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CMB Cultural Affairs Program & Cultural Arts Council Fiscal Year 2023/2024 Grant Agreement ( Patrons of Exceptional Artists, Inc)2023_3 285� MIAMI BEACH City of Miami Beach Cultural Affairs Program and Cultural Arts Council DEC 2 6 2023 Fiscal Year 2023/24 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: Patrons of Exceptional Artists, Inc. Grantee Contact: Giselle Brodsky Mailing Address: 20191 E. Country Club Drive, Ste. 709 City, State, Zip: Aventura, FL 33180-3017 Phone: 305-935-5115 E-mail: giselle@miamipianofest.com Cultural Anchor: Yes = No Federal Tax ID No.: 65-0758284 2 Grant amount: $ 19,745.00 ("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 50010 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. The final Grant amount is subject to the City Commission's approval of the revised budget attached to Resolution 2023-32785 as Exhibit E 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. a Contract effective date: October 1, 2023 ra Contract submission deadline: December 15, 2023 7. Expenditure deadline: September 30, 2024 8 Final Report deadline: Submit on GoSmart no later than October 14, 2024 CITY OF MIAMI BEACH: Attest: c e fit° 2 6 2023 City of Miami Beach Mayor n80^d80)N1` GRANTEE: gnature Print Name and Title STATE OF FLORIDA, COUNTY OF MIAMI-DADE • Approved as to form and language and for execution City Attorney Date The foregoing in ment II w s acknowledged before me this n ay�of 2023, by G tS2 �0. rO0._- �A of Wow S of of-or-rro orporation. He/She is personally knoWkto me or has produced '-t� ' J>p �C - as "Y ep FANNY LEON Signature of N7tE otary Public - State of F!ortda 9 Commission # HH 0 788 Ny Comm. Expires Jul 2a, 2024 ndl through National Notary Asst. Notary Name: Notary Public, State of Flo a My Commission Expires. Z02� Page 2 Article II / 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 2-13). 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 Page 3 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 II-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 Page 4 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 Il, 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 Il, 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. Page 5 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 1-1 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 III / 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, Page 6 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. Page 7 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(cDMIAMIBEACHFL.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: 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 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 (13)(1) or (13)(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 (13)(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. Page 10 Exhibit 1 / Project Description Date(s) of Project: January 27-28, 2024; March 9-10, 2024; April 13-14, 2024. 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: City of Miami Beach funding partnership is sought to support the 26th annual Miami International Piano Festival Discovery Series to be held at The Wolfsonian-FIU from January through April 2024. Six concert evenings total will showcase the finest pianists including: January 27 ANNA TSYBULEVA (Russia) January 28 YOAV LEVANON (Israel) March 9 LUIS URBINA (USA/ Venezuela) March 10 WOUTER VALVEKENS (Belgium) April 13 CHRISTIAN BUDU (Brazilian) April 14 JACOB MASON (USA) 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. City of Miami Beach funding will support the 26th annual Miami International Piano Festival Discovery Series to be held at The Wolfsonian-FIU from January through April 2024. Six concert evenings total will showcase the finest pianists including: January 27 JACOB MASON (USA) January 28 ILLIA OVCHARENKO (Ukraine) March 9 CHRISTIAN BUDU (Brazilian) March 10 SERGEY BELYAVSKY (Russia) April 13 WOUTER VALVEKENS (Belgium) April 14 ANTONY RATINOV (USA) NOTE: Three artists are different from those originally proposed, but concert dates and location remain the same. These programs have not yet been presented in Miami Beach. Page 11 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 8,000 Admissions 14,250 Personnel - Technical 2,000 Corporate support 5,000 5,000 Personnel — Administration 5,000 Foundation support 2,500 Outside artistic fees/services 12,000 Individual support 9,305 6,500 Outside other fees/services 1,800 6,500 City of Miami Beach Grant (must not exceed 50% of the total grant revenues 19,745 Marketing/Publicity 4,900 Other Government Grants: Space rental 10,000 1. Federal Utilities 2. State Equipment rental 7,500 Other: Miami -Dade County 12,000 Office supplies Other: Other: video/audio 12,000 Other: Other: production 2,800 Other: Other: event staff 1,800 Other: Other: Other: Total cash expenses Total cash revenues 62,800 Total in -kind expenses,500 W Total in -kind revenues (may not exceed 25% of the Total Project Budget) 11,500 Total Project Expenses (must equal or exceed grant award plus 1:1 matching funds): 74,300 Total Project Revenues (must equal or exceed grant award plus 1:1 matching funds): 74,300 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 8,000 Marketing/Publicity Printing Postage Equipment Rental 3,745 Space Rental (Performance Related Only) 5,500 Other Costs (itemize below) 1. Video/Audio 2,500 2. 3. 4. 5. Total grant expenses (must equal grant award): 19,745 Required supporting materials for final reports: • Grantees with an operating budget of $100,000 or more and file a formal IRS Form 990 shall only need to provide the most recent IRS 990 filing as proof of payment. If the grantee has an operating budget of below $100,000 and/or files an IRS 990N/ 990EZ, then said 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 designated Fiscal Year. • Grantees are required to keep valid documents and records for up to five (5) years after the fiscal year is complete. • Proof of City logo and credit line in Project publications and advertisements. • Proof of performance(s), such as programs, brochures, and flyers. Page 14