Cultual Affairs Grant Agreement with Orchestra Miami, Inc. 2.0 22 - 32334
MIAMI BEACH DEC 0 5 2022
City of Miami Beach Cultural Affairs Program and Cultural Arts Council
Fiscal Year 2022/23 Cultural Affairs Grant Agreement
This Grant Agreement("Agreement") is entered into this day of , 20 , between
the City of Miami Beach, Florida (the"City"), and ("Grantee").
Article I/Grant Description
1. Grantee Name: Orchestra Miami, Inc.
Grantee Contact: Elaine Rinaldi
Mailing Address: PO Box 557598
City, State, Zip: Miami, FL 33255-7598
Phone: (786) 797-2547 .
E-mail: erinaldi@orchestramiami.org
Cultural Anchor: Yes No Q
Federal Tax ID No.: 40-4272276
2. Grant amount: $ 14,563 ("Grant" or"Grant Funds")
Fifty percent (50%) of the Grant Funds shall be paid to Grantee upon execution of this Agreement,
following the City's receipt and acceptance of audited financial statements or other proof of funding
source(s)which demonstrate that Grantee has secured a 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 (as
described in Exhibit 1), and following the Grantee's submission, and the City's prior written approval, of
the Final Report.
3. Project Description: See Exhibit 1, attached hereto ("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, 2022
6. Contract submission deadline: November 1, 2022
7. Expenditure deadline: September 30, 2023
8. Final Report deadline: Submit on GoSmart no later than October 13. 2023
CITY OF MIAMI BEACH:
Attest:
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Rafael Gran o Dan Gelber
City Clerk Mayor
Approved as to form and language
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DEC 0 5 2022 ` .iIICORPgO?AIED' = and for execution
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GRANTEE:
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Signature
Elaine Rinaldi, Artistic Director
Print Name and Title
STATE OF FLORIDA, COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before mme this day of ,}94b..k_, 2022, by
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Page 2
Article Ill 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 the City Manager's authorized designee,who shall
be the City's Cultural Affairs Program Manager.
2. Project Description: The Grantee may only use the Grant for the purposes that are specifically described in
the Project Description, attached hereto as Exhibit 1. Any changes to the programming or delivery method for the
programming shall require the prior written approval of the Cultural Affairs program manager, on a case-by-case
basis. Grantee shall make every attempt to reschedule approved programming or provide alternative programming
solutions, such as live streaming.
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 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
the date identified in Article 1-8. 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. Board Training: Pursuant to City Resolution No. 2018-30552, if applicable, Grantee is required to have
51% or more of its board membership complete the City's training program for board members of non-profit
agencies, who must have completed such training program within the last three years prior to Grantee receiving
City funds pursuant to this Agreement. Board training is required for agencies that have an annual operating budget
of less than $5 million and receive $25,000 or more in funding from the City. Prior to the release of the first Grant
payment to the Grantee pursuant to this Agreement.
6. 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.
7. 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.
8. 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
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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.
9. 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.
10. 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.
11. 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 11-15. Except as
specified herein, Grantee shall not use the name,trademarks, or logos of the City without the City's advance written
approval.
12. 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.
13. 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 15.
14. 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
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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, and 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 15 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.
15. 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 10 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 14, 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.
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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.
16. 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.
17. 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 Culture, 1755 Meridian Avenue, Suite 500, Miami Beach, Florida 33139-1819.
18. 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.
19.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 and signed by both parties.Any change to the Grant Amount shall require approval
by appropriate action by the Mayor and City Commission.
Article Ill / Miscellaneous Provisions
20. 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.
21. 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, public accommodations, and public services 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.
22. 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,
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Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, THE CITY 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.
23. Florida Public Records Law.
A. Contractor shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be
amended from time to time.
B. The term"public records"shall have the meaning set forth in Section 119.011(12),which means all documents,
papers, letters, maps, books, tapes, photographs,films, sound recordings, data processing software, or other
material, regardless of the physical form,characteristics,or means of transmission, made or received pursuant
to law or ordinance or in connection with the transaction of official business of the City.
C. Pursuant to Section 119.0701 of the Florida Statutes, if the Contractor meets the definition of"Contractor"as
defined in Section 119.0701(1)(a),the Contractor shall:
1. Keep and maintain public records required by the City to perform the service;
2. Upon request from the City's custodian of public records, provide the City with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law;
3. Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed, except as authorized by law,for the duration of the contract term and
following completion of the Agreement if the Contractor does not transfer the records to the City;
4. Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of
the Contractor or keep and maintain public records required by the City to perform the service. If the
Contractor transfers all public records to the City upon completion of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the Agreement,the Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the City, upon request from the City's
custodian of public records, in a format that is compatible with the information technology systems of
the City.
D. REQUEST FOR RECORDS; NONCOMPLIANCE.
1. A request to inspect or copy public records relating to the City's contract for services must be made
directly to the City. If the City does not possess the requested records,the City shall immediately notify
the Contractor of the request, and the Contractor must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
2. Contractor's failure to comply with the City's request for records shall constitute a breach of the
Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2)avail
itself of the remedies set forth under the Agreement; and/or (3) avail itself of any available remedies
at law or in equity.
3. A Contractor who fails to provide the public records to the City within a reasonable time may be subject
to penalties under s. 119.10.
E. CIVIL ACTION.
1. If a civil action is filed against a Contractor to compel production of public records relating to the City's
contract for services,the court shall assess and award against the Contractor the reasonable costs of
enforcement, including reasonable attorney fees, if:
a. The court determines that the Contractor unlawfully refused to comply with the public records
request within a reasonable time; and
b. At least eight (8) business days before filing the action, the plaintiff provided written notice of the
public records request, including a statement that the Contractor has not complied with the
request, to the City and to the Contractor.
2. A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of public records and to
the Contractor at the Contractor's address listed on its contract with the City or to the Contractor's
registered agent. Such notices must be sent by common carrier delivery service or by registered,
Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with
evidence of delivery, which may be in an electronic format.
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3. A Contractor who complies with a public records request within eight(8)business days after the notice
is sent is not liable for the reasonable costs of enforcement.
F. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO(c�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
24. INSPECTOR GENERAL AUDIT RIGHTS:
A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the
Inspector General which may, on a random basis, perform reviews, audits, inspections and investigations on all City
contracts, throughout the duration of said contracts. This random audit is separate and distinct from any other audit
performed by or on behalf of the City.
B. The Office of the Inspector General is authorized to investigate City affairs and empowered to review past,
present and proposed City programs, accounts, records,contracts and transactions. In addition,the Inspector General
has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects
and programs. Monitoring of an existing City project or program may include a report concerning whether the project
is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General
shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance
and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals,
activities of Grantee, its officers,agents and employees, lobbyists,City staff and elected officials to ensure compliance
with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City
is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office
of Inspector General.
C. Upon ten (10) days written notice to Grantee, Grantee shall make all requested records and documents
available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the
services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations
activities, performance and procurement process including but not limited to project design, bid specifications,
(bid/proposal) submittals, activities of Grantee, its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and corruption.
D. The Inspector General shall have the right to inspect and copy all documents and records in Grantee's
possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract,
including, but not limited to original estimate files, change order estimate files,worksheets, proposals and agreements
from and with successful subcontractors and suppliers, all project-related correspondence, memoranda, instructions,
financial documents, construction documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the aforesaid documents and records.
E. Grantee shall make available at its office at all reasonable times the records, materials, and other evidence
regarding the acquisition(bid preparation)and performance of this Agreement,for examination,audit,or reproduction,
until three (3)years after final payment under this Agreement or for any longer period required by statute or by other
clauses of this contract. In addition:
i. If this Agreement is completely or partially terminated, Grantee shall make available records relating
to the work terminated until three (3)years after any resulting final termination settlement; and
ii. Grantee shall make available records relating to appeals or to litigation or the settlement of claims
arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved.
Page 8
F. The provisions in this section shall apply to Grantee, its officers, agents, employees, subcontractors and
suppliers. Grantee shall incorporate the provisions in this section in all subcontracts and all other agreements
executed by Grantee in connection with the performance of this Agreement.
G. Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities.
The provisions of this section are neither intended nor shall they be construed to impose any liability on the
City by Grantee or third parties.
25. Force Majeure
A. A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Grantee or the
City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to
perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party,
and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the
occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil
insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions,
quarantine restrictions,transportation accidents,strikes,strong hurricanes or tornadoes,earthquakes,or other
acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement
weather, or failure to secure any of the required permits pursuant to the Agreement.
B. If the City or Grantee's performance of its contractual obligations is prevented or delayed by an event believed
by the party to be Force Majeure, such party shall immediately upon learning of the occurrence of the event
or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide
notice of(i) of the occurrence of event of Force Majeure, (ii)of the nature of the event and the cause thereof,
(iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v) of what
course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely
delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any
relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event
claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a
Force Majeure event shall be on the requesting party.
C. No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period
when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The
suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater
scope and no longer duration than is required. The party shall use its reasonable best efforts to continue to
perform its obligations hereunder to the extent such obligations are not affected or are only partially affected
by the Force Majeure event,and to correct or cure the event or condition excusing performance and otherwise
to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure
event with all reasonable dispatch.
D. Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event causing
the suspension of performance shall not be excused as a result of such occurrence unless such occurrence
makes such performance not reasonably possible. The obligation to pay money in a timely manner for
obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject
• to the Force Majeure provisions.
E. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. If any condition
of Force Majeure delays a party's performance for a time period greater than thirty (30) days, the party not
delayed by such Force Majeure may terminate this Agreement,without further obligation, except with respect
to provisions which are intended to survive the expiration or termination of the Agreement.
F. Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence, the
City may, at the sole discretion of the City Manager,suspend City's payment obligations under the Agreement,
and may take such action without regard to the notice requirements herein.
Page 9
26. E-Verify
A. Grantee shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as
may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021,
Grantee shall register with and use the E-Verify system to verify the work authorization status of all newly
hired employees during the Term of the Agreement. Additionally, Grantee shall expressly require any
approved subcontractor performing work or providing services pursuant to the Agreement to likewise utilize
the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new
employees hired by the subcontractor during the contract Term. If Grantee enters into a contract with an
approved subcontractor, the subcontractor must provide the Grantee with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Grantee shall
maintain a copy of such affidavit for the duration of the Agreement,or such other extended period as may be
required under this Agreement.
B. TERMINATION RIGHTS.
1. If the City has a good faith belief that Grantee has knowingly violated Section 448.09(1), Florida Statutes, the
City shall terminate this Agreement with Grantee for cause, and City shall thereafter have or owe no further
obligation or liability to Grantee.
2. If the City has a good faith belief that a subcontractor has knowingly violated Section A and order the Grantee
to immediately terminate the Agreement with the subcontractor. Grantee's failure to terminate a subcontractor
shall be an event of default under this Agreement, entitling City to terminate the Grantee's contract for cause.
3. A contract terminated under the foregoing Subparagraphs (B)(1)or(B)(2)is not in breach of contract and may
not be considered as such.
4. The City or Grantee or a subcontractor may file an action with the Circuit or County Court to challenge a
termination under the foregoing Subparagraphs (B)(1) or(B)(2) no later than 20 calendar days after the date
on which the contract was terminated.
5. If the City terminates the Agreement with Grantee under the foregoing Subparagraph (B)(1), Grantee may not
be awarded a public contract for at least 1 year after the date of termination of this Agreement.
6. Grantee is liable for any additional costs incurred by the City as a result of the termination of this Agreement
under this section.
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Exhibit 1 1 Project Description
Date(s) of Project: February 4, 5 & 24, 2023
Instructions:Describe the Project, in complete detail,as approved by the Cultural Arts Council.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 the Cultural Arts Council:
Funds were requested to support Orchestra Miami's performances of Kurt Weill's The Road
of Promise, an oratorio based on his opera "The Eternal Road", starring tenor Anthony
Dean Griffey as the Rabbi, Mark Delavan as Moses/Abraham/Jeremiah, and Elizabeth
Caballero as Rachel, and for the continuation of Orchestra Miami's "Beethoven on the
Beach" series at the Miami Beach Bandshell. This year's concert will feature Beethoven's
rarely heard 10th Symphony, which was left incomplete at his death, and realized by
musicologist Barry Cooper. The companion piece on the program will be Schubert's
"Unfinished" Symphony N. 8 in D Minor, D. 759.
Project 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.
The only changes to the project are the dates. The new dates are:
The Road of Promise- Feb 4 & 5, 2023
Beethoven on the Beach- February 24, 2023
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Exhibit 2-A: Total Project Budget
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 $4,000 I Admissions $35,000
Personnel -Technical Corporate support $15,000 $8,000
Personnel —Administration $5,000 Foundation support $50,000
Outside artistic $117,000
fees/services Individual support $26,037
City of Miami Beach Grant
Outside other fees/services $8,500 (must not exceed 50% of the $14,563
total,grant revenues)
Marketing/Publicity $11,000 Other Government Grants:
Space rental $8,700 $7,000 1. Federal
Utilities $770 2. State $10,000
Equipment rental $2,800 I Other: MDC CDG Grant(portion) $15,000
Office supplies $260 Other:
Other: Guest Artist Travel $1,050 Other:
Other: Guest Artist Housing $2,520 Other:
Other: Costumes/Props $2,500 Other:
Other: Parking $1,500 $1,000 Other:
Total cash expenses $165,600 Total cash revenues $165,600
Total in-kind revenues (may
Total in-kind expenses $8,000 not exceed 25% of the Total $8,000
Project Budget)
Total Project Expenses Total Project Revenues
(must equal or exceed 173 600 (must equal or exceed grant
grant award plus 1:1 award plus 1:1 matching 1 73)600
matching funds): funds):
Page 12
Exhibit 2-B: Grant Award Budget(Page 1 of 2)
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 the total
amount of Grant Funds.
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 during the Term of this Agreement. 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 occur
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.
Page 13
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 $14,563
Marketing/Publicity
Printing
Postage
Equipment Rental
Space Rental (Performance
Related Only)
Other Costs (itemize below)
1.
2.
3.
4.
5.
Total grant expenses(must $14,563
equal grant award):
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 2022-23 Fiscal Year.
• Proof of City logo and credit line in Project publications and advertisements.
• Proof of performance(s), such as programs, brochures, and flyers.
Page 14