Performing Arts Center Foundation Of Greater Miami Inc

PERFORMING ARTS CENTER FOUNDATION OF GREATER MIAMI, INC. (THE "ALLIANCE") IS A 501(C)(3) NON-PROFIT CORPORATION INCORPORATED ON DECEMBER 28, 1990 UNDER THE LAWS OF THE STATE OF FLORIDA AND COMMENCED OPERATIONS ON JULY 1, 1993. THE ALLIANCE WAS ESTABLISHED FOR THE PURPOSE OF RAISING PRIVATE CONTRIBUTIONS FOR THE CONSTRUCTION OF A SOUTH FLORIDA COMMUNITY PERFORMING ARTS CENTER COMPLETED IN 2006 (THE "CENTER"); TO PROVIDE FOR THE CENTERS' OPERATING ENDOWMENT; TO REPRESENT THE CENTERS' FOUR PERFORMING RESIDENT ARTS ORGANIZATIONS,FLORIDA GRAND OPERA, MIAMI CITY BALLET AND NEW WORLD SYMPHONY (COLLECTIVELY, THE "RESIDENT COMPANIES"); AND TO FULFILL SUCH OTHER PROGRAM SERVICE ACCOMPLISHMENTS:PURPOSES AS THE BOARD OF DIRECTORS SHALL, FROM TIME TO TIME, DETERMINE TO BE IN FURTHERANCE OF THE FOUNDATIONS' CHARITABLE AND EDUCATIONAL PURPOSES. PRIOR TO MARCH 2010, THE TRUST AND THE ALLIANCE WERE PARTIES TO A COOPERATION AGREEMENT WHICH PLACED TWO PRINCIPAL OBLIGATIONS ON THE ALLIANCE; (I) REPRESENTING THE PRIMARY RESIDENT COMPANIES OF THE CENTER, CURRENTLY FLORIDA GRAND OPERA, MIAMI CITY BALLET AND NEW WORLD SYMPHONY (COLLECTIVELY, THE "RESIDENT COMPANIES"); AND (II) TO RAISE PRIVATE FUNDS TO SUPPLEMENT THE COUNTY FUNDS FOR THE DESIGN AND CONSTRUCTION OF THE CENTER AND TOWARD THE CREATION OF AN ENDOWMENT. IN MARCH 2010, THE TRUST AND ALLIANCE ENTERED INTO A REVISED COOPERATION AGREEMENT AS APPROVED BY THE COUNTY. THE REVISED COOPERATION AGREEMENT RECOGNIZES THAT, UPON PAYMENT IN FULL OF ADRIENNE ARSHT'S $30 MILLION COMMITMENT, THE ALLIANCE FULFILLED THE SECOND OF THE OBLIGATIONS UNDER THE COOPERATION AGREEMENT: FINANCING OF THE DESIGN AND CONSTRUCTION OF THE CENTER AND THE CREATION OF THE ENDOWMENT. UNDER THE REVISED COOPERATION AGREEMENT, THE PRINCIPAL FOCUS OF THE ALLIANCE WOULD BE A COORDINATED REPRESENTATION OF THE RESIDENT COMPANIES IN DEALING WITH THE TRUST AND THE CENTER AND THE COORDINATION OF THE RESIDENT COMPANIES. ACTIVITIES WITH EACH OTHER; WHILE THE TRUST WILL ASSUME OVERSIGHT OF FUNDRAISING ACTIVITIES WHICH WILL PROVIDE ARTISTIC AND FISCAL STABILITY FOR THE CENTER. THE REVISED AGREEMENT CALLS FOR THE TRUST TO ASSUME ALL FUNDRAISING OBLIGATIONS, ASSUME ALL NAMING RIGHTS AND OBLIGATIONS PERTAINING TO FULFILLMENT OF EXISTING NAMING RIGHTS ASSOCIATED WITH THE CENTER, TAKING POSSESSION OF ALL ALLIANCE ASSETS AND ASSUMING THE ENTIRE COST OF FUNDRAISING.