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Grant Agreement with Italian Film Festival, Inc. 2018 -304194 MIAMI City of Miami Beach Cultural Affairs Program and Cultural Arts Council Fiscal Year 2018/19 Cultural Affairs Grant Agreement This Grant Agreement("Agreement") is entered into this 22_day of J •rAir , 204 , between the City of Miami Beach, Florida(the"City"), and ("Grantee"). Article I /Grant Description 1. Grantee: Italian Film Festival, Inc. Grant Contact: Claudio di Persia Address: 5151 Collins Ave. Ste.224 City, State, Zip: Miami Beach, FL 33140 Phone, fax, e-mail: (305)864-0101, cdp@cinemaitaly.com Cultural Anchor Yes I I No Ill 2. Grant amount: $ 10,333 ("Grant"or"Grant Funds") 50%of the Grant Funds shall be paid to Grantee upon execution of this Agreement and audited financial statements or proof of funding source showing that Grantee has secured the mandatory 1:1 match for the total Grant amount. The remaining 50%of the Grant Funds shall be paid to Grantee upon completion of the Project, and following the submission by the Grantee and the approval by the City of the Final Report. 3. Project Description: See Exhibit 1, attached hereto ("Revised Project Description"). 4. Itemized budget: See Exhibits 2-A(Total Project Budget)and 2-B(Grant Award Budget), attached hereto. 5. Contract effective date: October 1, 2018 6. Contract submission deadline: March 15, 2019 7. Expenditure deadline: September 30, 2019 8. Final -••rt deadline: Must be postmarked or delivered no later than November 15.2019 I r an Gelbe (or 1 Signature ccc---"' 'P"-------• Attest: ���. t�,�I }ZI 1 r �` r+ lit;,sATE OF FLORIDA, COUNTY OF MIAMI-DADE Rafael Grana ,City Clerk f---%\.s, 14*- �4 (Grantee's Corporate Seal Here) " \ -•- `'. ;r oing instr nt /-. ackno ed before me i ; t_'�' day A1., ; I. ti \ ORA „- ±�T/ -t /:- not-for-profit \1 ;, g#;_ -;o3%do - . personally kn• n to me or has •,Kt Jp�f as h 26 GRANTEE: 7 Federal ID#: 72-1554632 Signature of Notary Public -- - - ------ - - BY: Claudio di Persia YP ANDREA D.O'NAGHTEN Printed Name of Organization's Autho Jo`'� r9 Pi1�li�?�I�t�l6 TO _,•, �"= Notary Public-State of Florida (City Attorney Approval below thiE jV & LANGUAGE Notary Name: .'' ''v Commission-#GG 165205 & FOR E ECUTION Notary Public,State of Flori '7<°SAT. ' Bonded through Na'onallNot ryAssn. .Q.Q (- k L-t3- if( My Commission Expires: City Attorney W__. Date Article Il /General Conditions 1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a municipal corporation organized under the laws of the State of Florida (the "City"). The City has delegated the responsibility of administering this Grant to the City Manager or his authorized designee, who shall be the City's Cultural Affairs Program Manager. 2.Proiect Description: The Grantee may only use the Grant for the purposes that are specifically described in the Project Description, attached hereto as Exhibit 1. 3. Budget: All of the Grantee's expenditures shall be subject to the terms of this Agreement, as specified in the itemized Total Project Budget (attached hereto as Exhibit 2-A) and the Grant Award Budget(attached hereto as Exhibit 2-B). A mandatory 1:1 match is required for all grants. Grant applicants must demonstrate that matching funds in the full amount of the grant award have been secured prior to receiving the first grant payment. The City will review and approve audited financial statements detailing the match through cash, grants, and/or in-kind contributions, of which in-kind contributions may not exceed 25% of the Total Project Budget, attached hereto as Exhibit 2-A. Line item changes to the Grant Award Budget shall not exceed ten percent (10%) per category, and shall, in no event, exceed the total amount of Grant Funds. Notwithstanding the preceding sentence, amendments to the itemized Grant Award Budget shall not be permitted without the prior written consent of the Cultural Affairs Program Manager. Said requests shall be made in writing, detailing and justifying the need for such changes, in advance of the Project's commencement. 4. Reports: This Grant has been awarded with the understanding that the 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 with a written Final Report, which shall document the Grantee's satisfaction of all requirements. This report must be received by the Cultural Affairs Program Manager no later than November 15, 2019. New Grant awards will not be released to the Grantee until all Final Reports for previously awarded grants are received. The City may withhold any future payments of the Grant, or the award of any subsequent Grant, if it has not received all reports required to be submitted by Grantee, or if such reports do not meet the City's reporting requirements. Any reports may be disseminated by the City without the prior written consent of the Grantee. 5. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Article 1-2, and payment of any portion thereof shall be subject to and contingent upon Grantee's compliance with the terms and conditions set forth in this Agreement. In awarding this Grant, the City assumes no obligation to provide financial support of any type whatsoever in excess of the total Grant amount. Cost overruns are the sole responsibility of the Grantee. Grant Funds will only be remitted to the Grantee once the Mayor and City Commission have approved the Grant award, and once all parties have executed this Agreement, and provided that Grantee is otherwise in compliance with the terms and conditions herein. 6. No guarantee of future funding: The Grantee acknowledges that the receipt of this Grant does not imply a commitment on behalf of City to continue or provide funding beyond the terms specified in this Agreement. 7. Program Monitoring and Evaluation: The Cultural Affairs Program Manager may monitor and conduct an evaluation of the Project funded by this Grant, which may include, without limitation, visits by City representatives to observe the Project, or Grantee's programs, procedures, and operations, or to discuss the Grantee's programs with Grantee's personnel. The Grantee agrees to utilize the standardized Audience Survey adopted by the City's Cultural Arts Council to obtain specific feedback from program participants. 8. Bank Accounts and Bonding: Grantee shall maintain all monies received pursuant to this Agreement in an account with a bank or savings and loan association that is located in Miami- Dade County. The Grantee shall provide the City with the name of the bank or savings and loan association, as well as the name and title of all individuals authorized to withdraw or write checks on Grant Funds. 9. Accounting and Financial Review: Any activities funded by this Grant must take place during the City's fiscal year for which the Grant is approved (October 1 -September 30). The Grantee shall keep accurate and complete books and records of all receipts and expenditures of Grant Funds, in accordance with reasonable accounting standards, and shall retain such books and records for at least four(4)years after completion of the Project. These books and records, as well as all documents pertaining to payments received and made in conjunction with this Grant, including, without limitation, vouchers, bills, invoices, receipts, and canceled checks, must be directly related to Grant-funded activities taking place within the fiscal year for which they are approved and retained in Miami-Dade County in a secure place and in an orderly fashion by the Grantee for at least two (2) years after the Expenditure Deadline specified in Article 1-7. At the request of the City, Grantee shall provide the City (and/or its designated representatives) reasonable access to its files, records and personnel during regular business hours for the purpose of making financial audits, evaluations or verifications, program evaluations, or other verifications concerning this Grant, as the City deems necessary. Furthermore, the City may, at its expense, audit or have audited, all the financial records of the Grantee, whether or not purported to be related to this Grant. 10. Publicity and Credits: The Grantee must include the City of Miami Beach logo and the following credit line in all publications (where appropriate) that are related to this Grant: City of Miami Beach, Cultural Affairs Program, Cultural Arts Council. Grantee's failure to comply with this paragraph may preclude future grant funding from the City, in the same manner as if the Grantee defaulted under this Agreement, pursuant to Article 11-14. Except as specified herein, Grantee shall not use the name, trademarks, or logos of the City without the City's advance written approval. 11. Liability and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, expenses, or damages, including, without limitation, attorneys' fees and costs of defense, for personal, economic, or bodily injury, wrongful death, or loss of or damage to property, which the City or its officers, employees, agents, and contractors may incur as a result of claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to, or resulting from the performance of this Agreement by the Grantee or its officers, employees, agents, servants, partners, principals or contractors. Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs,judgments, and attorneys'fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided, shall in no way limit its obligation, as set forth herein, to indemnify, hold harmless, and defend the City or its officers, employees, agents, and contractors 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 Statutes, 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 $200,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the government entity arising out of the same incident or occurrence, exceed the sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the Grantee entity. 12.Assignment: The Grantee shall not be permitted to assign this Grant to any other party. Any purported assignment will be void, and shall be treated as an event of default pursuant to Article II, Section 14 . 13. Compliance with Laws / Good Standing With the City: The Grantee agrees to abide by and be governed by all applicable Federal, State, County, and City laws, including but not limited to Miami-Dade County's Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter 2, Article VII of the Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set forth herein. Grantee shall maintain its good standing in accordance with the laws of the State of Florida and the City of Miami Beach Code of Ordinances ("City Code"), and shall comply with any City Code requirement applicable to Grantee or to the Grantee's operation its business or other activities in the City of Miami Beach, including, without limitation, obtaining any Certificate of Use or Business Tax Receipt(s) that may be required for any business activity, timely making payment of all taxes, fees or charges that may be due to the City of Miami Beach. Grantee shall promptly take corrective action to correct any City Code violation or notice of violation issued by any governmental agency with jurisdiction over Grantee. Further, Grantee agrees to comply with the terms and conditions of any lease, contract, or other grant agreement that Grantee may have separately entered into with the City of Miami Beach ("Other City Contracts"). Any failure by Grantee to comply with any provision of the City Code applicable to Grantee, or any breach or default by the Grantee of any covenant or other term or condition contained in any Other City Contracts (after the passage of any applicable notice and cure provision set forth therein), shall, at the option of the City, be considered a Default (as such term is defined more fully below in Article II, Section 14 of this Agreement), in which event the City shall be entitled (but in no event required) to apply all rights and remedies available to the City under the terms of this Agreement by reason of a Grantee's breach or failure to comply with said obligations. 14. Default/Termination Provisions: In the event the Grantee shall fail to comply with any of the covenants, terms or provisions of this Agreement, including, without limitation, any failure of Grantee to (i) secure 1:1 match funds in accordance with the requirements set forth herein; (ii) complete the Project, as expressly contemplated in the Project Description; (iii) timely submit any reports, when due, as required under this Agreement, or properly provide an accounting of Grant Funds, including, without limitation, in accordance with Article II, Section 9 herein; (iv) use the Grant Funds solely for the limited purposes described in the Project Description (and allowable grant expenditures as set forth herein); and (v) comply with any other term or condition of this Agreement, including, as set forth in Article II, Section 13, any failure to comply with any term or condition contained in any Other City Contracts, or any provision of the City Code applicable to Grantee (each, a "Default'), the Cultural Affairs Program Manager may terminate this Agreement and withhold or cancel all or any unpaid installments of the Grant upon giving five (5) calendar days written notice to the Grantee, and the City shall have no further obligation to the Grantee under this Agreement. Further, in the event of a Default, at the Cultural Affairs Program Manager's sole discretion, the Grantee shall be required to immediately repay to the City all or a portion of the Grant which has been received by the Grantee, as of the date that the written demand is received ("Demand for Recapture"). Grantee further acknowledges and agrees that any Default may, at the City's sole discretion, render Grantee ineligible for any future grant funding, as provided below. In the event of a Default, the following provisions will also apply: a. For first-time violations — Grantee shall be required to submit a final report with documentation of expenditure of all Grant Funds already received up to the date of termination and/or the Demand for Recapture. Additionally, Grantee will be ineligible to apply for or receive a grant in the subsequent City fiscal year. However, Grantee will be allowed to apply for grants in fiscal years following the subsequent City fiscal year. b. For more than first-time violations - Any compliance infractions beyond first-time violations will be addressed by the Cultural Affairs Program Manager, on a case-by-case basis. In connection therewith, the Cultural Affairs Program Manager shall obtain the recommendation of the Cultural Arts Council, but the final decision as to whether Grantee may be allowed to apply for future grants shall remain within the sole discretion of the City. Any uncommitted Grant Funds which remain in the possession or under the control of the Grantee as of the date of the Expenditure Deadline specified in Article 1-7 must be returned to the City within fifteen (15)days after the Expenditure Deadline. If such funds have been committed but not expended, the Grantee must request in writing from the Cultural Affairs Program Manager 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 a certified check for the total amount due, payable to the City of Miami Beach, Florida. These provisions shall not waive or preclude the City from pursuing any other remedies that may be available to it under the law. c. Notwithstanding any provision of this Agreement to the contrary, and without regard to whether City has exercised the Default provisions thereof, the City reserves the right, at its sole and absolute discretion, to discontinue funding of the Grant if it is not satisfied with the progress of the Project or the content of any required written report. In the event of discontinuation of the Grant or at the close of the Project, any unexpended Grant Funds shall be immediately returned to the City, except where the City Manager has agreed in writing to alternative use of the unused/unexpended Grant Funds. 15. No Waiver: No waiver of any breach or failure to enforce any of the terms, covenants, conditions or other provisions of this Agreement by City at any time shall in any way affect, limit, modify or waive City's right thereafter to enforce or compel strict compliance with every term, covenant, condition or other provision hereof. 16. Written Notices: Any written notices required under this Agreement will be effective when delivered in person or upon 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: Brandi Reddick, Cultural Affairs Program Manager, City of Miami Beach Dept. of Tourism and Cultural Development, 1755 Meridian Avenue, Suite 500, Miami Beach, Florida 33139-1819. 17. 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. _.J 18. Contract Represents Total Agreement: This contract, including its special conditions and exhibits, represents the whole and total agreement of the parties. No representations, except those contained within this Agreement and its attachments, are to be considered in construing its terms. No modifications or amendments may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate action by the Mayor and City Commission. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. • I Article Ill / Miscellaneous Provisions 19. 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/or services recommended for support. As such, use of Grant Funds for any program component not meeting this condition will be considered a breach of the terms of this Agreement and will allow the City to seek remedies including, but not limited to,those outlined in this Agreement. 20. 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.), which prohibits 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 Human Rights Ordinance as codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing and public accommodations on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. The City endorses, and Grantee shall comply with, the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove barriers that prevents qualified individuals with disabilities from enjoying the same employment opportunities that are available to persons without disabilities. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability. Accordingly, the City requires that Grant recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. 21. 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 INTENTIONALLY LEFT BLANK. Exhibit 1 / Revised Project Description Organization: Italian Film Festival, Inc. Instructions: Describe the Project, in complete detail, as approved by the Grants Panel. In a separate narrative, detail all revisions to the Project, as approved by the City Commission. Please be as specific as possible, and include the name of any events, specific dates, venues, times, artists, etc. Use an extra page if necessary. Project description as approved by Grants Panel: Funding partnership is requested to support the 16th Annual Cinema Italy (formerly Italian Film Festival) to be held October 5-9, 2018 at the Regal Cinemas South Beach on Lincoln Road. This year's festival will include 10 of the top Italian films produced in 2017 and 2018 that have not yet been screened for South Florida audiences. The festival will also include repeat screenings of the top five films in competition to be held the second weekend (October 12-14, 2018) at the Miami Beach Cinemateque. Protect description as revised (if applicable) based upon the City Commission approved award: Changes to projects funded by Grants 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. No changes have been made to the project as proposed. Page 7 of 10 - Exhibit 2-A: Total Project Budge Name of organization: Italian Film Festival, Inc. Date(s) of Project: October 5-9, 2018 Complete the below Total Project Budget for your awarded artistic and cultural project. Round off all numbers to the nearest dollar. EXPENSES REVENUES CASH IN-KIND CASH IN-KIND Personnel -Artistic 8,000 8,000 Admissions 19,534 Personnel -Technical Corporate support 16,500 7,250 Personnel —Administration Foundation support Outside artistic 2,250 Individual support 8,000 fees/services 2,500 City of Miami Beach Grant 10,333 Outside other fees/services (must not exceed 50% of the total grant revenues) Marketing/Publicity 8,150 Other Government Grants: Space rental 10,518 1. Federal Utilities 1,800 2. State Equipment rental Other: Miami-Dade County 3,623 Office supplies 1,000 Other: Other: Film Rental Fees 3,272 Other: Other: Events/Hospitality 12,500 1,750 Other: Other: Program Design/Print 5,500 Other: Other: Other: Total cash expenses 49,990 Total cash revenues 49,990 Total in-kind revenues (may Total in-kind expenses 15,2500 not exceed 25% of the Total 15,250 Project Budget) Total Project Expenses Total Project Revenues (must equal or exceed (must equal or exceed grant 65,240 grant award plus 1:1 65,240 award plus 1:1 matching matching funds): funds): Page 8 of 10 • Exhibit 2-B: Grant Award Budget(Page 1 of 2) Name of organization:Italian Film Festival,Inc. Date(s) of Project: October 5-9. 2018 Grant Award:$10,333 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. (Cultural Anchors — those grantees with permanent facilities on Miami Beach offering year-round programming -are excluded from these restrictions.) All costs included in this budget, whether such costs are paid for with Grant funds, Grantee's separate match funding, or otherwise paid for at Grantee's sole cost and expense, must be directly allocable to the Project activity, allowable, and adequately documented. Actual, allowable expenditures must be reported on all payment requests and financial reports. Only include costs expected to be incurred within the period of performance, which can begin no earlier than the earliest allowable start date noted in the guidelines for this funding opportunity. Do not include unallowable costs. Unallowable costs cannot be supported with Grant funds OR with matching funds. Allowable Grant Expenditures Related to Grant Project: • Artistic, technical, and outside artistic fees directly related to the proposed program or event that occurred within the City of Miami Beach; • Marketing, publicity, and printing; • Honoraria; • Postage; • Equipment rental and expendable materials; • 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; • Space rental (performance-related only); and • Production costs related to the proposed program, project or event; Grant Use Restrictions Grant Funds may not be used towards the following activities or items: • Remuneration of City of Miami Beach employees for any services rendered as part of a project funded by the City's Cultural Affairs grant programs; • Administrative salaries or fees (Cultural Anchors are excluded from this restriction); • "Brick and mortar" expenses or permanent equipment; unless the purchase price is less than the cost of rental; • City of Miami Beach fees or services (permit fees, off duty police, electricians, insurance, etc.); • Debt reduction; • Indirect or general operating costs related to the operation of the organization (Cultural Anchors are excluded from this restriction); • Travel or transportation; • Insurance Fees (Cultural Anchors are excluded from this restriction); • Social and/or 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; and • Events not open to the public, unless the event serves to specifically benefit City of Miami Beach government and has been previously approved as such by the Cultural Affairs Program Manager. Exhibit 2-B: Grant Award Budget (Page 2 of 2) EXPENSES CASH Personnel -Artistic Personnel -Technical Personnel-administration* *Cultural Anchors Grantees ONLY Outside Artistic Fees Marketing/Publicity 1,350 Printing Postage Equipment Rental Space Rental (Performance Related Only) 5,983 Other Costs (itemize below) Film Rental Fees 3,000 Total grant expenses (must equal grant award): 10,333 Required supporting materials for final reports: • Grantee shall provide the City with copies of all receipts, invoices, cancelled checks (copies of both front and back) and proof of expenditures of Grant monies. GRANTEE SHALL CATEGORIZE ALL RECEIPTS, INVOICES, AND CANCELLED CHECKS, ETC. ACCORDING TO THE CATEGORIES SET FORTH IN THE GRANT BUDGET (for example, all artist payments shall be separate from advertising payments). Invoices and checks must be directly related to expenses for Grant-funded activities taking place within the City of Miami Beach and within the 2018-19 Fiscal Year. • Proof of City logo and credit line in Project publications and advertisements. • Proof of performance(s), such as programs, brochures, and flyers.