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Thelma Gibson Health Initiative, Inc.
THELMA GIBSON HEALTH INITIATIVE, INC. Executive Committee GORDON E. KNOWLES Chairman GORDON FALES 1 SI Vice President BARBARA DEMERITTE,:LCSW 2nd Vice President .CAROLINE SORET, ESQ. Secretary JOHN GELETY, ESQ. Treasurer Board Members DAVID,J. ALEXANDER DR T: ANDERSON RHODES'.' :CAROL COPE, ESQ.;: MR$::KATRINKA COX • THELMA V A GIBSON ` CHRIS;MARLIN, ESQ MS; LOUISE OLIVER. DAVE SNYDER, MBA DR. FREDDIE YOUNG Advisory Board JaEPH KING - 'f.•y � f�il;l &BAR'TSetr„I. o. Foundef(Ekeculiue Drteeto "BUILDING HEALTHY MINDS AND BODIES" 3634 Grand Avenue • Coconut Grove, FL 33133 Ph: (305) 446-1543 • Fax: (305) 446-1474 infoa,tghi-cg.org - www.tghi-cg.org Mr. Dennis Johnson City of Miami Department of Community Development 444 S.W. 2nd Avenue — 2nd Floor Miami, Florida 33130 Dear Mr. Johnson: CEP' DEPT. r11rr", - r'."` a PMENt JI CO Tk Gp S Please find enclosed the following items in reference to our separation from the Theodore Roosevelt Gibson Memorial Fund, Inc. 1. Certificate of Corporate Secretary — Resolution 2. Exhibit A - Signed Spin Off agreement 3. Exhibit B - Unsigned Lease agreement Mr. Gibson will sign this upon satisfaction of the conditions preceding the spin off transaction and the release from the CT contract. 4. Schedule 2 - List of Acquired Assets 5. Proof — Florida Dept. of State — Division of Corporations 6. TGHI - By -Laws 7. 501 C 3 Certificate S. Articles of Incorporation 9. Appropriate Liability Insurance If further information is required, please give me a call. Dennis, thank you for your patience and assistance as we go through this process. Sinc 1. erline J. Barton Executive Director VAI I IANC F FAY: 1. I+IH.fAN TheCNkn firms, M IAMI'DADE ackson u I1IJonT.hl.t(nONIU.D1.kium>mus 'Nos.• 111:1111111SIN Peacock Foundation, Inc. CERTIFICATE OF CORPORATE SECRETARY • RESOLUTIONS OF THE BOARD OF DIRECTORS of THEODORE ROOSEVELT GIBSON MEMORIAL FUND, INC. I, Sondra Wallace, being the duly acting Secretary of the Theodore Roosevelt Gibson Memorial Fund, Inc. (the "Company"), a Florida nonprofit corporation, certify that the following resoluti ns were adopted at a meeting of the Board of Directors of the Company on the 0day of , 2012, at which a quorum of the Board of Directors was presence and in attendance, and that action has been taken to rescind or amend the following resolutions, which remain in full force and effect: REAS, effective on or about April 31, 2007, the Company filed an application for registration of a fictitious name with the Secretary of State for the State of Florida under the name "Thelma Gibson Health Initiative" in order to act as a fiscal agent for an organization whose mission was, and remains, to address the unmet physical and mental health needs of Miami -Dade County residents (the "Initiative's Business"); WHEREAS, the Board of Directors deems it to be advisable and in the best interest of the Company to sell, assign, and transfer all of the assets of the Initiative's Business (the "Assets") to Thelma Gibson Health Initiative, Inc., a Florida nonprofit corporation ("Purchaser") pursuant to the terms and conditions of the Spin -Off Agreement in the form attached as Exhibit A hereto (the "Agreement"), current drafts of which have been furnished to the Board of Directors for its review and which have been thoroughly considered and discussed with counsel; and it WHEREAS, in conjunction with the anticipated sale, assignment and transfer of the Assets to the Purchaser, the Board of Directors deems it to be advisable to enter into a lease with the Purchaserfor its premises related to the operation of the Initiative's Business (the "Lease"). NOW THEREFORE, BE IT RESOLVED, that the (i) Agreement by and between the Company, on the one hand, and the Purchaser, on the other hand, and the transaction contemplated thereby, and (ii) the Lease by and between the Company and the Purchaser, and the transactions contemplated thereby, are hereby approved and authorized with such changes and modifications as are approved by Charles A. Gibson, in his capacity as the President of the Company, which approval shall be conclusively evidenced by the execution of the Agreement; and BE 1[T FURTHER RESOLVED, that Charles A. Gibson, in his capacity as the President of the Company hereby is authorized to prepare and execute the Agreement and all agreements and documents to be executed by such officer contemplated thereby, together with any and all amendments to said Agreement, Schedules and Exhibits attached thereto (collectively, the "Transaction Documents") which said officer may deem necessary or appropriate, which Transaction Documents shall be in substantially the form of .the Transaction Documents furnished to the Board of Directors, with any such changes in the Transaction Documents as such officer executing the same may deem necessary or appropriate, his execution thereof being conclusive evidence of such officer's approval of such changes or of such amendments; and BE IT FURTHER RESOLVED, that Charles A. Gibson, in his capacity as the President of the Company hereby is authorized to prepare, and execute that certain Lease Agreement (the "Lease Agreement") between the Company and Purchaser substantially in the form attached as Exhibit B hereto, together with any and all amendments or modifications to said Lease Agreement, which said officer may deem necessary or appropriate; and BE IT FURTHER RESOLVED, that the proper officers of the Company be, and they are hereby, authorized and directed to pay all fees, costs, and expenses that may be incurred by the Company in connection with the sale of the Assets and the other matters authorized by these resolutions; and BE IT FURTHER RESOLVED, that the proper officers of the Company be, and they are hereby, authorized and directed to transfer any and all employee benefit plans or policies of the Company to the Purchaser, including, without limitation, its 401(k) plan and health and dental plans; and BE IT FURTHER RESOLVED, that the proper officers of the Company be, and they hereby are, authorized in the name and on behalf of the Company to execute, acknowledge, verify, deliver, file and publish any and all documents and to take any and all such further actions considered by them to be necessary or proper in connection with the sale of the aforesaid Assets of the Company and the application of the proceeds arising therefrom, or otherwise to carry out and give effect to the intent or purpose of the foregoing resolutions. IN WITNESS WHEREOF, I have executed this Certificate of Corporate Secretary on this %? day of July, 201A Sondra Wallace, Secretary 2 EXHIBIT A Spin -Off Agreement 4 1 SPIN-OFF AGREEMENT THIS SPIN-OFF AGREEMENT (this "Agreement") is entered into as of this _ day of July 2012, by and between Theodore Roosevelt Gibson Memorial Fund, Inc., a Florida nonprofit corporation (the "Company" or the "Seller") and Thelma Gibson Health Initiative, Inc., a Florida nonprofit corporation (the "Buyer"), each a "Party" and collectively the "Parties", upon the following premises: BACKGROUND WHEREAS, effective on or about April 31, 2007, the Company filed an application for registration of a fictitious name with the Secretary of State for the State of Florida under the name "Thelma Gibson Health Initiative" in order to act as a fiscal agent for an organization whose mission was, and remains, to address the unmet physical and mental health needs of Miami -Dade County residents (the "Initiative's Business"); WHEREAS, the Company has determined that it is in its best interest to divest and spin- off all of the operations of the Initiative's Business to the Buyer; WHEREAS, in furtherance thereof, the Parties agree that it is appropriate and desirous to effect the separation and spin-off, and in order to affect same, the Company desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from the Company, the Initiative's Business, on such terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, warranties and covenants set forth herein, the Parties hereto hereby agree as follows: 1. Recitals, The foregoing recitals are true and accurate in all respects, are incorporated into this Agreement, are a part hereof, and are agreed to by the Parties hereto: 2. Purchased Assets. Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby accepts and purchases, all of Seller's right, title and interest in and to the Initiative's Business, including the fictitious name "Thelma Gibson Health Initiative", its operations, assets, accounts receivable, cash on hand, prepaid expenses, employees, employee benefit plans, agreements, contracts, intellectual properties, trademarks, service marks, trade names, fictitious names, telephone numbers, fax numbers, intereet website addresses, and goodwill, and all of the other agreements, contracts, leases, licenses, other arrangements and other tangible and intangible property of the Initiative's Business, to the extent that such agreements, contracts, leases, licenses, arrangements or property relate to the Initiative's Business, including without limitation those assets set forth on Schedule 2 hereof (the "Purchased Assets") existing at the close of business on the date this Agreement (the "Closing Date"). Following the closing of this Agreement (the "Closing"), the Company shall take prompt action to cancel its fictitious name filing with the Secretary of State of the State of 1 Florida, and shall thereafter forever cease from using the name "Thelma Gibson Health Initiative." 3. Assumption of Liabilities. (a) As consideration for the purchase of the Purchased Assets, Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of the Initiative's Business including all accounts payable and accrued liabilities, accrued expenses existing on the Closing Date (the "Assumed Liabilities"). (b) As further consideration for the purchase of the Purchased Assets, Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of the Initiative's Business (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including (a) all liabilities of the Seller for transfer, sales, use, and other non -income taxes arising in connection with the consummation of the transactions contemplated hereby, and (b) all liabilities and obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Purchased Assets, including but not limited to any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of such Assumed Liabilities (collectively the "Assumed Liability Expenses"), and that Buyer will forever indemnify and hold harmless the Company against such Assumed Liabilities and any Assumed Liability Expenses following the Closing. (c) Effective as of the Closing, the Company herebyagrees to assume, and agree to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations relating to the Company, separate from the Assumed Liabilities (the "Non -Assumed Liabilities") (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including but not limited to any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of such Non -Assumed Liabilities (collectively the "Non -Assumed Liability Expenses"), and that the Company will forever indemnify and hold harmless the Buyer against such Non -Assumed Liabilities and any Non - Assumed Liability Expenses following the Closing. 4. Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of John A. Gelety, PA at 800 S. Douglas Road, STE 880, Coral Gables, FL 33134, commencing at 10:00 a.m. local time on the second Business Day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Buyer and Seller may mutually determine (the "Closing Date"). At the Closing, the. Seller shall deliver to the Buyer the documents listed in Section 6 of this Agreement, and the Buyer shall provide the Seller reasonably satisfactory evidence of Buyer's assumption of the Assumed Liabilities; provided however that each Party shall further deliver such other certificates and documents as 2 either Party may reasonably request in connection with the transactions contemplated herein. "Business Day" means a day other than (i) a Saturday, (ii) a Sunday or (iii) a day on which commercial banks in the City of Miami, Florida are authorized or required to be closed for business. 5. Lease. Buyer shall enter into a lease with the Seller to occupy the premises of the Initiative's Business as of the Closing Date. A copy of the lease agreement is attached as Exhibit A hereto (the "Lease Agreement"). The Buyer and Seller will pro -rate any personal property taxes, assessments, expenses with respect to the Assets and the expenses as of the Closing Date of the Closing, regardless of whether such taxes, assessments or expenses are due and payable prior or subsequent to the Closing Date. This obligation will survive the Closing. 6. Documents to be Delivered at Closing. (a) At the Closing, Seller shall deliver to Buyer: (i) a bill of sale, dated as of the Closing Date, covering all of the personal and tangible property to be transferred hereunder, transferring all right, title and interest in such personal and tangible property to Buyer; (ii) an executed assignment, dated as of the Closing Date (the "Assignment and Assumption Agreement") of any and all interests owned by Seller in any contract or lease rights, agreements, service provider contracts, permits, licenses or other rights relating to the Initiative's Business; and (iii) the Lease Agreement, duly executed by the Seller. Simultaneously with the delivery of such documents provided for above, Seller will take all such steps as may be requisite to put Buyer in actual possession, operation and control of the Initiative's Business to be transferred hereunder. (b) At the Closing, Buyer shall deliver, or cause to be delivered to the Seller: (i) the Assignment and Assumption Agreement, duly executed by Buyer; (ii) the Lease Agreement, duly executed by Buyer; (iii) evidence that the Youth Prevention Contract (as defined herein) has been amended to provide that the Buyer is the "Provider" thereunder, or that such contract has otherwise been assigned to the Buyer; and (iv) a resignation letter from Merline Barton, executive director of the Seller, dated as of the Closing Date. 3 7 Further Assurances. Seller hereby covenants that it will, whenever and as reasonably requested by Buyer and do, execute, acknowledge and deliver any and all such other and further acts, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as Buyer may reasonably require in order to complete, insure and perfect the transfer, conveyance and assignment to Buyer of all the right, title and interest of Seller in and to the Purchased Assets hereby sold, conveyed or assigned, or intended so to be. 8. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows: (a) The Seller has the requisite power andauthority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and such action has been duly authorized by all necessary action by Seller's board of directors. This Agreement constitutes the legally valid and binding obligation of the Seller, enforceable in accordance with its terms and conditions. (b) The Seller has good and marketable title to all of the Assets, and will deliver same to Buyer at the Closing, free of all liens, claims, demands, obligations, liabilities and encumbrances of any kind. (c) The execution of this Agreement and the consummation of the transaction contemplated herein do not conflict with, and will not cause a breach or default under, any agreement, mortgage, bond, or other instrument to which the Seller, or any other party to this Agreement individually is a party or is bound. (d) The financial statements of the Seller dated February 28, 2012 delivered to Buyer are accurate in all material respects and fairly reflect the financial condition of the Seller as of the dates thereof and the results of operations of the Seller for the periods covered thereby. (e) The Seller has duly filed all tax reports and returns required to be filed and has duly paid all taxes and other charges due or claimed to be due to federal, state or local taxing authorities (including, without limitation, those due in respect of its properties, income, franchises, sales, and payroll); there are no tax liens upon any of the properties or assets, real, personal, or mixed, tangible or intangible, of the Seller (other than liens for current taxes not yet due); and there are no pending questions relating to, or claims asserted for, taxes or assessments against the Seller nor is there any basis for any such question or claim. 9. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller as follows: (a) The Buyer has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and such action has been duly authorized by all necessary action by Buyer's board of directors. This Agreement 4 constitutes the legally valid and binding obligation of the Seller, enforceable in accordance with its terms and conditions. (b) The execution of this Agreement and the consummation of the transactions contemplated herein do not conflict with, and will not cause a breach or default under, any agreement, mortgage, bond, or other instrument to which the Buyer is bound. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in to consummate the transaction. 10. Condition to Closing. The obligation of the Parties hereunder to close the transactions contemplated hereby is subject to the receipt of evidence reasonably satisfactory to the Seller that the Youth Violence Prevention contract between the Seller and The Children's Trust dated as of July 2012 (the "Youth Prevention Contract") has been (i) amended to provide that as of the date of the amendment, the "Provider", as such term is defined in the Youth Prevention Contract, is the Buyer, or (ii) otherwise assigned to the Buyer. 11. Liabilities; and Indemnification. (a) Except as expressly set forth herein, Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of the Company whether absolute or contingent, accrued or unaccrued, asserted or unasserted or otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Company (i) incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (including any and all sales, use, income or other taxes arising out of the transactions contemplated hereby); or (ii) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the operation of the Initiative's Business by the Seller on or prior to the Closing Date. (b) The Seller shall indemnify and hold harmless the Buyer from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties and reasonable attorney's fees at trial or appellate level, asserted against, resulting to, imposed upon, or incurred by the Buyer (i) resulting from a breach by Seller of any agreement, representation or warranty given to Buyer in or made pursuant to this Agreement; (ii) resulting from any claims against or liabilities of the Seller arising out of the Initiative's Business accrued prior to the Closing; or (iii) arising out of or relating to the Non -Assumed Liabilities. (c) Buyer shall indemnify, defend and hold harmless the Seller against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties and reasonable attorney's fees at trial or appellate level, asserted against, resulting from, imposed upon, or incurred by the Seller (i) resulting from a breach by Buyer of any agreement, representation or warranty given to Seller in or made pursuant to this Agreement; (ii) resulting from any claims against or liabilities of the Buyer arising out of the Initiative's Business accrued after the Closing; or (iii) arising out of or relating to the Assumed Liabilities. 5 (d) In case of any claim for indemnification pursuant to this Section 10, the party claiming indemnification (hereinafter referred to as the "Indemnitee") shall promptly notify the party from whom indemnification is claimed (hereinafter referred to as the "Indemnitor") of the claim and, when known, the facts constituting the basis for such claim and the amount or an estimate of the amount of the potential liability involved. (e) Indemnitor shall undertake the defense of such claim at Indemnitor's expense by representatives of Indemnitor's own choosing reasonably satisfactory to Indemnitee. Indemnitee shall have the right to participate in any such defense at Indemnitee's expense with advisory counsel of Indemnitee's own choosing. In the event that Indemnitor fails to defend within a reasonable time after notice of any such claim, Indemnitee shall have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account of Indemnitor, at the expense and risk of Indemnitor. (f) Indemnitor shall not, without Indemnitee's written consent, enter into any settlement or compromise of any such claim or consent to entry of any. judgment which does not include, as a term thereof, an unconditional release of Indemnitee from all liability in respect of such claim to be given by the claimant or plaintiff. 12. Confidential Information. The Company shall use its commercially reasonable efforts to insure that all confidential information which the Company or any of its respective officers, directors, employees, counsel, agents, or accountants (each a "Company Party") may now possess or may hereafter create or obtain relating to the financial condition, results of operations, businesses, properties, assets, liabilities, or future prospects of the Initiative's Business or Buyer and/or, any affiliate thereof, or of any such affiliate shall not be published, disclosed, or made accessible by any of them to any other person or entity at any time or used by any of them; provided, however, that the restrictions of this sentence shall not apply (i) as may be required by law, (ii) as may be necessary or appropriate in connection with the enforcement of this Agreement, or (iii) to the extent the information shall have otherwise become publicly available, through no improper action of any Company Party. The Buyer shall use its commercially reasonable efforts to 13. Mutual Release. As further consideration for the agreements and understandings herein, as of the Closing Date, each of the Company and the Buyer, and their respective officers, directors, employees, contractors, subcontractors, agents, attorneys, affiliates, subsidiaries, successors and assigns (collectively, the "Release Parties") hereby irrevocably releases each of the other Release Parties from any liability, claim, right or cause of action which now exists, or hereafter arises, whether known or unknown, arising from or in any way related to facts in existence as of the date hereof. 14. Miscellaneous. (a) Since a breach of the provisions of this Agreement could not adequately be compensated by monetary damages, any Party shall be entitled, in addition to any other right 6 or remedy available to him, her or it, to an injunction restraining such breach or a threatened breach and to specific performance of any such provision of this Agreement, and in either case no bond or other security shall be required in connection therewith, and the Parties hereby consent to the issuance of such an injunction and to the ordering of specific performance. (b) The covenants, agreements, representations, and warranties contained in or made pursuant to this Agreement shall survive any delivery of the consideration described herein. (c) This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified only by a written instrument duly executed by each Party. (d) The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto, and their respective successors and assigns (if not a natural person) and his assigns, heirs, and personal representatives (if a natural person). (e) If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. (f) The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. (g) All representations, warranties and agreements in this Agreement shall survive the Closing Date until the expiration of the applicable statute of limitations. This Agreement shall be binding upon the Parties, their respective successors, representatives, heirs and .estate, as applicable. (h) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart. Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the State of Florida, without regard to the conflicts of law principles thereof. (i) This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes in its entirety any other agreement relating to or granting any rights with respect to the subject matter hereof. 7 (j) Each Party acknowledges that its legal counsel participated in the preparation of this Agreement and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting Party shall not be applied in the interpretation of this Agreement to favor any Party against the other. In this Agreement, the word "include", "includes", "including" and "such as" are to be construed as if they were immediately followed by the words, without limitation. (k) In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word "person" includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative. [signature page follows] 8 IN WITNESS WHEREOF, the Parties have duly executed this Spin -Off Agreement as of the date first above written. BUYER: THELMA GIBSON HEALTH INITIATIVE, INC. By: ,E11!-i/✓.Q.— %tf112 a /U Ti i e:2-?'vJ4._ ,liff¢.v2-‘r,- SELLER: THEODORE ROOSEVELT GIBSON MEMORIAL FUND, INC. 9 EXHIBIT B Lease Agreement 5 LEASE AGREEMENT THIS LEASE AGREEMENT, made and entered into this _ day of July, 2012 by and between Theodor Roosevelt Gibson Memorial Fund, Inc., a Florida not for profit corporation, whose address is 3634 Grand Avenue, Coconut Grove, FL 33133, herein after referred to as "LANDLORD" and Thelma Gibson Health Initiative, Inc., a Florida not for profit corporation, herein after referred to as "TENANT". WITNESSETH: 1. Demise and Description of the Leased Property. LANDLORD, in consideration of the terms, conditions and covenants set forth hereinafter, does hereby lease, demise and let to Tenant, the certain premises located at 3634 Grand Avenue, Coconut Grove, FL 33133, hereinafter referred to as "Premises". The parties agree that the Premises consist of approximately Eighteen Hundred (1800) square feet of total space. 2. Term. 2.1 This lease shall commence on August 1, 2012 and shall expire on September 1, 2012, and shall thereafter continue on a month to month basis, unless sooner terminated as provided in this Lease or under Florida Law. In addition to the lease of the Unit, Tenant will have the right of Parking in the Parking Area located directly behind the Premises. 3. Rent. The tenant shall pay ONE THOUSAND ($1,000) per month as rent. Tenant shall also pay eighty (80%) percent of the expenses listed on Schedule 3 of this Lease Agreement. Whenever possible, Tenant shall arrange to have the utilities (telephone, Internet, etc) placed in Tenant's name, and shall pay all deposits required concerning said utilities. Landlord agrees that Tenant currently occupies the Premises, and shall provide Tenant "EARLY OCCUPANCY" at no additional cost. 4. Assignment. Without the written consent of Landlord first obtained in each case, Tenant shall not assign, transfer, mortgage, pledge or otherwise encumber or dispose of this lease or the term thereof, sublet or, underlet the demised premises or any part thereof or permit the premises to be occupied by another person, however any assignment or subletting shall not relieve Tenant from any obligation hereunder. 5. Tenant's Acceptance of Premises. Tenant acknowledges that taking possession by Tenant shall be conclusive evidence that the premises and building of which the premises are a part of, and are in satisfactory condition and acceptance to Tenant. Tenant acknowledges that Tenant has inspected the premises, that they are in good order, that Tenant accepts same and the condition they are in at the beginning of this Lease, and agrees to maintain said premises in the same condition, order and repair, except for normal wear and tear. 6. Use. The Premises shall be used by Tenant as an office only and for no other purpose, and further, Tenant agrees to use entire leased Premises as herein provided. 1 7 . Alterations. Tenant will make no alterations, additions or improvements in or to the premises without the prior written consent to Landlord; and all additions, fixtures, or improvements, except only non - fixed office furniture and fixtures, shall be and remain a part of the premises at the expiration of lease. 8. Exterior. Landlord agrees to keep all of the exterior parts of said premises in good repair at all times, If any part of the exterior or interior is injured or damaged by any breaking and/or entering said premises, or by any attempt to break and/or enter said premises, by any third person or persons, Landlord agrees to promptly cause all necessary repairs to be made at Landlord's expense so as to promptly restore said premises to its condition immediately prior to said breaking and entering or said attempt to break and/or enter. The Landlord is responsible to keep and maintain electrical service lines and water, and sewer lines to the leased premises unless damage to the foregoing is caused by Tenant, its agents, employees or invitees. Tenant agrees to immediately upon demand correct any damage to water apparatus, septic tanks, drain fields, electrical lights or any fixates, appliances or appurtenances of said premises caused by the willful act or gross neglect of the Tenant or any person or persons in the employment of or under control of the Tenant. 9. Interior. Tenant agrees to keep the interior of said premises all flooring & baseboards, windows & window treatments, screens, doors, interior walls, and other fixtures, in good and substantial repair, except for the structural portions of the building in which the Premises are located, which shall be maintained by Landlord so long as damage to the structural portions, heating, plumbing fixtures and air-conditioning system was not due to or cause by the Tenant's negligence. 10. Insurance. Tenant shall promptly execute and comply withall statutes ordinances, rules, orders, regulations and requirements of the federal, state and city government, and of any and their departments and bureaus, applicable to said premises for the correction, prevention, and abatement of nuisances or other grievances in, upon, or connected with said Premises during said terms. Tenant agrees to pay any increase in the amount of insurance premiums over and above the rate now in force that may be caused by Tenant's rise of the premises. Tenant shall provide and keep in effect during the term of this Lease, five hundred thousand ($500,000) dollars liability insurance naming Landlord as additional insured. Satisfactory proof of such coverage shall be sent to Landlord prior to Tenant's occupancy of the demised premises. 11. Abandonment. If Tenant shall abandon or vacate said Premises before the end of the term of this lease, Landlord may enter said premises as the agent of Tenant, by force or otherwise, without being liable in any way therefore, and re -lease the premises. 12. Attorney's Fees & Expenses. If Tenant shall default in the performance of any provisions of this lease on Tenant's part to be performed, or if Landlord is required to take any action to enforce this lease, then Landlord shall be entitled to recover all costs and expenses and reasonable attorney's fees incurred by Landlord whether suit be brought or not and court costs if suit be brought. 13. Fire or Other Casualty. In the even the premises be destroyed or damaged or injured by fire or other casualty, during the life of this agreement, whereby the same shall be rendered non -tenantable, then Landlord shall have the right to render said Premises tenantable by repairs within sixty days there from. If said Premises are not rendered tenantable within said time, it shall be optional with either party hereto to cancel this lease, and in the even of such cancellation the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. During 2 any time that the premises are non -tenantable due to causes set forth in this paragraph, the rent or a just and fair proportion thereof shall be abated. 14. Personal Property. All personal property placed or moved in the premises above described shall be at the risk of Tenant or the owner thereof, and Landlord shall not be liable to Tenant for any damages to said property unless caused by or due to gross negligence of Landlord, Landlord's agent or employees. 15. Signs Awnings. No awnings, sign or signs shall be attached to or erected on the exterior of the premises without the written consent of Landlord having first been obtained, which consent shall not be unreasonably withheld. 16. Landlord Right Of Entry And Access To Premises. Landlord and Tenant acknowledge that the provisions contained in Section 83.53, Florida Statutes, which pertain to a landlord's right to enter the premises of a residential unit, shall also be applicable to this nonresidential tenancy and Landlord's access to the premises shall be governed by the provisions of Section 83.53, Florida Statutes. Landlord and Tenant acknowledge that hurricanes or severe weather warning shall constitute an emergency under such Section. 17. Time. It is understood and agreed between the parties hereto that the time is of the essence for all the terms and provisions of this lease. 18. Notices, Any notice required by Chapter 83, Florida Statutes, from Tenant to Landlord shall be in writing and shall be delivered to Landlord at 3634 Grand Avenue, Coconut Grove, FL 33133, or any other address subsequently given to Tenant in writing by Landlord. Any notice required by Chapter 83, Florida Statutes, from Landlord to Tenant shall be in writing and shall be delivered to Tenant at the premises or posted on the entrance door of the premises 19. Default. If Tenant fails to keep any of Tenant's agreement or obligations contained in this Lease or obligations imposed on Tenant by Florida Law, Landlord shall be governed by the provision of Chapter 83, Florida Statutes. 20. Written Agreement. This lease contains the entire agreement between the parties hereto and all previous negotiations leading thereto, and it may be modified only by agreement in writing signed and sealed by Landlord and Tenant. No surrender of the demised premises, or of the remainder of the term of this lease, shall be valid unless accepted by Landlord in writing. 21. Indemnification. In consideration of said premises being leased to Tenant for the above rental, Tenant agrees: That Tenant at all times, will indemnify and keep harmless from Landlord all losses, damage, liabilities and expenses, which may arise or be claimed against Landlord and be in favor of any person, firm or corporation, for any injuries or damage to the person or property of any person, firm or corporation consequent upon or arising from the use or occupancy of said premises by Tenant, or consequent upon or arising from any acts, omissions, gross neglect or fault of Tenant (his agent, servants, employees, licenses, customers or invitee), or consequent upon or arising from Tenant's failure to comply with the aforesaid laws, statutes, ordinances or regulations; that Landlord shall not be liable to Tenants for any damages losses or injuries to the person or property of Tenant which may be 3 caused by the acts, neglect omissions or faults of any person, firm or corporation, and Tenant will indemnify and keep harmless Landlord and be in favor of any person, firm or corporation, for any injuries or damages to the person or property of any person, firm or corporation, where said injuries or damages arose about on upon said premises. Except as may be otherwise provided and/or limited in this Lease (including any exhibits and riders and attachments thereto), Landlord shall, and does hereby indemnify, defend and hold harmless Tenant, its partners, members, principals, and agents from and against all claims, causes of action, liabilities, judgments, damages, losses, costs and expenses, including reasonable attorneys' fees and costs through all appeals, incurred or suffered by Tenant, its partners, members, principals and agents, and arising from or in any way connected with and solely to the extent of any gross negligence or intentional misconduct of Landlord or any of Landlord's Agents or employees. 22. Waiver. No waiver of any condition or covenant of this lease by Landlord shall be deemed to imply or constitute a further waiver by Landlord of the same or any other condition or covenant of this lease. The rights and remedies created by this lease are cumulative and the use of one remedy shall not promptly exercise any of its rights under the terms of this lease shall not operate or be deemed to waive or forfeit any of the said rights. 23. Peaceful Possession. Subject to the terms, conditions, and covenants of this lease, Landlord agrees that Tenant shall and may peaceably have, hold, and enjoy the premises above described, without hindrance or molestation by Landlord. 24. Right To Mortgage. Tenant's rights shall be subject to any bona fide mortgage which now covers said premises or which may hereafter be placed on said premises by Landlord, Tenant agrees to promptly and upon written demand to execute and appropriate subordination agreement if the Landlord should hereafter undertake to secure a new mortgage encumbering the demised premises. 25. Heirs And Assigns. This lease and all provisions, covenants and condition thereof shall be binding upon and insure to the benefit of the heirs, legal representative, successors and assigns of the parties hereto, except that no person, firm, corporation, or court officer holding under or through Tenant in violation of any of the terms, provisions or condition of this lease, shall have any interest or equity in or to this lease, the terms of this lease or the premises covered by this lease. 26. Beyond Landlord's Control. None of the acts, promises, covenants, agreements, or obligations agreements, or obligations on the part of the Tenant to kept, performed or not performed as the case may be, nor the obligation of the Tenant to pay rent and/or additional rent or other charge or payment shall be in anyway waived, impaired, excused or affected by reason of the Landlord being unable at any time or times during the terms of this lease to supply, or being prevented from, or delayed in supply heat, light, elevator service, or any other service expressly or implied on the part of the Landlord to be supplied, or by reason of the Landlord being unable to make any alterations, repairs or decoration or to supply any equipment or fixtures, or any other promise, covenant, agreement or obligation on the part of the Landlord to be performed if the Landlord's inability or delay shall arise by reason of the law, rule or regulation of any federal, state, municipal, or other governmental department, agency or subdivision thereof, or by reason of conditions of supply and demand due to National Emergency or other 4 conditions or causes beyond the Landlord's control. Should the premises be without the necessities to operate for more than 72 hours, the rent shall be prorated. 27. Eminent Domain. In the event any portion of said leased premises is taken by any condemnation or eminent domain proceedings, the (minimum) monthly rental herein specified to be paid shall be ratably reduced according to the area of the leased premises which is taken, and Tenant shall be entitled to no other consideration by reason of such taking, and any damages suffered by Tenant on account of the taking of any portion of said leased premises and any damages to structures erected on said premises, respectively, that shall be awarded to Tenant in said proceedings shall be paid to and received by Landlord, and Tenant shall have no right therein or thereto or to any part thereof, and Tenant does hereby relinquish and assign to Landlord all of Tenant's rights and equities in and to any such damages. Any rental based upon percentage of gross sales specified in this lease to be paid shall in no way be reduced or affected by the taking of any portion of the premises by condemnation or eminent domain proceedings. Should all of the leased premises be taken by eminent domain, then and in that event Tenant shall be entitled to no damages or any consideration by reason of such taking, except the cancellation and termination of this lease as of the date of such taking. 28. Surrender Premises. Tenant agrees to surrender to Landlord, at the end of the term of this lease and/orupon any cancellation of this lease, said leased premises in as good condition as said premises were at the beginning of the term of this lease, ordinary wear and tear and damages by fire and windstorm or other acts of God, excepted. 29. Liens. Tenant further agrees that Tenant will pay all liens of contractors, subcontractors, mechanics, laborers, materials, and other items of like character, and will indemnify Landlord against all legal costs and charges, bond premium for release of liens, including counsel fees reasonably incurred in and about the defense of any suit in discharging the said premises or any part thereof from any liens, judgments, or encumbrances caused or suffered by Tenant. It is understood and agreed between the parties hereto that the costs and charges above referred to, shall be considered as rent due and shall be included in any lien for rent. The Tenant herein shall not have any authority to create any liens for labor or material on the Landlord's interest in the above described property and all person contracting with the Tenant for the destruction or removal of any building or for the erection, installation, alteration, or repair of any building or other improvements on the above described premises and all material men, contractors; mechanics, and laborers; are hereby charged with notice that they must look to the Tenant and to the Tenant's interests only if the above described property is to secure the payment of any bill for the work done or material furnished during the rental period created by this lease. 30. End Of Term & Abandoned Property. At the end of the term of this lease, or such other time as the tenant may vacate the premises demised herein, the Tenant's shall remove all of Tenant's property. All property, installations and additions required to be removed by the Tenant upon the Tenant's vacating the premises, be considered abandoned by the Tenant for leaving them on the premises. At the option of the Landlord such abandoned property may be removed by Landlord at Tenant's expense or may be,retained by the Landlord. 5 31. Expiration Or Termination. Upon expiration or any other termination of this lease, Tenant shall immediately vacate the premises and surrender to Landlord the premises in good working order and condition. Upon expiration or termination of this Lease, Tenant shall immediately yield to Landlord possession of the premises and immediately return to Landlord all keys to the premises. All property, installations, additions and improvements required to be removed by Tenant which remain at the premises after Tenant vacates the premises, shall be considered abandoned by Tenant and, at the option of Landlord, may either be retained as Landlord's property or may be removed and disposed of by Landlord at Tenant's expense. Each party shall give the other written notice at least two (2) months prior to the date of termination of the month to month tenancy created hereby. 32. Waiver Of Trial By Jury. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall, and they do hereby, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matters arising out of, or in any way connected with this lease, the relationship of Landlord and Tenant's use of, or occupancy of, the premises. 33. Waiver Of Subrogation. Landlord and Tenant each waive any claim against the other for property damage to the extent that such claim is covered by valid and collectible fire and extended coverage insurance carrier for the benefit of the party entitled to make sure claim and provided that the insurer pays such claim; on condition further that this waiver shall not apply if the policy of such insurance would be invalidated by the operation of such waiver. 34. Severability. If any term, provision, covenant or condition of this lease, or the application thereof to any person or circumstances shall, to any extent, be valid or unenforceable, the remainder of this lease, or the application of such term, provision, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, provision, covenant and condition shall be valid and be enforceable to the fullest extent permitted by law. This lease shall be construed in accordance with the laws of the State of Florida. [signature page follows] 6 IN WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this lease on the day and year first above written. TENANT: THELMA GIBSON HEALTH INITIATIVE, INC. By: Name: Title: LANDLORD: THEODORE ROOSEVELT GIBSON MEMORIAL FUND, INC. By. Name: Title: 7 Schedule 3 Property Expenses Average Monthly Expenses FPL (range 350-500) - 450.00 Excel Alarm - 125.00 Protection One 115.77 Waste Management (Garbage Collection) - 244.30 Office Cleaning - 250.00 Property Maintenance - 150.00 Average Quarterly Expenses Excel Alarm Monitor - 122.77 Miami Dade Water - 42.91 Annual Expenses Alarm permit Renewal Miami Fire Equipment - 52.60 - 65.00 Schedule 2 List of Acquired Assets 11 THELMA GIBSON HEALTH INITIATIVE — Purchased Assets Office Room's Inventory: 2- Desk Lamps 3-2 Hole punchers 1-T.V. (Sanyo) 2-3 Hole punchers 1-T.V. Antenna 12- Mini file paper holders 16-Desk 1-Standing Fan 5-Mouse pads 13-File Cabinets 1-Pamplet Holder of 16 1-3 Piece Rattan room set w/ 2 coffee Tables 2-Mini 2 Drawer File Cabinet 2- Wall Calendars 2-Wall Clocks 3- Sleep Mates 40- Chairs 3-Plants 7-Bookshelves 11-Staplers 13-Norstar/Sprint Office Phones 6-Desk Rolodex • 7-Clipboards 9-Tape Dispensers 2 — Iron Display Stands 15-Trash Pans Kitchen: 1-Frigidaire Refrigerator 23-Plates 1-DAEWOO Microwave 2-Bowls 1-Dining Table w/ Chairs 1-Set of Fiber ware 5-Vases 2-Sets of 4 placemats 2-Pitchers 1-Toastmaster coffee maker 11-Coffee mugs 1-Set of 10 forks, spoons, knives 9-Glasses 1-Toasteroven Printers/Computers 1-Canon Color Image Runner 2200 Series 1-Fax Machine 1-Konica Copier/Printer 1-Fellowes P-7C Shredder 1-HP Laser Jet 4200 series 1-Dell Hard Drive 11-Computers 1-Brother TN 210 Color 5: /TGHI_Materials/TGHI Furniture List. docx ati' •Y-i� al f-s•" Awx •'r-v,kvxw, • •'fy• SAgy;etv5a•Y3Vi V•-r-s••'.r-l•rat•i19ye: 241,11rs• VD=9•W1Ve. ti; 3tOG •• g. • Department of Otate I certify the attached is a true and correct copy of the Articles of Amendment, filed on March 23, 2012, to Articles of Incorporation for THELMA GIBSON HEALTH INITIATIVE, INC., a Florida corporation, as shown by the records of this office. The document number of this corporation is N11000007120. CR2E022 (1-11) Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Twenty-seventh day of March, 2012 �uC g0 C �'C • •Jr-a\�Ur. •wfa atkvX"Vry ,i + `+jr"t�1�7�;' iVF"VrG.� • -"C�J L" zC�7r'UrG" Vr�3l•7 C •V�-„VF • � nn�nnnn�:�no"�n�nnn�nnnnnnn; rn prfz' .r Arcrsfttrgr of c$f th BY-LAWS OF THE THELMA GIBSON HEALTH INITIATIVE, INC. ARTICLE I. MEETINGS OF MEMBERS Section 1. Annual Meeting. The annual meeting of the members of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting shall be held within four months after the close of the corporation's fiscal year. The annual meeting of members for any year shall be held no later than thirteen months after the last preceding annual meeting shall include the election of Directors of the corporation. Section 2. Special Meetings. Special meetings of the members shall be held when directed by the Chairman of the Board of Directors or when requested in writing by a majority of Directors. A meeting requested by Directors shall be after the request is made, unless the Directors requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary unless the Chairman, Board of Directors, or Directors requesting the meeting shall designate another person to do so. Section 3. Place. Meetings of members may be held within or without the State of Florida. Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than sixty days before the meeting, either personally or by first class mail, by or at the direction of the Chairman, the Secretary, or the Officer or persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the books of the corporation, which postage thereon prepaid. Section 5. Notice of Adjourned Meetings. Whena meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If , however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each member of record on the new record date entitled to vote at such meeting. Page 2 Section 6. CIosing of Transfer Books and Fixing Record Date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof', or in order to make a determination of members for any other purpose, the Board of Directors may provide that the member books shall be closed for a stated period but not to exceed, in any case, sixty days. If the member books shall be closed for the purpose of determining members entitled to notice of or to vote at a meeting of members, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the member books, the Board of Directors may fix in advance a date as the record date for any determination of members, such date in any case to be not more than sixty days and, in case of.a meeting of members, not less than ten days prior to the date on which the particular action requiring such determination of members is to be taken. If the member books are not closed and no record date is fixed for the determination of members entitled to notice or to vote at a meeting of members, the date on which notice of the meeting is mailed shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. Section 7. Voting Record. The Officers or agent having charge of the member books of the corporation shall make, at least ten days before each meeting of members, a complete list of the members entitled to vote at such meeting or any adjournment thereof, with the address of the members. The list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation, at the principal place of business of the corporation or at the office of the agent or registrar of the corporation and any member shall be entitled to inspect the list at any time and place of the meeting and shall be subject to the inspection of any member at any time during the meeting. Section 8. Member Quorum and Voting. A majority of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the majority of the members present at the meeting and entitled to vote on the subject matter shall be the act of the members unless otherwise provided by law. Page 3 After a quorum has been established at a member's meeting, the subsequent withdrawal of members, so as to reduce the number of members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. Section 9. Voting. Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members. A member may vote either in person or by proxy executed in writing by the member or his duly authorized attorney -in -fact. Section 10. Proxies. Every member entitled to vote at a meeting of members prior to express consent or dissent without a meeting or a member's duly authorized attorney -in -fact may authorize another person or persons to act for him by proxy. Every proxy must be signed by the member of his attorney -in -fact. No proxy shall be valid after the expiration of six months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the expiration of six months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise by law and shall automatically terminate with the death or incompetence of the member. Section 11. Action by Members Without a Meeting. Any action required by law, these By -Laws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of members of the corporation, or any action which may be taken without a meeting, without prior notice and without vote, if a consent in writing, setting forth the action so taken, shall be signed by a majority of members of the corporation. Within ten days after obtaining such authorization by written consent, notice shall be given to those members who have not consented in writing. The notice shall fairly summarize he material features of the authorized section. ARTICLE II. DIRECTORS Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of, the Board of Directors. Section 2. Qualification. Directors need not be residents of this state, they must be, however, Founding Members of the corporation unless specifically exempted by a resolution of the membership. Page 4 Section 3. Compensation. The Board of Directors shall have authority to fix the compensation of Directors. Section 4. Duties to Directors. A Director shall perform his duties as Director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, A director shall be entitle to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (a) One or more Officers or employees of the corporation whom the Director reasonably believes to be reliable and competent in the matters presented, (b) Counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within such person's professional or expert competence, or (c) A committee of the Board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By -Laws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a Director of the corporation. Section 6. Number. This corporation shall have not less than three (3) Directors and not more than thirty (30) Directors. The number of Directors may be increased or decreased from time to time by the amendment to these By -Laws, but no decrease shall have the effect of shortening the terms of any incumbent Director. Section 7. Election and Term. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of members, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. Page 5 At the first annual meeting of members and at each annual meeting thereafter the members shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death. Section 8. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the 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 until the next election of Directors by the members. Section 9. Removal of Directors. At a meeting of members called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by a vote of seventy-five percent (-75%) of the members there entitled to vote at an election of Directors. Section 10. Quorum and Voting. A majority of the number of Directors fixed by these By -Laws shall constitute a quorum for the transaction business. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 11. Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of the Directors are Directors or Officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or other transaction or because his or their votes are counted for such purpose, if: (a) (b) (c) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors: or The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent: or The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the Board, a committee or the members. Page 6 Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a Committee thereof which authorize, approve or ratify such contract or transaction. Section 12. Executive and Other Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee •and one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, except that no committee shall have the authority to: (a) approve or recommend to the members actions or proposals required by law to be approved by the members, (b) designate candidates for the office of Director, for purposes of proxy solicitation or otherwise, (c) fill vacancies on the Board of Directors or any committee thereof, (d) Amend the By -Laws. The Board of Directors, by resolution adopted in accordance with this section, may designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Section 13. Place of Meetings. Regular and special meetings by the board of Directors may be held within or without the State of Florida. Section 14. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice immediately following the annual meeting of the members. Written notice of the time and place of special meetings of the Board of Directors shall be given to each Director by either personal delivery, telegram or cablegram at least two days before the meeting or by notice mailed to the Director at least five days before the meeting. Page 7 Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice either before or after the meeting. Attendance of a Director at. a meeting shall constitute a waiver of notice of such meeting and waiver of any and all obligations to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors. Meetings of the Board of Directors may be called by the Chairman of the Board, by the President of the corporation, or by any two Directors. Members of the Board of Directors may participate in a meeting of such a Board by means of a conference telephone or seminal communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. Section 15. Action Without a Meeting. Any action required to be taken at a meeting of the Directors of a corporation, or any action which may be taken at a meeting of the Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board or of the committee. Such consent shall have the same effect as the unanimous vote. Page 8 ARTICLE III. OFFICERS Section 1. Officers. The Officers of this corporation shall consist of a President a Secretary and a Treasurer, each of whom shall be elected by the board of Directors. Such other Officers and Assistant Officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. Section 2. Duties. The Officers of this corporation shall have the following duties: The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at al] meetings of the members and Board of Directors. The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the members and Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President. The Treasurer shall oversee custody of all corporate funds and financial records, shall keep or cause to be kept correct and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of members and whenever else 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. Section 3. Removal of Officers. Any Officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby. Any Officer or agent elected by the members may be removed only by vote of the members, unless the members shall have authorized the Directors to remove such Officer or agent. Any vacancy, however occurring, in any office may be filled by the Board of Directors, unless the By -Laws shall have expressly reserved such power to the members. Page 9 Removal of any Officer shall be without prejudice to the contract rights, if any, of the person so removed; however, election or appointment of an Officer or agent shall not of itself create contract rights. Section 4. Compensation. The compensation of the President, Secretary, Treasurer and such other Officers elected or appointed by the Board of Directors shall be fixed by the Board of Directors and may be changed from time to time by a majority vote of the Board. The fact that an Officer is also a Director shall not preclude such person from receiving compensation as either a Director or Officer, nor shall it affect the validity of any resolution by the Board of Directors fixing such compensation. The President shall have authority to fix the salaries of all employees of the corporation other than Officers elected or appointed by the Board of Directors. ARTICLE IV. MEMBERS' CERTIFICATES Section 1. Issuance. Every member in this corporation shall be entitled to have a certificate. No certificate shall be issued until approved by the Board of Directors. Section 2. Form. Certificates representing membership in this corporation shall be signed by the President of Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof. Section 3. Lost, Stolen, or Destroyed Certificates. The corporation shall issue a new certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that is has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the corporation. ARTICLE V. BOOKS AND RECORDS Section 1. Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees of Directors. Page 10 This corporation shall keep at its registered office or principal place of business, or at the office of its transfer .agent or registrar, a record of its members, giving the names and addresses of all members. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. Section 2. Members' Inspection of Rights. Any person who shall have been a member of the corporation at least sic months immediately preceding his demand, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent of attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of members and to make extracts therefrom. Section 3. Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year. This requirement may be modified by a resolution of the members not later than four months after the close of each fiscal year. Upon written request of any member of the corporation, the corporation shall mail to such member a copy of the most recent such balance sheet and profit and loss statement. The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any member in person or by agent. ARTICLE VI. CORPORATE .SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the following: 2011 Florida Page 11 ARTICLE VII. INDEMNIFICATION The corporation shall indemnify any Director or officer or former Director or officer for expenses and costs (including attorneys' fees) actually and necessarily incurred thereby in connection with any claim asserted against, by action in court or other -wise, by reason of such person being or having been such Director or officer, except in relation to matters as to which such person shall have been guilty of gross negligence or misconduct with respect to the matter in which indemnity is sought. By order of the Board of Directors, the corporation may, under comparable terms and limitations, indemnify employees and agents of the corporation with respect to activities within the scope of their services performed on behalf of the corporation. ARTICLE VIII. AMENDMENT These By -Laws may be repealed or amended, and new By -Laws may be adopted, by either the Board of Directors or the members, but the Board of Directors may not amend or repeal any By -Law adopted by members if the members specifically provide such By -Law not subject to amendment or repeal by the Directors. INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: APR 09 2012 THELMA GIBSON HEALTH INITIATIVE INC C/O MERLINE J BARTON 3634 GRAND AVE COCONUT GROVE, FL 33133 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 45-2835.389 DLN: 201286006 Contact Person: BENJAMIN L DAVIS Contact Telephone Number: (877) 829-5500 Accounting Period Ending: February 28 Public Charity Status: 170 (b) (1) (A) (vi) Form 990 Required: Yes Effective Date of Exemption: July 27, 2011 Contribution Deductibility: Yes Addendum Applies.: No ID# 31465 We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt from Federal income tax under section 501(c)(3) of .the Internal Revenue Code. Contributions to you are deductible under section 170 of the Code. You are also qualified to receive tax deductible bequests, devises, transfers or gifts under section 2055, 2106 or 2522 of the Code. Because this letter could help resolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under as either public charities a public charity under the letter. section 501(c)(3) of the Code are further classified or private foundations. We determined that you are Code section(s) listed in the heading of this Please see enclosed Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization. Enclosure: Publication 4221-PC Sincerely, Lois G. Lerner Director, Exempt Organizations Letter 947 (DO/CG) ARTICLE I NAME The name of the corporation shall be: ARTICLE II AK i 1CLL+'S OF INCORPORATION In compliance with Chapter 617, F.S., (Not for Profit) Thelma Gibson Health Initiative PRINCIPAL OFFICE Principal street address 3634 Grand Avenue Miami Florida 33133 Miami, Finrida 3fi1g1 Mailing address, if different is: 3634 Grand Avenue ARTICLE HI PURPOSE The purpose for which the corporation is organized is: To empower the under served populations in Miami -Dade County towards navigating and obtaining quality healthcare and social services through established healthcare channels. ARTICLE IV MANNER OF ELECTION The manner in which the directors are elected and appointed: ARTICLE V Name and Address: IMTIML OFFICERS AND/OR DIRECTORS Title: Gordon E. Knowles Name and Title: Merline J. Barton, President/Executive Dir. Sun Life, Chairman Address: 3634 Grand Avenue 347 Don Shula Drive Miami. Florida 33133 Miami Gardens. Florida 33056 Name and Title:Gordon Fales, lst. Vice President Address: 6815 Pallaz7o Street Coral Gables, Florida 33146 Name and Title: Caroline A. Soret, Esq. Secretary Address: 4000 Ponce de Leon Blvd. - Suite 470 Coral Gables, Florida 3313 Name and Title: Barbara De Meritte, LCSW, 2nd VP Name and Title: John Gelety, Esq. Treasurer Address: 3314 Oak Avenue Address: 2905 Calusa Street Miami, Florida 33133 Miami, Florida 33133 ARTICLE VI REGISTERED AGENT The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is: Name: Thelma V. A. Gibson Address: 3661 Franklin Avenue Miami, Florida 33133 ARTICLE VII INCORPORATOR The name and address of the Incorporator is: Name: Merline J. Barton Address: 14515 S.W. 139th Avenue Cir E Miami. Florida 33186 Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity 08-31-2011 Rdquired Signature of Registered Agent Date I submit this document and affirnc that a facts ted herein are true. I am aware that any false information submitted in a document to the Department of State constitutes third -„ •gree felony as provided for in s 817.1 55, F.S. equired Signature of Incorporator 08-31-2011 Date OP ID: FG '��� �®- CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/03/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 800-742-1691 Hallandale Branch Riemer Insurance Group 954-454-9552 PO Box 250 Hallandale, FL 33008-0250 Stephen L Riemer p CONTACT NAME: IPivHO ae Ext1:305-450-1474 FAX No): 954 454-1714 E-MAIL ADDRESS: PRODUCER CUSTOMER ID THEOR01 p: , INSURER(S) AFFORDING COVERAGE NAIC p INSURED Thelma Gibson Health Initiative P O Box 331134 Coconut Grove, FL 33233-1134 INSURER A : Capitol Specialty Ins. Corp INSURER B : Retail First Ins Co INSURER C : Markel American Insurance Co INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - I LTR TYPE OF INSURANCE ADDL _ INSR SNND POLICY NUMBER (UBR MM/DDY/YY Y) EXP (MM/ODIYYYY) OMITS A GENERAL-UABILITY COMMERCIAL GENERAL X LIABILITY , OCCUR X CS01273067-02 11/03/11 11/03/12 EACH OCCURRENCE $ 1,000,000 X DAMAGE PREMISES (OEa occurrence) $ 100,000 CLAIMS -MADE MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 1,000,000 GEM_ AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 1,000,000 POLICY PRO- JECT $ A A AULOC TOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS X CS01273067-02 CS01273067-02 11/03/11 11/03/11 11/03/12 11/03/12 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ X X $ $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS y / N N / A 520-36246 09/27/11 09/27/12 STATU- - X TORY LIMITS OER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Director's & Officers Liability ON117767 08/01/11 08/01/12 • 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Miami is named as an Additional Insured with respects to General Liability and Auto Liability as their interests may appear. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 3313D ACORD 25 (2009/09) CITYMI I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD .1