'~S~ of ~l ~'~u ~` e in 'yh t ~% ~ , snot-for-profit corporation~H 'She i personally known to me or has '- o~.'u~ rvatsry Public State of plorld~ ? Cossette Cunillera~Muniz Notary Name: "4 ~~ MY Commission DD599251 6TZQT0- Notary Public, State of Flon a My Commission Expires: / ~~ rya/ Q Article II /General Condifions 1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a municipal corporation organized under the laws of the State of Florida (City). The City has delegated the responsibility of administering this Grant to the City's Cultural Affairs Program Manager or his Designee. 2. Project Description: The Grantee may only use the Grant for the purposes that are specifically described in the Project Description, attached hereto as Exhibit No. 1. All expenditures will be subject to the terms of this Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2-B. Line item changes to said Budget shall not exceed ten percent (10°i6) 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 awarcled 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, 2008, must submit their final reports no later than November 15, 2008. 4. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Article I-2 (subject to the restrictions in Article I-2). By making this Grant, the City assumes no obligation to provide ,financial support of any type whatever in excess of the total Grant amount. Cost overruns are the sole responsibility of the Grantee. The Grant funds will be supplied to the Grantee subsequent to the Mayor and City Commission's approval of the award, and execution of this Agreement by the parties hereto. 5. Prooram Monitorins~ and Evaluation: The Cultural Affairs Program Manager or his Designee may monitor and conduct an evaluation of operations and the Project underthis 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 Bondino: 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.. Accouniino and Financial Review: The Grantee must keep accurate and complete books and reconls 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 inMiami-Dade County in a secure place and in an orderly fashion by the Grantee for at least two (2) years after the Expenditure Deadline specified in Article I-5. These books, records, and documents may be examined by the Cultural Affairs Program Manager or his Designee or his Designee at the Grantee's offices during regular business hours and upon reasonable notice. Furthermore, the Cultural Affairs Program Managerorhis Designee may, at the City's expense, audit or have audited, upon reasonable notice, all the financial records of the Grantee, whether or not purported to be related to this Grant. 8. Publicity and Credits: The Grantee must include the City of Miami Beach logo and the following credit line in all publications related to this Grant: City of Miami Beach, Cultural Affairs Program, Cultural Arts Council. Failure to do so may preclude future grant funding from the City in the same manner as if Grantee defaulted under this Agreement, pursuant to Article II-12. 2 of 2 9. Liability and Indemnification: The Grantee shall indemnity and hold harmless the City and its officers, employees, agents and instruments from any and all liability, losses or damages, including attomeys' 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 perfom~ance 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 attomeys' 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 any one person which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the govemment 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, liabilfies, 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 II-12. 11. Comaliance with Laws: The Grantee agrees to abide by and be governed by all applicable Federal, State, County and City laws, including but not limited toMiami-Dade County's Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter 2, Arpcle VII of the Miami Beach City Code, as amended, which is incorporated herein by refen~rxe as if fully set forth herein. 12. DefaultlTermination Provisions: In the event the Grantee shall fail to materially conform with any of the provisions of this Agreement, the Cultural Affairs Program Manager or his Designee may terminate this Agreement and withhold or cancel all or any unpaid installments of the Grant upon giving five (5) calendardays written notice to the Grantee, and the City shall have no further obligation to the Grantee underthis 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~ase 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 underthe 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) 3 of 3 days after the Expenditure Deadline; if such funds have been committed but not expended, the Grantee must request in writing from the Cultural Affairs Program Manager or his Designee an extension of the Expenditure Deadline which, if approved, shall be for a period not to exceed one (1) year. Grant funds which are to be repaid to the City pursuant to this Section are to be repaid 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. Indulgence 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 I-1 of this Agreement, and to the City when addressed as follows: Gary Farmer, 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 Agreement: Captions, as used in this Agreement, are for convenience of reference only and should not be deemed or construed as in any way limiting or extending the language or provisions to which such captions may refer. 16. Contract Reoresents Total Agreement: This contract, including its special conditions and exhibits, represents the whole and total agreement of the parties. No representations, exceptthose contained within this agreement and its attachments, are to be considered in construing its terms. No modifications or amendmerrts may be made to this Agreement unless made in wrifing signed by both parties, and approved by appropriate action by the Mayor and City Commission. Article III /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 tem~,s 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 en~loyment 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 4 of 4 opportunity and services without discrimination on the basis of any disability. 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- 5 of 5 Exhibit 1 /Revised Project Description Organization: Culture in the City, Inc. 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 awarol. Please be as specific as possible; name of event, specific dates, venues, times, artists, etc. Use extra page if necessary. Project description as approved by Grants Panel: Funds are requested to support 2 performances celebrating the inaugural year of SnowBird WinterAerial Arts Festival on Thursday January 17~' and Friday January 18~' at 8pm at the Colony Theater on Miami Beach. Ticket prices are $25 and $15 for students and seniors. The performances will feature innovative aerial dance works by Miami's own Animate Objects Physical Theater, under the direction of Ileigh Reynolds, as well as selected works by visiting teachers/companies. Each performance will be followed by a Q & A session with the perfonrners and choreographers to help educate the community about this unique form of performance art. The 2008 SnowBird Winter Aerial Arts Festival includes 5 days of classes and 2 nights of performances that promote and advance the evolving field of aerial dance. Culture in the City is proud to present these innovative aerial performances to the community of Miami Beach and Miami-Dade County. Aerial dance is a form that is quickly gathering momentum across the country and internationally; lt encompasses many different approaches to getting dancers off the floor and into the air to explore space in a fully three- dimensional way. This hybrid of circus, rock climbing and contemporary dance creates unique and dynamic works that continuously push the limits of physical performance by the use of ropes and harnesses, trapezes, hoops, stilts, bungee cords, or invented apparatus. Project description as revised (if aa~licable) based upon the Citv Commission adnroved 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. Changes The dates of the SnowBird Winter Aerial Arts Festival have changed to January 23-27m, 2008 with the performances on Saturday January 26"', 8pm and Sunday January 27"' 6pm. The performances remain at the Colony Theater on Miami Beach. Clarifications Culture in the City is presenting the evening performances of SnowBird Winter Aerial Arts Festival, while Animate Objects Physical Theater is organizing the 5 days of aerial classes as part of the festival. Funds from the Cultural Presenters Grant will be applied only to the performances of SnowBird Winter Aerial Arts Festival. 6 of 6 Exhibit 2-A: Project Budget /Revised Total Project Budget Name of organization: Culture in the City, Inc. Date(s) of Project: Jan 26~' and 27ti'~ 2008 Attach a copy of the total Project budget or list cash expenses and cash revenues specifically identified with your program, project or events. Round off all numbers to the nearest dollar. EXPENSES Personnel -artistic Personnel -technical Personnel -administration Outside artistic fees/services Outside otherfees/services Marketing/Publicity Space rental Travel Utilities Equipment rental Office supplies Insurance/Security Other Costs: Front of house staff Postaoe Eguioment ourchase CASH IN-KIND 6.700 3.780 10.800... 750 $00 600 5.375 540 1.,075 500 3.860 875 2.300 1.050 550 700 (ftemize below) 700 175 750 REVENUES Admissions Contracted services Tuitions Corporate support Foundation support Individual support Government grants Federal State Local - M-D TDC CASH IN-KIND 5,600 5.070 7.350 6.300 875 Other Contributions Program ad sales Festival clothing Cash on hand (Itemize below) $50 250 1.460 City of Miami Beach Grant Award 5,000 Total cash expenses Total in-kind expenses Total project expenses 37.060 7.045 44.105 CASH S IN-KIND Total cash revenues 37.060 Total in-kind revenues 7045 Total project revenues 44.105 CASH 3 IN-KIND 7 of 7 Exhibit 2-B: Project Budget /Revised Grant Award Budget Name of organization: Culture in the City, Inc. Date(s) of Project: Jan 26a' and 27ti'~ 2008 Grant Award: $5,000 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 Personnel -technical Outside artistic fees Marketing/Publiciiy Printing Postage In County Travel 1.650 Equipment Rental 3.000 Space rental (Performance Related Ony) Insurance (Performance Related Only) 350 Total Other Costs (itemize Below) Description Amount TOTAL (must equal grant award): 5.000 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 a ~f a 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 (Guttural 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. o ~f o ~tAte of ~C ~~ °riDa i certify from the records of this office that CULTURE IN THE CITY. INC. is a corporation organized under the laws of the State of Florida, filed on March 3, 24{}6. The document number of this corporation is N06Q40002486. i further certify that said corporation has paid ail fees due this office through December 31, 20t?6, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. `~ ~2~ .... ~`v1-Cu.; Given under my hand and the Great Seal of the State of Florida at Tal{ahassee, the Capitol, this the Seventh day of March, 2006 s~ ~ ~~~ ~~~~ ~3~ a~r~lth ~P.~TElt'tlttf iii Ll~ '~'~c~~P ARTIGLF,S OF ItiCf~RPOR.4TlOti ~ ~ ~- ` i~ nF C.L{LTLiRE TN THE CIT4', tN~`., ~~ ~?~~;~ -3 P"~ 1,: 22 a Florida lvi~t For Profit Corporation 7,~;.L~~;,,', ~ ,~ ~ ,1~,R "I'hc ttndersi~nard person, actin; as ineorparat~)r c)f a corparatinn oat for pnal2t uncler~t`lie``"' Flurida'.~at fiar Pratit Carporatian rect. as set forth in Chapter El l of the Florida Statute,. adapts td~ae ls~dlrnain~ articles of lnctlrpi)ration far such ci)rparatior.: ARTICLE 1 - \A14F Thr ntatne af~this C'<~r~~rt>tian is C€I.TL"RE Ih ~l~til-~ CtTY. I_'~C. ~RT1C°L1~ II nt_'R~TiCtti The corpt-lratiiln ;ha111~3ce lkrprtclal dttratiotl. AKl'IC'i:F. tII ~C~"1' 1~C)R PRt~I'I`I~ Ct>KPf)RATtt~IV The ro;~,aratiata i~ a not far pr~,fit corporation. fat The epecitic ~tnd prirttarti purposes tar ~laich this cc,rl,aratian is tolr.)ed are. to operate fol• tltt adi anccment al`rducational. cultural attd sor rnhrr ~haritab(c purposes, bi~ the distribution i~f it ittnds tar such pureosrs. and partieulari~ to ~pi~nsor and pratnotc cultural lei:tttres. rxhibits. and p~:rt~~rnlattces ~~ to di~srmitaatc infclrmation re~<~rd cultural actiti~ itie.s in ~iian~i-I)a.~lz Count. Florida to thr sreneral public.. t.h The ~rneral purpc?tieti 6tlr ~tihich t12i ct)rpvratian is formed arr to operate exclu;it•ei~- ft~r such cultttrai. cllaritabfe at2d cdut:ationai ptlrposa ati ~~ ill qualitti~ it a an exempt organiiatior under section ti~lt.c;i3) of the Internal f~i:~enur'C'adc. or ri~rrrnandin~ pratisicln; of anti- suheyuen? f~dcraE tax iaz~~s, inciudin,**. tilr such purpir,r~. the rtaal:in~ af`distributic5n to i~~rLanization~: ~ehich qualsfr as tax-rxrmpt or~tnirations tlttdcr that Cade. ict'l t;is cilrparation hail not, as a tlrtantia? part of it activities. car: t,n propa~_anda ar t}t)'vt~~?5~ attC[Tlpt ttl 1ntlurnCC ~~~,ltilalii)n: liar ~h3ll li pstt-t:C.pZtC Or 1ntCr~C11~ Ib~ ptlb~?i:tIIUt2 Or dis€rihutii)n of and' ~tatemrnts ar athcru isr 1 in ;~tt~~ political camp;ti~_t1 att Thai f't.f an}` candidatz I i)r pu*~lic afire.) . :~1~ i ft'1 F I~' - ~!(7`~~ STOCK Ct.),\SP:'1\1" The iorpi~ratli)n t~ Or£3ni[eil lipai? a nt~rl~ttkC~ f?ea51j 95 dctlntia In ~r~Uan f?i!.i.}~ 1 l>t the FI,)riiia St:;t2ltes. The cc~rparatian steal! hay e a tt2crnhership distinct Erato the !x.)~tid of dircctors_ The authi}rirrd numb: r and qualirtcations ~,!' the mcrnber of the corporation, the n2anncr c, l- their tii.lniltiii)n. ilac' dltfcrent CIaS~C~ aF ttten~brrsl7lp. 1t 3nt. tl'tr pI'apem. ~'tltlR~, a12i1 Other rl~'ltt4 }inu priti-ilzges of lnt:ml?ers, and thzir liability for dues and assessments and the method of collection therectl; shall bz as regulated in the b}Maus. AR"E7Cl.F ~' - PRI\CIP.~I. C)FFICL The principal place ofbusiness and rl2ailin~; address ofthis C~rh<tration shall he 3R0 ~ Little Avenue C'oeonut Cirtt~e, Florida 33133. :~RTIC'LL- ~'I - ItiITI.~I. RL•C;ISTFRF,I) .~GL?~"i- AVl7 AllURFSS I? e_.;i~tercj C)T#icc. The addrzs: of the initial re~istcn(~ c)frice of the Curp,-~ration is .?40 Little ;~vcntle C'(~c~tnut Grorc, I-lorida 3I33. IZcyistered ~gznt. hurs2iant t{) ~~8.t)e~l of the Fli3rida Statutes_ CUL.TUkL IL THE CI11- T!~C. haw named Roder .a. Ritgda as its registered went, tc~ he ai the address of the re~,istcrcd office of thi Corpi~ration. to acci•Ft 4enicz of procetis tttr this ('orpctration and to athen,ise con2ply with all provisit~ns o€'said pct and aff taus pznail2ing thereto, !'1R f_IC'[.F. L'II - GIkLC' I C)RS The Ix~u'zrs of this c{1rF?oration shad he exerciszd. its prupzrt~ contra!lcd. anw its affair:: co...~'atited t~~~ a hi~ard i~f e'ircctors_ The nutl?bee ai' directors of tlic corporatiot2 shall hs' three: I~rot ided. l2ou-ever, that such 1SUnI~r rna. he charn~cd hti a bylaw dolt- ad:)p;ed ptt.-scant tv the hvlau~ of this corporation. 112c dircrtitr, nan2eel ltcrcin as thz ttrst blood of director hall hold office: until the first meeting of rnemk~rs, to ~ held on 1~•tarch 3 . ?t)~(i at 3$U; Little A~~enue C'ocon~lt Gro~~z. Florida at which titue at? election cif directors sh~11 he t2etd. I)irC~li}t~ CiLt'ii~ itt tll: 11Cvt 1311tIt(2f tt?CCEiIi~, antj 2?t 3!1 iln~~> ??1i:rC3ftir, f'till ~Crt t' tOC 1 t~rnl of 2 vet?r~ until the second ann;wl n?eetins of men?bera f~llou in the election ofdir.ctors and anti: the i-}Ualificatii)n of t12e succcsctr in office. :=~nntlal meetitt~?s steal! be held ::t 1''ir~;t Tuesdat~ in Febi'tl:tr~ i7t i'a:'tt }ea; at ihl prlncapal OftiCe Ot the t<>rpi~ratlotl. i~C •~. UC:h t?ttlcr place i?r piae:e5 ~S the bi);Ircl ofs~;rctitc)C`. F?l;i\" riesacttatc sri)tll E`fIle [t~ tt?I?e l?~ rC'Si~lUtlo:?. am ai:tlon rc.gU,red (??' pertl2ltted [(> ne t:l~ei2 b; I;1c bitirl tt; ~ ICe~i~lr~ Un:Ier at7~: pCOI ]~ti)r of litu ma} be taken e~ithttut a r.2ccting. t~` alE the rttetnher:, ~)l tine board >rsli itxli~~iduafh qtr C[?!r~"~itli,lr tEtflSeRt in ~ersttn~ ti? Stich al'Ikttn. 511Ch u'Clttitt Ci~P,Ss:nt Ctr Coilatl?tS Shall be' flltt'! ~etlli the rlli7~ae c)i~tlle pr~?cecdin~., ~ti tl2e board_ and anv such aeti~)n h~, urittet2 c~,rtant shall have the gat?iC ii~Cce linil effect <ES It t~lken 1?; U!?anlntt):l5 1~)te OT the tiErCt:li~t"ti, E~t2~~ ~i'riSlti_Fite Or Otlk'C doeu-?.crit filed under all~~ prof i~itm of law that relates to aetiot. c{, t:i~en shall state that the actiot? u'as tai:etl f?~ UniinllnoLlS t1'r1ltL:il c()n~eni of the bitard t?i d1rC'~ti)C~ ~ti3illi)Ut a n2ee;illlQ'nd that the articles of incorlxtr;ition and bvla~es ui' this corpi7ratiitn autlu~rizc tae dirrcton to so act. Su,h a statement shall be prima facie eti•idence of such attthorit~. The names and residential addressLS of the persons ~4ho are to sen~e as the initial directors arc: \ame :address Rc)~er A. Rc~~=da .;Sf~; Little ,~ti°cnue Coconut Crros-e, h L ~.a 13 Jonathan P. Rose ~R ~fi. l~ la~ler fitreet 'ti<~_ ~tji ~tianzi. I'ioridz 134 Tre<z~uer: Torben FZiisc: 13jt)CJ .S«' iUt3'~ Street C'ircl. Miami, I=lorida i3i~6 =~RT1C'LL ~'tII - t)FFICLk4 Tile ~iard of directt)r; shall elect the 1i)Ilo'`~ ink o#~t. er: presidetzt, trcaurer. and secretar} . t3nd such Other n('licers as the b~ ia~'vs ol~thi; cor~x~ration mati~ authc)nze the directors to elect from time to tune. Initiaih _ such c)fticers shall he elected at the first tznnual meeting, ol`the board oI'directors. tntil such eloetit7n is held, the ii~llotting Perczns shall scrti"e ~4 ci~rporate oftieers: ko~r .1. l3ogd i President J~~Z~zthan P, Kasr 5ecrctar. i a>rhen Rii;e -i'reasurer "I he persons named as initial oi#icer; shall 12o1d ~~17ice fc)r the first .ear c)t e>tistcnce ot't114s t. i)rI`t ~?':3tli.)n t)r tI,1t11 SUCH pCr;t?n~; ;UC~ZtiJOr~ are eIC'c'tecl i~r appVrntcd snd hx 1'~ i'i;alllFeil, 1i"I1PCl1~ l Cr occurs first. ~i~ZIC'LL 1?~ - I`:i- (]t~'i_~tZ:~ l t )i~, ~ llc ninie ~:rlii ~1~Idr~SS c>l the llltt)r~~it?;{ti?r tti' k~~~ryrr_1,13tatdzz :44i_ Littl r~~enu; t'uca)ntrt Caro'`:. F1. ~,I ~_ .~kTIC~i.I-; ~ - R1"L~~t~ ltih]CCl lw.) ti ~ Itllii2<3tit~t;+ Ct~ntalt:ed ifl IhC l?t 1~z~S~ti anl~ atl~ iii'--litatli)th $C't tOCth iri Ihe'~Ot l•OC }'root Cor~c)rati<n~ ,pct of I lc)ri;~ described atro`,~e_ ctmcerntn~ c~?rpczr;~te action thst must auth«rizcd or appeared by the rn.:mhers c)f the c~~rpc~rati~)n, the b~~lrya•s ofthis cc.~rporation ma} he tnaiie. altered, rescinded. ~.tddecl ta. or n~ ~~, ht ia~*vs tna~- he aclanted. either b~ tiz re4,?; tttiotl of the ba;trd v~ iiirect~~rs t)r by fc~EEo~~in~ the proccc:.,r~ ,el li}t-t?z tl':r:f.~'• it tlz;< h~l;:~a~s. AR~I~lCLF Xi - GIL~ZI1-ABLE. PURPOSES The property ofthis corpcsration is irrevocably dedicated to charitabfa, cultural acid educational purposes and nu part ctf the net ineotnc or assets of this corporation shall ever inure to the benefit of am° dirzetor. officer. or metnher thereof. or to the benefit of any- grit atr indi~•idual. .Lk"!~K'l.F k1I UISSt)1 1'TIC3'~ 1 `pion the dissolution or winding up of this eifrpc>ratian. its ass:,ts remaining after parmern, or pro~•ision fear payment, of all debts and liabilities of the ei~rpcaration, shall be ditrihuted to a not i<~r profit fund. foundation. c?r oc}rp+aratio;; ~Ghirh is c~rgatiizcd and <>prrstecl cxct!t~~~e~ t~.~r c.•.::ri ~I~, educational atici eulturai purposes and ~~hieh has established its tai e~entpt status under Section 1('c't(~;t of the Internal i~evcnue Cc~~e or correspcmding provisions of and subsei~aertt federal tas law°s. aRTI~'L~ All[ - .~11Ei~L)\lE:\ f~ rlauendm~nts tea these artielca u~ inc<yri~?ratii~n mist be prc~pr~ced b~ a volution adopted b~ the hotted oCdirectors and prtsinted to a quorettn c~t~rnernhers for tlnir ~°ate. r~ntendtt.cnt ma, },e adopted b~~ a tote od~ tttict-thirds of a qu~?nam c}f n~etnbcr of'the corptr3tion. 1\ t~'I [`:EIS ~T'ilFftL'? ::a: r -'_ _... ~ _ .?,~ t ~~ ;.~;. ~at~~rc~. ;i~ ei5'poration. f~i?r the purpose nt fi~rtnin~ this r,~zt liar pri~fit ch~trit3hle corporation un;i~r the 1.ati1~s of Florida, have cs~cuted these article, of incorporation can Februan~ ?-~. ?{?;{i. ~ff ~ 1 S~I A`I~E t)F FL.QRlT3A } Ct7l~T1` C)F'~iL1~lI-D:'ill1=t t3EI•URE :t~lE, ~t ?~c~tary Puhlic_ personallt~" appeared Rn~e;r A. F3.~u~da, tiiho eseeuted the fore~oic~g Articles of incorporation and icx~k an z}ath and states that the contents c>1~ the tixe~:oing Articles of"Ince>rp~ratic~n are true and correct and that it is tiled fc~}r the }~urpc~ses therein capressed this _. ~ " .~ t~TAR1' Pt'IILIC cnti ec~mmi~iun expires: !VQ'GRY Pt7Bt3GSGCIE t~F 1.1tJRmA [~} personally- lsio~4-n Co Nion # t1I3463139 [] iJerttilieatic~n produced; I'lorida dri~-cr s Ii:,cnsc ~~a , SER 12, ~p49 Tdfn u.a..nc Rnre~scg Ca., enc. ~~.- CFRTIrIC'1'1I"L OF ©ESIC'r\~71C7\ 06 ~~.~ -3 P~' ~= 22 REGIS 1"FRED AC'rF'.~IT~T~t1:CiIS~I~E:ItF,I~ C}FFIC'L h~` ' ... --, .- ~~ ;i~!. Pursuant to the proi-isinn o!`6CJ7.t~~t1l nfthc Florida Statutes, CL'L1~C`RF T\ TIiL t_I fY. I1~C., cir~anired under the la~i~s of ttic State c?f Florida, submit, the fc~Iloti~-in~ statement desienatin~x the registered office and the registtired went c~fthis Corl~oration_ in the Star, of E'~litrida. 1. Tt,e name c?f the cor~~ration is C't_'t.TL:IZL I\ 7 HF t IT4", ItiC. '. The Warne artd address z>f'th; re~istcrcd a ent and afire ofthc t'or~,sratit~n i; Ragcr :~. Fin ~c~a of ~Rt~3 Little A~~entte Coccmtct C-ro~~e. F'larida a ±I Si~~ttaturc: ~ ~.~,, i SL.~~L I R per :~. §}=~cla, P ci enl )ate: FeEl~ari~ ~-~. ?tlt!('t AC'I~\t~t~~ l_kDCil~iF`s:T: II~~ ins= hien named <3s r:~~ister~d a_rent ~~tld to accept see. ice >t process I«r thi C'orparation. at the pia:.:. designated in this C'ertiticate. I hereby accept the ap paitYttstent as rc~:istereci agent and a~~rcc tc> act in such capacity. I furthzr a~_ree to eumpl} «ith the prcr~isions ofall statutes rcl;tting t<? the proper and complete I?erfarntancc oi~m~~ duties. I atn familiar «'ith artd accept t1,e duties. n::ponihilitirs anti ahligatton, c,l~m~ pc~sitian as registered a;~ent of the. cc~rpatatian. ~i,natt3:e: ~ _ ,~F..~I t Ro , . . l~i~tid, gi -r A~~:nt