Amendment NO.1 Grant Agreement with New World Symphony Inc. 02o(9- 3013 3
AMENDMENT NO. 1 TO THE GRANT AGREEMENT
BETWEEN
THE CITY OF MIAMI BEACH
AND
NEW WORLD SYMPHONY INC.
This Amendment No. 1 ("Amendment") to the Grant Agreement (the "Agreement"), dated May
31, 2019, between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized
and existing under the laws of the State of Florida, having its principal offices at 1700
Convention Center Drive, Miami Beach, Florida, 33139 (the "City"), and NEW WORLD
SYMPHONY INC., a Florida not-for-profit company, having its principal place of business at
500 17th Street, Miami Beach, Florida 33139 ("NWS"), is entered into this 1 4 day of
SPIT , 2019 ("Effective Date").
RECITALS
WHEREAS, the following SoundScape Park improvements were included as part of the
General Obligation Bond program approved by the electorate of the City of Miami Beach on
November 6, 2018; and
a. replacement of existing restroom trailer with permanent restroom facilities and
augmented storage area -$700,000; and
b. technology upgrade of NWS's projectors, cameras and servers to 4K (collectively,
the "System") - $3,800,000 (This allows for ultra-high definition resolution and will be
used for visual components at SoundScape Park); and
WHEREAS, on March 13, 2019, the City Commission approved Resolution No. 2019-
30754, approving the issuance of the first tranche of General Obligation Bonds, totaling
$153,000,000 as follows:
c. Parks, Recreational Facilities, and Cultural Facilities: $87,700,000;
d. Police, Fire, and Public Safety: $36,900,000; and
e. Neighborhoods and Infrastructure: $28,400,000; and
WHEREAS, the System upgrade was included within the Parks, Recreational Facilities
and Cultural Facilities priority projects with an allocated budget of$3,800,000; and
WHEREAS, the project for the System upgrade includes the design, purchase and
installation of the System and the design and construction of the room (the "System Room")
where the System will be installed (collectively, the "Project"), with NWS being responsible for
the purchase, development, installation and implementation of the Project and the City being
responsible for the payment, on a reimbursement basis, of the costs for the Project, in an
amount not to exceed $3,800,000.00; and
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WHEREAS, on May 31, 2019, the Parties executed the Agreement, memorializing their
respective responsibilities with respect to the Project.
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and NWS hereby agree to amend the Agreement as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this Amendment.
2. MODIFICATIONS.
The Agreement is hereby amended (deleted items struck-through and inserted items
underlined) as follows:
A. Section 1.4 of Article I of the Agreement is hereby deleted in its entirety and replaced with
the following:
1.4. As referenced in this Agreement, the "Proiect Cost" shall mean the hard costs and soft
costs necessary for the design, purchase and installation of the System, as more
particularly set forth in Exhibit "B" hereto entitled, "Project Budget and Scope, which shall
be subject to the following conditions:
(a) The Project Cost shall not exceed $3,800,000.00. In the event the Project Cost
exceeds $3,800,000.00, NWS shall provide immediate written notice of same to the
City, along with evidence reasonably satisfactory to the City regarding NWS' sources
of funding for all remaining costs in excess of$3,800,000.00 needed to complete the
Project. NWS shall also include a revised cost estimate for the Project Cost,
including a detailed breakdown of costs needed to complete the Project.
Notwithstanding the preceding, the City shall have no obligation to fund any Project
Cost in excess of the Grant Monies. Accordingly, NWS herebyagrees, covenants,
and represents to the City that NWS shall be solely responsible for any Project Cost
in excess of the $3,800,000.00 Grant Monies set forth herein, as required and
necessary to complete the Project.
(b) Any line item amount in the Project Budget and Scope may be increased or
decreased by 10% or less without an amendment to this Agreement being required,
so long as the overall amount of funds obligated under this Agreement is not
increased.
(c) Pre-Agreement Expenses
Pre-Agreement expenses shall mean eligible expenses identified in Exhibit B —
Project Budget and Scope, incurred by NWS for accomplishment of the Project prior
to full execution of the Agreement. The incurring of Pre-Agreement Expenses
creates no obligation on the City to satisfy those expenses. However, prior to the
Effective Date of the Agreement, NWS may incur eligible Pre-Agreement Expenses
and then after the Effective Date of the Agreement may be reimbursed for those
costs, provided that:
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(i) the costs and activities are in compliance with the Proiect Budget and Scope,
and the General Obligation Bond Program: and
(ii) reimbursement of Pre-Agreement Expenses is limited to those Pre-Agreement
Expenses incurred after January 1. 2019, which is after the date of the
applicable referendum.
B. Section 1.7 (c) of Article I of the Agreement is hereby modified to read as follows:
(c) NWS shall also be responsible for reporting, on a continuous, on-going basis any
contractual relationship established to perform work or services on the Project,
including start date and project schedule, reflecting completion date of October 31,
20192020, as required in the Monthly Status Report. Additional reports may be
required at the discretion of the City Manager.
C. NWS and the City agree and acknowledge that the City is an intended third party
beneficiary in any contract entered into between NWS and the Consultant, Construction
Contractor and Integration Contractor.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the provisions
of this Amendment and the Agreement, the provisions of this Amendment shall govern.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their appropriate officials, as of the date first entered above.
FOR CITY: CITY 'F MIAMI :EACH, FLORIDA
ATTEST:
By:
Rafa I E. Granath), City Clerk Jim L. Mo :les, City Manager
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Date
FOR NWS: NEW WORLD SYMPHONY, INC.
ATTEST:
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APPROVED AS TO
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