First Amendment to Grant Agreement between CMB & Unidad of Miami Beach, Inc z(3 c j
MAR 4 — 2024
FIRST AMENDMENT TO GRANT AGREEMENT
THIS FIRST AMENDMENT TO GRANT AGREEMENT (this "First Amendment") is made
and entered into effective as of this 25th day of September, 2023 ("Effective Date"), by and
between the CITY OF MIAMI BEACH, a municipal corporation duly organized and existing under
the laws of the State of Florida (the "City"), and Unidad of Miami Beach, Inc., a Florida not-for-
profit corporation ("Grantee")(the City and Grantee each, a"Party"and collectively,the"Parties").
RECITALS
WHEREAS, City and Grantee are parties to that certain Grant Agreement dated
September 25, 2023 (the "Grant Agreement') pursuant to which the City awarded a grant under
the GO Bond for Arts and Culture Program ("GOBAC Program") in a total amount not to exceed
$767,000.00, which includes a grant award in the amount of $692,000.00 and a contingency in
the amount of$75,000.00, as set forth in greater detail below; and
WHEREAS, the Grant Agreement contemplates that the Grant Award is to be funded by
the City solely from the Bonds proceeds on a reimbursement basis for the purposes set forth in
the Agreement: and
WHEREAS, the Grantee may lack the necessary cash flow or other source of funds to
pay the expenses of designing, constructing and/or equipping the Project as they become due;
and
WHEREAS, the Grantee would like the ability to request that the City advance Grant
Award funds to Grantee in a manner that is consistent, to the extent reasonably feasible, with
Grantee's cash flow schedule and funding needs for the design and construction of the Project:
and
WHEREAS, on July 26, 2023, the Mayor and City Commission of the City of Miami Beach
approved the advance of Grant Award funds to certain GO Bond for Arts and Culture Program
grant recipient organizations, including Grantee, pursuant to Resolution No. 2023-32691 and
authorized the City Manager to sign this First Amendment with each such grant recipient,
including Grantee.
NOW, THEREFORE, in consideration of the premises, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, the
City and Grantee agree as follows.
AMENDMENT
1. Recitals; Section Headings; Defined Terms. The "Recitals" paragraphs above
are deemed to be part of the agreement of the Parties. The paragraph headings of this First
Amendment are for convenience and reference only and none of such headings shall limit or
amplify the meaning, application or construction of any of the provisions of this First Amendment.
Unless specifically defined in this First Amendment, capitalized terms used in this First
Amendment shall have the meanings ascribed to such terms in the Grant Agreement.
2. Advances. The following subsection is hereby inserted at the end of Section 2.5
of the Grant Agreement:
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"e. If Grantee lacks the necessary cash flow or other source of funding to pay
the expenses of designing, constructing and/or equipping the Project as they become due,
Grantee may request that up to ninety percent (90%) of the Grant Award be paid as advances in
installments (each such installment, an "Advance") based on Grantee's anticipated cash flow
needs as reflected in the Cash Flow Schedule, provided, (i) the amount of any Advance will not
exceed the lower of(A)twenty-five percent(25%) of the Grant Award (excluding the Contingency
unless the Grant Award has been increased to include the Contingency pursuant to Section 1.2)
and (B) Five Hundred Thousand Dollars ($500,000) and (ii)Grantee may not request an Advance
more than once in any thirty (30) day period, provided, the final ten (10%) of the Grant Award
shall not be advanced and shall be paid only as a reimbursement in accordance with the
provisions of Section 2.5(a). Notwithstanding the foregoing, the City Manager (or designee) may,
in their sole discretion and based on Grantee's demonstrated need and cash flow requirements,
authorize (x)the payment of a percentage greater than twenty-five percent(25%), (y)the payment
of a dollar value higher than $500,000 and/or(z)the processing of more than one advance request
within a thirty (30) day period. Furthermore, the City Manager (or designee) may, in their sole
discretion and based on Grantee's certified need, authorize payment of the final ten percent(10%)
as an Advance, except with regard to equipment, material or personal property. In order to
request an Advance, Grantee shall submit to the City a completed, signed certified, and notarized
advance request, in the form attached as Exhibit F hereto (or such other form as the City may
require)(each, an -Advance Request"), along with all Supporting Materials. Supporting Materials
for the first Advance Request should include proposals, contracts, estimates and other
documentation establishing the nature of the expenditure and the amount to be paid (collectively,
"Proposals and Estimates"). Supporting Materials for the second and subsequent Advance
Requests must include Proposals and Estimates in respect of such Advance as well as
documentary proof by Grantee that all amounts previously advanced have been used to pay for
permitted Project expenses as set forth in prior Advance Requests and otherwise in a manner
consistent with the terms of this Agreement. Provided that an uncured default does not exist, and
that Grantee is otherwise in compliance with the terms of this Agreement, the City will pay the
applicable Advance by check or wire transfer, as the City determines in its sole discretion, within
twenty-five (25) business days of its request of an acceptable Advance Request and all
Supporting Materials. Grantee understands and agrees that Advances to the Grantee will be
made solely in accordance with applicable state and federal laws. Any and all obligations of the
City shall be fully subject to and contingent upon the availability of funding solely from the GOBAC
Program funds. Prior to the submission of any Advance Request, Grantee shall supplement
Exhibit C to include the Cash Flow Schedule. Because delivery to, and possession by, Grantee
in Miami Beach, Florida are conditions precedent to receipt of Grant Award funding for purchases
of equipment, material or personal property, the final ten (10%) of the cost to purchase any
equipment. material or personal property shall be paid on a reimbursement basis and not as an
Advance. The foregoing requirement may not be waived by the City Manager (or designee).
3. Advance Request Form. Exhibit 1 hereto is hereby incorporated as Exhibit F to
the Grant Agreement.
4. Counterparts. This First Amendment may be executed in counterparts and by
electronic signature (e.g. via DocuSign, accompanied by the confirming e-signature certificate)
and may be transmitted by facsimile copy or e-mailed PDF file, each of which when so executed
and delivered shall be deemed to be an original and all of which, when taken together, shall
constitute one and the same instrument. Upon request by any party receiving an executed
counterpart by facsimile or PDF (by e-mail) to also receive an ink-signed original, the other party
shall provide original ink-signed signature pages as soon as practicable. but failure to do so shall
not affect the validity, enforceability, or binding effect of this First Amendment.
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5. Entire Amendment. This First Amendment sets forth the entire agreement of the parties
with respect to the subject matter hereof. All prior or contemporaneous understandings and
discussions, whether written or verbal, are entirely superseded by this First Amendment. Except
as amended by the express provisions of this First Amendment, the terms and conditions of the
Grant Agreement are hereby ratified and confirmed by the Parties and shall remain in full force
and effect. If there is any conflict between the terms and conditions of the Grant Agreement and
those set forth in this First Amendment, the terms and conditions in this First Amendment shall
govern.
[SIGNATURES ON FOLLOWING PAGE.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names by their duly authorized officials as of the date first set forth above.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
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Rafael�E.Gra ado a T. Hudak
City Clerk City Manager
ATTES . UNIDAD OF MIAMI BEACH, INC.
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Print Name Print Name
APPROVED AS:O ;BE;gw�
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EXHIBIT 1
(TO BE ATTACHED AS EXHIBIT F TO GRANT AGREEMENT)
"EXHIBIT F
FORM OF ADVANCE REQUEST
MIAMIBEACH
CITY OF MIAMI BEACH
ADVANCE REQUEST FORM
GRANT PROJECT No.:
GRANTEE NAME:
GRANTEE ADDRESS:
GRANTEE CONTRACT ADMINISTRATOR:
GRANTEE CONTRACT ADMINISTRATOR'S
E-MAIL ADDRESS:
REQUEST No.
NOTE:
Capitalized terms used herein and not otherwise defined shall have the meaning given to them in
the Grant Agreement, as amended by the First Amendment. Pursuant to the executed Grant
Agreement, Grantee shall submit to the City a completed, signed and notarized Advance Request
Form, along with (i) the monthly status report described in subsection (2.5 d), and (ii) all
appropriate supporting documentation, including, without limitation, the applicable contract
(including the schedule of values), licensing and insurance information for Contractors,
estimate(s), invoice(s), evidence of payment (receipts), warranty information and any other
documentation with respect to the Project which may be requested by the City Grant Manager
(collectively, the items identified in (i) and (ii), the "Supporting Materials"). Supporting Materials
for the first Advance Request should include proposals, contracts, estimates and other
documentation establishing the nature of the expenditure and the amount to be paid (collectively.
"Proposals and Estimates"). Supporting Materials for the second and subsequent Advance
Requests must include Proposals and Estimates in respect of such Advance as well as proof of
payment in respect of all amounts advanced pursuant to prior Advance Requests. Because
delivery to, and possession by, Grantee in Miami Beach, Florida are conditions precedent to the
receipt of Grant Award funding for purchases of equipment, material or personal property, the
final ten (10%) of the cost to purchase any equipment. material or personal property shall be paid
on a reimbursement basis and not as an Advance.
The Grantee shall be solely responsible for submitting all documentation required by this
Agreement. Project Costs shall be identified, tracked, accounted for. invoiced. and paid by
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Grantee in a manner that clearly distinguishes the Project Costs from other costs incurred by
Grantee. The City shall make Grant Disbursements to the Grantee by check or wire transfer, as
the City determines in its sole discretion. Grantee may not request an Advance more than once
in any thirty (30) day period unless the City Manager (or her designee) authorizes, in her sole
discretion, a higher frequency of Advance Requests based on Grantee's demonstrated need.
Provided that an uncured default does not exist, and that Grantee is otherwise in compliance with
the terms of this Agreement, the City will pay the applicable Advance within twenty-five (25)
business days of its receipt of an acceptable Advance Request and all Supporting Materials.
Grantee understands and agrees that Advances to the Grantee will be made solely in accordance
with applicable state and federal laws. Any and all obligations of the City shall be fully subject to
and contingent upon the availability of funding solely from the GOBAC Program funds.
Amount of Grant Award:
Less Previous Total Disbursements: i
Balance Available:
Funds Requested this Advance
Certification of Need and Payment: On behalf of Grantee, under penalties of perjury, (a) I
represent and warrant that Grantee lacks the necessary cash flow or other source of funding to
pay the expenses of designing and constructing the Project as they become due, (b) I certify that
the above expenses are necessary and reasonable for the completion of the Project and in
accordance with the terms and conditions set forth in Grant Agreement and (c) I further warrant
and represent that these expenses have not been, and will not be, covered by any other third
party funding source, including under any other separate agreement between the City and
Grantee or any other grant agreement between the Grantee and any other party.
Grantee
Report Prepared By:
Name Signature/Date
STATE OF FLORIDA
COUNTY OF MIAMI DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this day of , 20 , by_(name) , as
_(title) for (company) . He/she ( ) is personally known to me
or ( ) produced as
identification.
Notary Public
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Print Name:
My Commission Expires:
City of Miami Beach
Report Reviewed By:
Name Signature/Date
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MIAM1BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
Office of the City Manager
Tel: 305-673-7010, Fax:305-673-7782
TRANSMITTAL
TO: Alina T. Hudak, City Manager SENT VIA: Hand
CC: Eric T. Carpenter, Deputy City Manager
CC: Rafael Granado, City Clerk
FROM: Maria Hernandez, GO Bond Program Director )A,I
DATE: February 28, 2024
SUBJECT: G.O. Bond for Arts & Culture Grant Agreement
and First Amendment to Grant Agreement
Miami Beach Hispanic Community Center (Coral Rock House)
Attached please find the boilerplate template Grant Agreement and First Amendment
Agreement for the Unidad of Miami Beach, Inc. There were a few changes made to the City
Commission boilerplate Grant Agreement document as itemized below:
1. Some insurance requirements were reduced following discussion with Risk
Management. (4.1 and 4.2)
2. Bond requirement was eliminated following discussion with Risk Management. (4.2)
3. We agreed to remove requirement that architect's (STA's) insurance provide waiver
of subrogation. In consideration, Unidad agreed to indemnify the City in the unlikely
event a party makes a claim for subrogation against the City. (4.4)
4. We agreed to remove requirement that architect (STA) must indemnify the City. In
consideration, Unidad will indemnify the City for any claim for which STA would be
required to indemnity the City. (4.5).
Both agreements been signed by the Grantee and form approved and reviewed by the City
Attorney's office and Facilities Management. Resolution No. 2023-32592 authorized the
issuance of this Grant and Resolution No. 2023-32691 authorizes the issuance of the
Amendment.
Please sign where indicated so I may send to the City Clerk for final execution.
We are committed to providing excellent public service and safety to a//who rive, work,and play in our vibrant,tropical,historic community