Grant Agreement between the CMB and New World Symphony, Inc. Z c�2�' — �3� ��
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GRANT AGREEM�NT
This GRANT AGREEMENT (the "GranY'or the "Agreement") is entered into this day
of , 2025, with an effective date of May 21, 2025 (the "Effective Date"), by and
between the City of Miami Beach, Fiorida, a municipal corporation duly organized and existing
under the laws of the State of Florida (the "City" or"Grantor"), and New World Symphony, Inc., a
Florida not-for-profit corporation ("NWS" or "Grantee") (the City and NWS each, a "Party" and
collectively, the "Parties").
RECITALS
WHEREAS, the City and NWS entered into an Agreement of Lease dated as of January
5, 2004, as amended by that certain Memorandum of Lease and Possession Date Certificate,
dated February 25, 2008, and recorded on March 17, 2008, in Official Records Book 26272, at
Page 3696, of the Public Records of Miami-Dade County, Florida, pursuant to which the City
leased to NWS certain real property, more particularly described in that certain survey prepared
by Stoner&Associates, Inc., incorporated herein by reference and attached as Exhibit"A" hereto
(the "Land");
WHEREAS, the City and NWS entered into a Development Agreement, dated as of
January 5, 2004, as amended by that certain First Addendum to Development Agreement, dated
February 20, 2007, and Second Addendum to Development Agreement, dated as of July 9, 2009
(collectively, the "Development AgreemenY') setting forth, among other things, the City's and
NWS' respective responsibilities and agreement to coordinate and cooperate in the planning,
scheduling and approval of the development, design and construction of: (i) a performance,
educational and internet broadcast facility(the"Building"}, together with certain related amenities,
facilities and other infrastructure improvements, all on the Land, subject to the terms and
conditions of the Lease; (ii) a public municipal parking garage to be designed, developed and
constructed by NWS, on the City's behalf, and owned and operated by the City at its sole cost
and expense, on City-owned property adjacent to the Land (the "Garage"); and (iii) a park owned
by the City, to be located adjacent to the Land, bounded on the west by the Land, bounded on
the north by 17th Street, bounded on the east by Washington Avenue, and bounded on the south
by �incoln Lane, and currently known as "SoundScape Park;"
WHEREAS, the Building features an external video system (the "NWS Video System")
displaying musical and other cultural performances and works of art, which is conceived as a
videographic element of the Building itself, located on the surface of the east wall at the northern
end of the Building (the "Video Wall"}, along with an audio system component situated in the
Building and on the Land (the "NWS Audio System");
WHEREAS, SoundScape Park features an external audio system (the "City A�adio
System") capable of complementing and working in tandem with the NWS Video and the NWS
Audio System;
WHEREAS, pursuant to Section 6.2 of the Lease, on or about November 29, 2007, the
City and NWS entered into a Video and Audio System Agreement (the "AgreemenY') for the
operation, scheduling and content of the programming of the external video and audio systems;
WHEREAS, since its debut in January 2011, the City and NW5 have worked
collaboratively to make SoundScape Park a world-class cuitural destination attended by tens of
thousands of visitors each season;
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WHEREAS, some examples of this collaboration include WALLCASTO concerts, offering
� live classical music performances throughout the season, Pre-Concert Chats an hour before each
WALLCAST O, and SoundScape Cinema Series held in SoundScape Park each Wednesday
evening October-May, all of which are free and open to the public;
WHEREAS, in response to this demand, SoundScape Park improvements were included
as part of the General Obligation Bond (the "G.O. Bond") program approved by the electorate of
the City of Miami Beach on November 6, 2018;
WHEREAS,on May 21, 2025, the City Commission approved Resolution No. 2025-33697,
authorizing the issuance of a Grant to NWS for the replacement of the City Audio System (the
"Replacement Audio System") in SoundScape Park, to be funded from the 2018 G.O. Bond and
from savings in a related SoundScape Park project reallocated to this Project (collectively, the
"Funding Allocation"), as follows:
a) $1,600,000 from the 2018 G.O. Bond; and
b) $290,000 from savings in project No. #23328;
WHEREAS, the Parties agree to coordinate the planning, scheduling and approval of the
design, purchase and installation of the Replacement Audio System (collectively, the "Project"),
with NWS being responsible for the purchase, development, installation and implementation of
the Project and the City being responsible for the payment, on a reimbursement basis, of the
costs for the Project, in an amount not to exceed $1,890,000, as more particularly described in
the budget attached hereto as Exhibit B and incorporated herein;
WHEREAS, consequently, the parties wish to memorialize their respective
responsibilities, as more particularly set forth herein; and
WHEREAS, the City staff member who is designated by the City Manager to administer
this Agreement shall be Daniel Alzuri, Assistant Director of Facilities Management(the"City Grant
Manager").
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree to amend the Agreement as follows:
ARTICLE 1
GRANT
1.1 Recitals. The Recitals above are true and correct and are incorporated herein by reference.
1.2 Award of Grant; Contingen�. The City hereby awards a grant to Grantee in the aggregate
sum o# $1,846,071.00 (the "Grant Award"), to be funded by the City solely from the Funding
Allocation on a reimbursement basis, for the design, purchase and installation of the Project
and/or to acquire equipment for the Project (subject to the limitations in Section 1.4). The City
shall have no obligation to disburse to Grantee any portion of the Grant Award which remains
unused at the completion of the Project and Grantee shall have no claim to such unused portion
of the Grant Award. The City Manager, or his designee, may increase the Grant Award by an
amount not to exceed $43,929 (the "Contingency") if the Grantee establishes, to the reasonable
satisfaction af the City Manager, or his designee,with appropriate documentation,that unforeseen
conditions or other factors beyond the reasanable control of the Grantee have resulted in
increased costs for the Project, provided (a) the use of Contingency funds must satisfy all
requirements and comply with all restrictions applicable to the use of Grant Award funds, including
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' without limitation the requirements set forth in Section 1.5 below and (b)the Contingency may not
� be used by Grantee to alter or expand the Project scope as set forth in Exhibit B.
1.3 Funding Continqencies. The City's obligation to fund all or any portion of the Grant Award
is subject to and contingent upon (a) issuance of the G.O. Bonds and (b) such funding continuing
to be allowed and permissible pursuant to applicable law, as same may be amended from time to
time. If (x) the G.O. Bonds are not issued for any reason or (y) the City's performance and
obligation to Grantee with respect to the Grant Award is disallowed or rendered impermissible by
applicable law, then City's obligation to fund the Grant Award shall be extinguished, and neither
Party shall have any further liability or obligation to the other with respect to the Grant Award or
this Agreement, except for any liability or obligation which expressly survives the term of this
Agreement.
1.4 Use of Grant Award. Grantee may use the Grant Award disbursed to Grantee by the City
pursuant to the terms of this Agreement solely to pay for capital expenditures as defined in Treas.
Reg. Section 1.150-1' and may not be for any other purpose including to pay for operating
expenses, ordinary maintenance and repairs, or to acquire equipment having a useful life of less
than one year. Grant Award funds may be used to pay for costs of project supervision by an
owner's representative or by Grantee's own employees, provided (i) such costs must constitute
capital expenditures as defined in Treas. Reg. Section 1.150-1 and (ii) if an employee of Grantee
or an affiliate provides supervision, only such portion of such employee's base salary,
employment taxes and employer-provided benefits as is directly related to Project supervision
may be reimbursable with Grant Award funding, and Grantee shail cause such employee to
maintain daily time records so that an appropriate allocation may be determined. Not more than
fifteen percent (15%) of the Grant Award may be used to pay for architectural and engineering
services required to develop and submit all construction documents and other submittals
(including revisions) necessary to obtain all permits for the Project, as weli as all other so-called
"design costs," including without limitation interior design, lighting design, sound design and
landscaping design.
1.5 Substantial Comqletion of the Proiect. Grantee shall use commercially reasonable best
efforts to ensure the Project achieves Substantial Completion (as defined below) on or before
December 31, 2025, For purposes of this Agreement, "Substantial Completion" means
(a) If the Project (or portion thereof) entails construction, the date when the work
constituting the Project, as certified in writing by the Grantee and the lead Consultant {i.e.,
the "architect of record" or the "engineer of record," as the case may be), if any, has been
developed, designed, engineered and constructed in accordance with the applicable contract
documents such that all conditions of permits and regulatory agencies have been satisfied
and the Project is ready for occupancy, utilization and continuous commercial operation for
the uses and purposes intended by the Grantee, without material interference from
incomplete or improperly completed work and with only minor punch list items remaining to
be completed, all as reasonably determined by the Consultant, and evidenced by (1) the
issuance of a Certificate of Occupancy or Certificate of Completion by the authority having
jurisdiction (if applicable); and (2) the issuance of a Certificate of Substantial Completion by
the lead Consultant for any portion of the Project for which a Consultant was engaged. .Final
acceptance by the City shall not occur until Substantial Completion of the Replacement Audio
System has occurred, the testing phase has been completed, and the City has accepted the
performance of the Replacement Audio System.
' Treas. Reg. Section 1.150-1(b) defines "capital expenditure" as: any cost of a type that is properly
chargeable to capital account . . .under general Federal income tax principles. For example, costs incurred
to acquire, construct, or improve land, buildings, and equipment generally are capital expenditures.
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(b) if the Project(or portion thereof)entails the purchase of equipment, the date that such
equipment has been installed in accordance with all applicable manufacturer instructions and
building codes such that the Grantee will be able to use such equipment for its intended
purpose(s).
On or before the Substantial Completion date of the Project, Grantee shall submit to the
City:
i.applicable contract documents relating to the Project(or portion thereof);
ii.copies of all agreements, permits, and licenses, and all insurance policies or
certificates, if any, pertaining to the Project (or portion thereof);
iii.all manufacturers, suppliers' and subcontractors' warranties duly assigned to
Grantor(the "Warranties), and all maintenance and operating instructions pertaining
to the completed work; including the standard manufacturer's warranty for all fixtures
and equipment purchased in relation to the Project (or portion thereof) and a
minimum one(1)year warranty for all work contracted or associated with the Project;
iv.bills of sale, purchase documentation, or assignments evidencing title for the Project
(or portion thereof) vesting in Grantor; and
v.any other documents or information which the City Manager may reasonably request
in connection with the Project.
1.6 Contractors and Desiqn Consultants. The contractors hired by Grantee in connection with
the construction of the Project may be individually referred to as a "Contractor" or collectively
referred to herein as "Contractors." The lead architect or lead engineer, as applicable, retained
by Grantee in connection with the design of the Project is referred to herein as the "Consultant."
The Contractors and Consultant shall hold all required licenses to perform the services under the
contract and shall not be a Contractor or Consultant who is currently debarred or otherwise not in
good standing with the City.
1.7 Public Purpose: The Grant awarded herein is the result of a finding by the City, based on
representatives, documents, materials and other information supplied by Grantee, that the
Grantee is performing a public purpose through the programs, prajects, 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.
1.8 Maintenance: Following completion and acceptance by the City of the Replacement Audio
System, and excepting all warranted parts and repairs, the City shall maintain the Replacement
Audio System at its sole cost.
ARTICLE 2
BUDGET AND FUNDING
2.1 Proiect Cost. As referenced in this Agreement, the"Project CosY' shall mean the hard and
soft capital costs necessary for the canstruction of the Project and/or the acquisition of equipment
necessary to implement the Project. Grantee has estimated that the total Project Cost shall be
$1,890,000 (the "Budget"), as more particularly set forth in Exhibit B hereto. Exhibit B reflects all
sources of funding for the Project, and the sum of such sources must equal or exceed the Budget.
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Prior to the submission of any Reimbursement Request (as defined below), Grantee shall
supplement Exhibit B to include a cash flow schedule detailing enticipated dates and amounts to
be received from other Project funding sources, if any, and estimated dates and amounts of
payments due to the Consultant, Contractors and other third parties (the "Cash Flow Schedule").
If at any time the Grantee anticipates that the actual Project Cost will exceed the Budget, Grantee
shall provide immediate written notice to the City which shall include: (a) a revised, detailed cost
estimate for the Project Cost and (b) documentary evidence reasonably satisfactory to the City
regarding Grantee's sources of funding for all costs in excess of the Budget. Grantee shall be
permitted to modify the Budget to increase any line item(s) by decreasing other line item(s) to
account for changes in actual costs so long as such modifications do not alter the scope of the
original Project or reduce the useful life of assets acquired with the Grant Award. If Grantee
wishes to revise the scope of the Project to enable it to complete the Project within the Budget,
the Grantee must obtain the approval of the City Commission.
2.2 Grantee Solely Responsible for Proiect Expenses and Cost Overruns. The Grantee
agrees to be responsible for all work perFormed and all expenses incurred in connection with the
Project. The Grantee may contract as necessary to complete the Project, including entering into
contracts with vendors for services and commodities, provided that it is understood by the Grantee
that the City shall not be liable to any such vendors for any expenses or liabilities incurred
pursuant to any contracts or agreements the Grantee may enter into with such vendors, and that
the Grantee shall be solely liable to all such vendors for all expenses and liabilities incurred under
such contracts or agreements. Without limiting the generality of the foregoing, the City shall have
no obligation to fund any Project Cost in excess of the Grant Award.
2.3 Grant Managers. Each of the City and the Grantee shall designate an individual to serve
as grant manager (the "City Grant Manager" and "Grantee Grant Manager," respectively). The
initial City Grant Manager shall be the Assistant Director of the Facilities and Fleet Management
Depa�tment, as specified in the recitals, and the initial Grantee Grant Manager shall be Cesar
Sepulveda. If a different grant manager is designated by either Party after execution of this
Agreement, notice of the name and contact information of the new grant manager will be
submitted in writing to the other Party and maintained in the respective parties' records. A change
of grant manager does not require a formal amendment or change order to the Agreement.
2.4 Administration of Grant Award by Grantee, The Grantee shall administer the Grant Award
responsibly and in accordance with reasonable general accounting standards, including by
developing and adhering to a Project budget based upon reasonable estimates of expenditures
necessary to complete the Project within the Budget. All expenditures will be subject to the terms
of this Agreement.
2.5 Reimbursement Requests, Monthly Proqress Reports and Pavments. Subject to the terms
and conditions of this Agreement, the Grant Award shall be paid by the City to Grantee as follows:
a. The Grant Award shall be paid to Grantee in installments on a reimbursement
basis (each such installment, a "Grant Disbursement"). In order to request a Grant
Disbursement, Grantee shall submit to the City a completed, signed and notarized
reimbursement request, in the form attached as Exhibit C hereto (or such other form as the
City may require)(each, a"Reimbursement Request"), along with (i)the monthly status report
described in subsection (d) below, and (ii) all appropriate supporting documentation,
including, without limitation, the applicable contract (including the schedule of values),
licensing and insurance information for Contractors, Contractor payment applications,
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 Materiais"). Any
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Reimbursement Request for purchases of equipment, materials or personal property shall
j require (A) that the purchase of such equipment, materials or personal property qualify as a
capital expenditure pursuant to Treas. Reg. Section 1.150-1(b) and related I.R.S. guidance,
as determined by the City in its sole discretion, and (B) documentation that such equipment,
materials and/or personal property have been delivered to Grantee, and are in Grantee's
possession, in Miami Beach, Florida, as conditions precedent to payment. The Grantee shall
be solely responsible for submitting all documentation required by this Agreement.
b. Project Costs shall be identified, tracked, accounted for, invoiced, and paid by
Grantee in a manner that clearly distinguishes the Project Costs from other costs incurred by
Grantee. The City shall make Grant Disbursement to the Grantee by check or wire transfer,
as the City determines in its sole discretion. Grantee shall submit to the Ciry Grant Manager
a Reimbursement Request together with all Supporting Materials on or before the 15th of
each month for any sums expended in connection with the Project for the preceding month.
Provided that an uncured default does not exist, and that Grantee is otherwise in compliance
with the terms of this Agreement, the City will make the Grant Disbursement within twenty-
five (25) business days of its receipt of an acceptable Reimbursement Request and all
Supporting Materials. Grantee understands and agrees that reimbursements to the Grantee
will be made solely in accordance with applicable state and federal laws. Any and all
reimbursement obligations of the City shall be fully subject to and contingent upon the
availability of funding solely from sources designated in this Agreement.
c. Grantee shall also be responsible for reporting in the Monthly Status Report, on a
continuous, on-going basis any contractual relationship established to perform work or
services on the Project, inciuding start date and project schedule, reflecting a target
Substantial Completion date not later than December 31, 2025. Additional reports may be
required at the discretion of the City Manager or her designee.
d. To demonstrate that the Grant Award has been used in accordance with the
description of the Project as reflected in Exhibit B and the Budget as outlined in Exhibit B,
and that Grantee has met and fulfilled all requirements as outlined in this Agreement, Grantee
shall submit a Monthly Status Report to the City on or before the 15th day of each month
(whether or not a Reimbursement Request is Submitted), to include, at a minimum, (i}a brief
narrative describing the Project status, (ii) a spreadsheet reflecting the actual expenditures
as of the end of the preceding month compared against the Budget, (iii) an updated Project
schedule, if applicable, and (iv}a certification by an officer of Grantee that Grantee is meeting
or has fulfilled all Project and financial requirements.
2.6 Bank Accounts. Monies received pursuant to this Agreement shall be kept in accounts in
established Florida banks, credit unions or savings and loan associations whose identity shall be
disclosed in writing, with the identity and title of individuals whom the Grantee authorizes to
withdraw or write checks on Grant Award funds from the banking institution identified in the bank
account disclosure.
2.7 Expenditure Deadline. The Grantee shall spend or commit all of the Grant Award on or
before January 31, 2026 (the "Expenditure Deadline"). Any Grant Award funds not spent or
committed by the Expenditure Deadline or for which a Project extension has not been requested
shall revert to the City and this Agreement shall be terminated in accordance with the provisions
of this Agreement. A Project extension may be requested in writing from the City Manager at least
thirty (30) business days prior to the Expenditure Deadline. The City Manager may, in her sole
discretion, grant an extension of up to one(1)year from the Expenditure Deadline so long as such
extension will not significantly alter the Project including its quality, impact, or benefit to the
organization, the City or its residents. Additional extensions (not to exceed one (1) year in any
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event} may be authorized by the City Commission if the Grantee can document in a written
request sufficient Project progress and good cause for such additional extension.
2.8 Pavment Does Not Constitute Waiver of Claims or Warranties. Notwithstanding anything
contained in this Agreement, payment of the Grant Award shall not constitute a waiver of claims
by the City for: (i) faulty or defective work or product(s); (ii) failure of the work to be in strict
accordance with the approved final plans and specifications for the Project; or (iii) the terms of
any warranties required by the applicable contract documents. The Grantee shall use best efforts
to process and resolve claims for defects and/or warranty issues expeditiously. All warranties
shall commence on the date of Substantial Completion of the Project (or portion thereof), unless
otherwise provided.
2.9 Annual Report. In addition to the monthly reports required pursuant to Section 2.5(d),
above, Grantee shall submit on or prior to September 30th of each year from the date of execution
of this Agreement through the expiration or termination of this Agreement, a written report to the
City Manager demonstrating that Grantee is fulfilling its purpose and has complied with all
applicable City, Miami-Dade County, state and federal requirements. The City Manager may also
request that a compilation statement and/or independent financial audit and accounting for the
expenditure of the Grant Award funds be prepared by an independent certified public accountant
at Grantee's expense.
2.10 Final Report. In addition to the monthly and annual reports required pursuant to Sections
2.5(d) and 2.9, above, within thirty(30)days of completion of the Project, the Grantee shall submit
a final written report to the City Manager demonstrating that Grantee is fulfilling its purpose and
has complied with all applicable City, Miami-Dade County, state and federal requirements, and
which report shall include, at a minimum: (a) the date the Project (or area of the facility
incorporating the Project) was placed in service (b) the useful life of the Project, and (c) the
arnount of the Grant Award applied for each asset or improvement constituting the Project.
2.11 Failure to Submit Reports. Failure by the Grantee to submit the reports required pursuant
to Section 2.5(d), 2.7 and 2.9 shall constitute a default, and the City Manager may, subject to any
applicable cure period set forth in Article 6, terminate this Agreement in accordance with the
provisions of Article 6. Further, the City Manager must approve these reports for the Grantee to
be deemed to have met all conditions of the Grant Award.
ARTICLE 3
MONITORING AND AUDITING
3.1. Proqram Monitorinq and Evaluation. Commencing on the date of commencement of
construction for the Project (or if the Project does not entail construction, commencing upon
receipt of the first Reimbursement Request)and continuing through the date of acceptance of the
Project by the City, the City Manager may monitor and conduct an evaluation of the Grantee's
Project, which may include visits, upon reasonable notice, by City representatives to: observe the
construction and implementation of the Project and to confirm Grantee's compliance with the
terms of this Agreement, including without limitation the requirements set forth in Section 1.4.
Upon request, the Grantee shall provide the City Manager with notice of all general activities that
benefit the public and Project-related events. In the event the City Manager concludes, as a result
of such monitoring and/or evaluation, that the Grantee is not in compliance with the terms of this
Agreement, then the City Manager must provide in writing to the Grantee, within thirty (30)
business days of the date of said monitoring/evaluation, notice of the inadequacy or deficiencies
noted which may significantly impact on the Grantee's ability to complete the Project within a
reasonable time frame or otherwise fulfill the terms of this Agreement. If Grantee refuses or is
unable to address the areas of concern within thirty (30) calendar days of receipt of such notice
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from the City Manager, then the City Manager may, in his or her sole discretion, take other actions
which may include reduction or rescission of the Grant Award, or withholding Grant Award funds
until such time as the Grantee can demonstrate that such issues have been corrected. Further,
in the event that the Grantee uses any portion of the Grant Award for costs not associated with
the Project or that do not constitute capital expenditures (collectively, "Non-Project Costs") and
the Grantee refuses or is unable to replace the amount so used into the Grant Award bank account
within thirty (30) calendar days from the date such unauthorized use is discovered, then the City
Manager may request the repayment to the City of such portion of the Grant Award that the City
Manager, in his or her discretion, determined was used to pay for Non-Project Costs. The Ciry
Manager may also institute a moratorium on applications from the Grantee to City grants
programs for a period of up to one (1) year or until the deficient areas have been addressed to
the satisfaction of the City Manager, whichever occurs first.
3.2. Accountinq, Financial Review, Access to Records and Audits bv Citv Manaqer. The
Grantee shall maintain accurate and complete books and records for all receipts and expenditures
of the Grant Award and the Project in conformance with reasonable general accounting standards
(the "Grant Books and Records"}. The Grant Books and Records, as well as all documents
pertaining to payments received and made in conjunction with the Grant Award, such as
vouchers, bills, invoices, receipts and canceled checks, shall be retained in a secure place and in
an orderly fashion in a location within the City of Miami Beach by the Grantee for at least three
(3)years after the later of: (a)the Expenditure Deadline specified in Section 2.7; (b)the extended
Expenditure Deadline, as approved by the City Manager, if any; (c) the completion of a City
requested or mandated audit or compliance review;or the(d)conclusion of a legal action involving
the Grant Award, the Grantee and/or Project or activities related to the Grant Award (the period
determined pursuant to the foregaing, the "Audit Period"). The Grantee shall use reasonable
commercial efforts to maintain the Grant Books and Records in such a manner that it will not be
unduly costly or difficult for the City to segregate, ascertain or identify the use of the Grant Award
and to determine Grantee's compliance with the terms and conditions of the Grant during an audit
by the City. The City Manager may examine the Grant Books and Records at the Grantee's offices
or other site approved by the City during regular business hours and upon reasonable notice. A
representative of Grantee will be permitted to be present during the examination of Grant Books
and Records. Furthermore, the City Manager may, upon reasonable notice and at the City's
expense, audit or have audited all financial records of the Grantee, whether or not purported to
be related to the Grant Award or the Project.
3.3. Inspector General Audit Riqhts.
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 inciude 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 the Grantee, its officers,
agents and employees, lobbyists, City staff and elected officials to ensure compliance with the
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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 the Grantee, the 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 the 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 righ`t to inspect and copy all documents and
records in the 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
successfui 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. The 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
contract, for examination, audit, or reproduction, until three (3) years after final payment under
this contract or for any longer period required by statute or by other clauses of this contract. In
addition:
i. If this contract is completely or partially terminated, the Grantee shali make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
ii. The Grantee shall make available records relating to appeals or to litigation or the
settlement of claims arising under or relating to this contract until such appeals,
litigation, or claims are finaily resolved.
F, The provisions in this section shall apply to the Grantee, its officers, agents,
employees, subcontractors and suppliers. The Grantee shall incorporate the provisions in this
section in all subcontracts and all other agreements executed by the Grantee in connection with
the performance of this contract.
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 the Grantee or third parties.
ARTICLE 4
INSURANCE AND INDEMNIFICATION
4.1 Insurance Reauirement for Grantee. Grantee shall provide, or cause to be provided, and
maintain, or cause to be maintained, in force at all times during the Project, at its sole cost and
expense, the following types of insurance coverage throughout the Term of the Agreement or until
final acceptance of the Project, whichever is later:
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a. Worker's Compensation Insurance as required by Florida Statute 440, with
Employer's Liability Insurance, with no less than $1,000,000 per accident for bodily
injury or disease; and
b. Commercial General Liability Insurance on an occurrence basis,
contractual liability, property damage, bodily injury and personal & advertising injury
with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate.
4.2 Insurance Re4uirement for Contractors. Each Contractor for the construction of the Project
(or any portion) shall purchase and maintain the following insurance coverages:
a. Worker's Compensation Insurance as required by Florida Statute 440, with
Employer's Liabiiity Insurance, with no less than $1,000,000 per accident for bodily
injury or disease;
b. Commercial General Liability Insurance on an occurrence basis,
contractual liability, property damage, bodily injury and personal & advertising injury
with limits no less than $1,000,000 per occurrence and $2,OQ0,000 aggregate.
c. Automobile Liability Insurance covering all owned, non-owned and hired
vehicles used in connection with the work, in an amount not less than $1,000,000
combined single limit per occurrence, for bodily injury and property damage;
d. Builder's Risk insurance utilizing an "All Risk" coverage form, with limits
equal to the completed value of the contract for the construction of the Project and no
coinsurance penalty provision. The City of Miami Beach and Grantee shall be a Loss
Payee with respect to this coverage.
e. A payment and performance bond (the "P&P Bond") of the form and
containing all the provisions set forth in this Section. The P&P Bond shall be in the
form of dual obligee bonds from the Contractor, naming the City and Grantee as dual
obligees. The P&P Bond shall be in the amount of one hundred percent (100%) of the
contract amount, guaranteeing to City and Grantee the completion and performance
of the work under the contract and payment of all subcontractors. The P&P Bond shall
continue in effect for one year after completion and acceptance of the Project with
liability equal to one hundred percent (100%} of the cost of the work, or an additional
P&P Bond shall be conditioned that Grantee will, upon notification by City, correct any
defective or faulty work or materials which appear within one year after compfetion of
the Work. The surety company shall have at least the following minimum ratings in the
latest revision of BesYs Insurance Report:
Amount of Bond Ratinqs Cateqory
500,001 to 1,020,000 B+ Class I
1,020,001 to 2,000,000 B+ Class II
2,000,001 to 5,000,000 A Class III
5,000,001 to 10,000,000 A Class IV
10,000,001 to 25,000,000 A Class V
25,000,001 to 50,000,000 A Class VI
50,000,001 or more A Class VII
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4.3 Insurance Reauirement for Consultant. The Consultant shall provide, or cause to be
provided, and maintain, or cause to be maintained, in force at all times during the Project the
foilowing insurance coverages:
a. Professional Liability Insurance with limits of liability provided by such
policy not less than One Million Dollars ($1,000,000.00) each claim to assure City the
indemnification specified in Section 4.5. Such policy may carry a commercially
reasonable deductible, not to exceed One Hundred Thousand Doliars ($100,000.00)
for each claim. The Certificate of Insurance for Professional Liability Insurance shall
reference the applicable deductible and the Project.
b. Comprehensive General Liability with minimum limits of One Million Dollars
{$1,000,000.00) per occurrence combined single limit for Bodily Injury Liability and
Property Damage Liability and Two Million Dollars ($2,000,000) aggregate.
4.4 General Provisions Applicable to Insurance. The following provisions shall appiy to
insurance required to be provided by the Grantee, Contractors and Consultant.
a. The City of Miami Beach must be covered as an additionai insured with
respect to liability arising out of work or operations performed by or on behalf of
Grantee.
b. Grantee hereby grants, and shall cause each Contractor and the
Consultant to grant, a waiver of any right to subrogation which any insurer of Grantee,
Contractor or Consultant may acquire against the City of Miami Beach by virtue of the
payment of any loss under such insurance. Grantee agrees to obtain, and shali cause
each Contractor and the Consultant to obtain, any endorsement that may be
necessary to effect this waiver of subrogation, but this provision applies regardless of
whether or not the City of Miami Beach has received a waiver of subrogation
endorsement from the insurer.
c. Insurance is to be placed with insurers with a current A.M. BesYs rating of
no less than A:VII, unless otherwise acceptable to the City of Miami Beach Risk
Management Office.
d. Grantee shall provide the required insurance certificates, endorsements or
applicable policy language effecting coverage required by this Section. Ail certificates
of insurance and endorsements are to be received prior to any work commencing.
However, failure to obtain the required coverage prior to the work beginning shall not
excuse Grantee's obligation to obtain(and to cause its Contractors and the Consultant
to obtain} the required coverages. The City of Miami Beach reserves the right to
require complete, certified copies of all required insurance policies, including
endorsements required by these specifications, at any time.
e. The City of Miami Beach reserves the right to modify these requirements,
including limits, based on the nature of the risk, prior experience, insurer, coverage, or
other special circumstances.
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f. The City's mortgagee clause is as follows:
Certificate Holder
CITY OF MIAMI BEACH
c/o EXIGI5 Insurance Compliance Services
P.O. Box 947
MURRIETA, CA 92564
All certificates of insurance, endorsements, exemption letters shall be
submitted to the City's servicing agent, EXIGIS, at:
Certificates-miamibeach(a�riskworks.com
g. Compliance with the foregoing requirements shall not relieve the Grantee
of its liability and obiigation under this section or under any other section of this
agreement.
4.5 Indemnification bv Contractors and Consultant. Any contract between Grantee and its
Contractors with a contact price that is equal to or greater than $50,000.00 and the architecYs
agreement between Grantee and Consultant with fees in excess of $9,000.00 shall provide that
Contractor or Consultant (as applicable) shall defend, indemnify and save harmless the City, its
officers, agents and employees, from or on account of any injuries or damages, received or
sustained by any person or persons during or on account of any construction activities of
Contractor or Consultant (as applicable), or any of its subcontractors, subconsultants, agents,
servants, or employees connected with the Project; or by or in consequence of any negligence of
Contractor or Consultant (as applicable), or any of its subcontractors, subconsultants, agents,
servants, or employees (excluding gross negligence of the City), in connection with the
construction activities of Contractor or professional services of Consultant(as applicable), or any
of its subcontractors, subconsultants, agents, servants, or employees connected with the Project;
or by use of any improper materials or by or on account of any act, error or omission of Contractor
or Consultant (as applicable) or any subcontractor, subconsultants, agents, servants or
employees, except to the extent any such injuries or damages are caused by the gross negligence
of the City. The contracts between Grantee and its Contractors and the architect's agreement
between Grantee and the Consultant shall further provide that Contractor or Consultant (as
applicable) shall indemnify and save harmless City (a) against any claims or liability arising from
or based upon the violation of any City, Miami-Dade County, state or federal laws, bylaws,
ordinances or regulations by Contractor or Consultant (as applicable), or any subcontractors,
subconsultants, agents, servants or employees(excluding gross negligence of City); and (b)from
all such claims and fees, and from any and all suits and actions of every name and description
that may be brought against City on account of any claims, fees, royalties, or costs for any
invention or patent, and from any and all suits and actions that may be brought against City for
the infringement of any and all patents or patent rights claimed by any person,firm, or corporation.
The contracts between Grantee and its Contractors and the architecYs agreement between the
Grantee and the Consultant shall provide that the Contractors' and Consultant's indemnification
obligations to the City shall survive the expiration or termination of such agreements.
4.6 Indemnification bv Grantee. The Grantee shall indemnify and hold harmless the City and
its officers, employees, agents and instrumentalities from any and all liability, losses or damages,
including attorneys' fees and costs of defense, which the City or its officers, employees, agents
or instrumentalities may incur as a result of claims, demands, suits, causes of actions �r
proceedings of any kind or nature arising out of, relating to or resulting from the performance of
this Agreement by the Grantee or its employees, agents, servants, partners, principals,
subconsultants or subcontractors. Grantee shall pay all claims and losses in connection therewith
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� and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of
the City, where applicable, inciuding appellate proceedings, and shall pay all costs, judgments,
and attorneys' fees which may issue thereon. Grantee expressly understands and agrees that
i any insurance protection required by this Agreement or otherwise provided by the Grantee shall
i in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its
officers, employees, agents and instrumentalities as herein provided. Grantee's obligation to
indemnify, keep and save harmless, and defend the City pursuant to the foregoing shall survive
the expiration or termination of this Agreement. Grantee recognizes the broad nature of this
indemnification and hold harmless clause, and voluntarily makes this covenant and expressly
acknowledges the receipt of good and valuable consideration, provided by the City in support of
the obligation in accordance with the laws of the State of Florida. Nothing herein shall be
construed to waive any of the City's rights set forth in Section 768.28, Florida statutes. Nothing
contained in this Agreement shall be deemed a waiver of sovereign immunity by the City. This
paragraph shall survive the expiration or early termination of this Agreement. If Grantee is an
agency or subdivision of the State of Florida, the foregoing provisions shall be subject to any
applicable provisions of Section 762.28 that may apply to Grantee.
4.7 Indemnification Oblic�tion Includes Defense Through Appeals. For the avoidance of
doubt, the indemnification provided above shall obligate each Contractor, the Consultant or
Grantee (as applicable) to defend at its own expense to and through appellate, supplemental or
bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of
liability and all suits and actions of every name and description that may be brought against City
which may result from the operations and activities under or as a consequence of this Agreement
performed by the applicable indemnitor and its respective subcontractors, subconsultants, and
anyone directly or indirectly employed by such indemnitor,
ARTICLE 5
COMPLIANCE
5.1 Compliance with Laws. In its performance of this Agreement, Grantee shall comply with
all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of
Fiorida, and the federal government, as applicable.
1. No Discrimination. The Grantee also accepts and agrees to comply with the following
Special Conditions:
A. Grantee hereby agrees that it will comply with Title VII of the Civil Rights Act of
1964 (Pub. L. 88-352) (Title VII), as amended, as it appears in volume 42 of the United States
Code, beginning at Section 2000e, prohibiting employment discrimination based on race, color,
religion, sex and national origin.
B. 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 (including independent contractors), housing and
public accommodations, public services and in connection with its membership or policies 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,
hair texture and/or hairstyle, domestic partner status, labor organization membership, familial
situation, or political affiliation.
C. The City endorses, and Grantee shall comply with, the clear mandate of the
Americans with Disabilities Act of 1990 (ADA) to remove barriers, which prevents qualified
individuals with disabilities from enjoying the same employment opportunities that are available
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to persons without disabilities.
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D. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section
504 and prohibits discrimination on the basis of disability and requires that Grant recipients
provide equal access and equal opportunity and services without discrimination on the basis of
any disability.
5.2 Compliance with Countv's Conflict of Interest and Code of Ethics Ordinance. Grantee
herein agrees to adhere to and be governed by all applicable laws as it relates to conflicts of
interest including, without limitation, Section 2-11.1 of the Code of Miami-Dade County (the
County's Conflict of Interest and Code of Ethics Ordinance), as may be amended from time to
time, and by Chapter 2, Article VII of the Code, as may be amended from time to time(collectively,
the "Conflict Statutes"), both of which are incorporated by reference as if fully set forth herein.
Grantee covenants that, in connection with its performance of this Agreement, it presently has no
interest and shall not acquire any interest, directly or indirectly, which could constitute a conflict
of interest, as described under the Conflict Statutes. Grantee further covenants that in the
performance of this Agreement, Grantee shall not employ any person having any such conflict of
interest.
5.3 Compliance with Florida Public Records Law. Grantee shall comply with Florida Public
Records law under Chapter 119, Florida Statutes, as may be amended from time to time, as
follows:
a. "Public Records" Defined. 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.
b. Obligations of "Contractors" as defined under Florida Public Records Act.
Pursuant to Section 119.0701 of the Florida Statutes, if the Grantee meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), the Grantee shall:
(i) Keep and maintain public records required by the City to perform the service;
(ii) 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;
(iii) 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 Grantee does not transfer the records to the City;
(iv) Upon completion of the Agreement, transfer, at no cost to the City, all public
records in possession of the Grantee or keep and maintain public records required
by the City to perform the service. If the Grantee transfers all public records to the
City upon completion of the Agreement, the Grantee shall destroy any duplicate
public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Grantee keeps and maintains public records upon
completion of the Agreement, the Grantee shall meet all applicable requirements
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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.
c. Request for Records; Noncompliance.
(i) 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 Grantee of the
request, and the Grantee must provide the records to the City or allow the
records to be inspected or copied within a reasonable time.
(ii)Grantee's failure to comply with the City's request for records shall
constitute a breach of this Agreement, and the City, at its sole discretion, may:
(1) avail itself of the remedies set forth under the Agreement; and/or(2) avail
itself of any available remedies at law or in equity.
(iii) If Grantee who fails to provide the public records to the City within
a reasonable time, it may be subject to penalties under Section 119.10,
Florida Statutes.
d. Civil Action.
(i) If a civil action is filed against Grantee to compel production of public
records relating to the City's contract for services, the court shall assess and
award against Grantee the reasonable costs of enforcement, including
reasonable attorney fees, if:
A. The court determines that Grantee unlawfully refused to comply
with the public records request within a reasonable time; and
B. At least 8 business days before filing the action, the plaintiff
provided written notice of the public records request, including a
statement that the Grantee has not complied with the request, to the
City and to Grantee.
(ii)A notice complies with subparagraph (i)(B)if it is sent to the City's custodian
of public records and to Grantee at the Grantee's address listed on its contract
with the City or to the Grantee'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.
(iii) If Grantee complies with a public records request within 8 business
days after the notice is sent is not liable for the reasonable costs of
enforcement,
e. QUESTIONS. IF THE GRANTEE HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE GRANTEE'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
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CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADQ(c�MIAMIBEACHFL.G4V
PHONE: 305-673-7411
ARTICLE 6
DEFAULT AND REMEDIES
6.1 Events of Default. Each of the following shall constitute a default by Grantee:
a. If Grantee uses all or any portion of the Grant Award for costs not
associated with the Project and Grantee fails to refund the unauthorized disbursement
within thirty {30)days after written notice of the default is given to Grantee by the City.
b. If Grantee shall breach any of the other covenants or provisions in this
Agreement, without regard to materiality, and Grantee fails to cure its default within
thirty (30) days after written notice of the default is given to Grantee by the City;
provided, however, that if not reasonably possible to cure such default within the thirty
(30)day period, such cure period shall be extended for up to ninety(90)days following
the date of the original notice, if within thirty(30)days after such written notice, Grantee
commences diligently and thereafter continues to diligently cure the default.
6.2 Remedies
a, Upon the occurrence of a default described in Section 6,1(a) and/or the
occurrence of a breach of any covenant or provision of this Agreement, and such
default is not cured within the applicable cure period in Section 6.1{a) or 6,1(b),
respectively, the City, in addition to all other remedies conferred by this Agreement,
may require that Grantee reimburse the City for all Grant Award funding provided by
the City hereunder. At the City's sole discretion, the City may, from amounts otherwise
appropriated to Grantee (or due to Grantee pursuant to any other agreement),
withhold, deduct or set off any amounts that the City reasonably believes are sufficient
to reimburse the City for any default under this Agreement.
b. Upon the occurrence of a default by Grantee which remains uncured within
the time periods provided in Section 6.1, the City may institute litigation to recover
damages for any default or to obtain any other remedy at law or in equity (including
specific performance, permanent, preliminary or temporary injunctive relief, and any
other kind of equitable remedy).
c. Upon the occurrence of a default by Grantee which remains uncured within
the time periods provided in Section 6.1, the City may terminate this Agreement, upon
written notice to Grantee. Upon termination of this Agreement under this section, the
City shall have no further liability or obligation to Grantee. Grantee understands and
agrees that termination of this Agreement under this section shall not release Grantee
from any obligation occurring prior to the effective date of termination.
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d. In the event Grantee fails to reimburse the Grant Award to the City as
required by subsection a, in addition to all other remedies conferred onto the City under
this Agreement, Grantee agrees to transfer to the City all title and interest in and to
any personal property that has been purchased with Grant Award funds but not
installed as a fixture; assign to the City all warranties related to all work completed as
of the date of termination; and assign to the City all architectural and engineering
drawings and plans.
e. Any failure of the City to exercise any right or remedy as provided in this
Agreement shall not be deemed a waiver by the City of any claim for damages it may
have by reason of the default.
f. The rights and remedies of the City are cumulative and the exercise by the
City of one or more of such rights or remedies shall not preclude the exercise by it, at
the same or different times, of any other rights or remedies for the same default or any
other default.
ARTICLE 7
GEfVERAL PROVISIONS
7.1 Relationship of the Parties. It is expressly understood and intended that the Grantee, as
the recipient of the Grant Award funds, is not an officer, employee or agent of the City, the City
Commission, nor the City department(s)administering the G.O. Bond Program or the Grant Award
funds. Further, for purposes of this Agreement, the Project or activity, the parties hereto agree
that the Grantee, its officers, agents and employees are independent contractors and solely
responsible for the Project. The Grantee shall take all actions as may be necessary to ensure
that its officers, agents, employees, assignees and/or subcontractors shall not act as, nor give
the appearance that they are, agents, servants, joint venturers, collaborators or partners of the
City, the City Commission or the department(s)administering the G.O. Bond Program or the Grant
Award. No Party or its officers, elected or appointed officials, employees, agents, independent
contractors or consultants shall be considered employees or agents of any other Party, nor to
have been authorized to incur any expense on behalf of any other Party, nor to act for or to bind
any other Party, nor shall an employee claim any right in or entitlement to any pension, workers'
compensation benefit, unemployment compensation, civil service or other employee rights or
privileges granted by operation of law or otherwise, except through and against the entity by whom
they are employed.
7.2 Entire Agreement. This Agreement states the entire understanding and agreement
between the Parties and supersedes any and all written or oral representations, statements,
negotiations or agreements previously existing between the Parties with respect to the subject
matter of this Agreement. The parties agree that there are no commitments, agreements, or
understandings concerning the subject matter of this Agreement that are not contained in this
Agreement, and that this Agreement contains the entire agreement between the parties as to all
matters contained herein. Accordingly, (a) no deviation from the terms hereof shall be predicated
upon any prior representations or agreements, whether oral or written and (b) any oral
representations or modifications concerning this Agreement shall be of no force or effect.
7.3 Amendment. This Agreement may be amended only with the written approvai of the
Parties. The City Manager, on behalf of the City, shail have authority to amend or modify this
Agreement, including any changes to the budget for the Project, provided that the changes do not
materially change the scope of the Project and the amount of the Grant Award is not increased
(except in the manner allowed pursuant to section 1.2).
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7.4 No Assiqnment. The Grantee is not permitted to assign this Agreement or any portion
thereaf. Any purported assignment will render this Agreement null and void and subject to
immediate rescission of the full amount of the Grant Award and reimbursement by the Grantee of
its full value to the City.
7.5 Waiver. No waiver shall be effective unless in writing and signed by the Party against
whom enforcement is sought. Such waiver shall be limited to provisions of this Agreement
specifically referred to herein and shall not be deemed a waiver of any other provision. No waiver
shall constitute a continuing waiver unless the writing states otherwise. Failures or waivers to
insist on strict performance of any covenant, condition, or provision of this Agreement by the
Parties, their successors and assigns shall not be deemed a waiver of any of its rights or
remedies, nor shall it relieve the other Party from performing any subsequent obligations strictly
in accordance with the terms of this Agreement.
7.6 Time of the Essence. The Parties agree that time is of the essence in the performance of
each and every obligation under this Agreement.
7.7 No Third-Partv Beneficiary Riqhts. The terms of this Agreement inure to the benefit of only
those Parties named herein. This Agreement is not intended to and shall not be construed to give
any third party any interest or rights, including without limitation third-party beneficiary rights, with
respect to or in connection with any agreement or provision contained herein or contemplated
hereby.
7.8 Notices. Any notice, consent or other communication required to be given under this
Agreement shall be in writing, and shall be considered given when delivered in person or sent by
facsimile or electronic mail (provided that any notice sent by facsimile or electronic mail shall
simultaneously be sent personal delivery, overnight courier or certified mail as provided herein),
one (1) business day after being sent by reputable overnight carrier or three (3) business days
after being mailed by certified mail, return receipt requested, to the parties at the addresses set
forth below (or at such other address as a party may specify by notice given pursuant to this
Section to the other party):
The City:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Director of Facilities and Fleet Management Department
With copy to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: City Attorney
The Grantee:
New World Symphony, Inc.
500 17"' Street,
Miami Beach, FL 33139
Attention: Cesar Sepulveda
Senior Vice President, Facilities
7.9 Further Acts. In addition to the acts recited in this Agreement, the Parties agree to perform,
or cause to be performed, any and all such further acts as may be reasonably necessary to
18
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consummate the transactions contemplated hereby. Each of the Parties agrees that it will execute
and deliver all such documents and instruments as may be necessary and appropriate to
e#fectuate the terms of this Agreement.
7.10 Partial Invaliditv. In the event that any provision of this Agreement is declared by any court
of competent jurisdiction or any administrative judge to be void or otherwise invalid, all of the other
terms, conditions and provisions of this Agreement shall remain in full force and effect to the same
extent as if that part declared void or invalid had never been incorporated in the Agreement and
in such form, the remainder of the Agreement shall continue to be binding upon the Parties
7.11 Counterparts; Electronic Siqnatures. This Agreement 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 parry 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 Agreement.
7.12 Optional Mediation. In the event a dispute arises, that the Parties cannot resolve between
themselves, the Parties shall have the option, but not the obligation, to submit their dispute to
mediation. The mediator or mediators shall be impartiai, shall be selected by the Parties, and the
cost of the mediation shall be borne equally by the Parties.
7.13 Governing Law; Venue; AttorneYs' Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without regard to its conflict of laws
principles. The City and Grantee agree to submit to service of process and jurisdiction of the State
of Florida for any controversy or claim arising out of or relating to this Agreement or a breach of
this Agreement. Venue for any court action between the Parties for any such controversy arising
from or related to this Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade
County, Florida, or in the United States District Court for the Southern District of Florida, in Miami-
Dade County, Florida.
7.14 Force Maieure. Whenever a period of time is herein prescribed for the taking of any action
by a Party hereunder, such Party shall not be liable or responsible for any delays (including,
without limitation, any delay by the City in making the Reimbursement, nor shall such Party be
obligated to perform hereunder, nor deemed to be in default hereunder, if the required action or
performance of a Party is prevented due to strikes, riots, acts of God, shortages of labor or
materials, epidemics, pandemics,war, governmental laws, regulations or restrictions, or any other
cause whatsoever beyond the control of such Party.
7.15 Captions. Captions as used in this Agreement are for convenience of reference only and
do not constitute a part of this Agreement and shall not affect the meaning or interpretation of any
provisions herein.
7.16 Grantee's Compliance with Anti-Human Traffickinq Laws. Grantee agrees to comply with
Section 787.06, Florida Statutes, as may be amended from time to time, and has executed the
Anti-Human Trafficking Affidavit, containing the certification of compliance with anti-human
trafficking laws, as required by Section 787.06(13), Florida Statutes, a copy of which is attached
hereto as Exhibit D and incorporated herein.
7.17 Prohibition on Contractina with a Business Enqaqinq in a Boycott. Grantee warrants and
represents that it is not currently engaged in, and will not engage in, a boycott, as defined in
19
Section 2-375 of the City Code. In accordance with Section 2-375.1(2)(a) of the City Code,
Grantee hereby certifies that Grantee is not currently engaged in, and for the duration of the
Agreement, will not engage in a boycott of Israel.
7.18 Prohibition on Contractinq with an Individual or Entity Which Has Performed Services for
Compensation to a Candidate for City Elected Office. Grantee warrants and represents that,
within two (2) years prior to the Effective Date, Grantee has not received compensation for
services performed for a candidate for City elected office, as contemplated by the prohibitions
and exceptions of Section 2-379 of the City Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-
379 of the City Code shall not apply to the following:
A. Any individual or entity that provides goods to a candidate for office.
B. Any individual or entity that provides services to a candidate for office if those same
services are regularly performed by the individual or entity in the ordinary course of business for
clients or customers other than candidates for office. This includes, without limitation, banks,
telephone or internet service providers, printing companies, event venues, restaurants, caterers,
transportation providers, and office supply vendors.
C. Any individual or entity which performs licensed professionai services (including
for example, legal or accounting services).
7.19 E-Verify.
A. Grantee shall compiy 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 that any approved sub-contractor
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 subcontract or such
other extended period as may be required under this Agreement.
B. TERMINATION RIGHTS.
i. 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 the City shall thereafter have or owe no further obligation or liability
to Grantee.
ii. If the City has a good faith belief that a subcontractor has knowingly violated the
foregoing Subsection 20(A), but the Grantee otherwise complied with such
subsection, the City will promptly notify the Grantee 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 this Agreement for cause.
A contract terminated under the foregoing Subparagraphs (B)(i) or {B)(ii) is not in
breach of contract and may not be considered as such.
20
�
E
�
� iii. 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)(i}or(B)(ii)
no later than 20 calendar days after the date on which the contract was terminated.
iv. If the City terminates the Agreement with Grantee under the foregoing
Subparagraph (B)(i}, Grantee may not be awarded a public contract for at least 1
year after the date of termination of this Agreement.
v. Grantee is liable for any additional costs incurred by the City as a result of the
termination of this Agreement under this Section 20.
(THE REMAINDER OF THiS PAGE IS INTENTIONALLY LEFT BLANK)
21
� 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
�
_}
� By: t" �'�ic ��k� '�--�
Rafael E. Granado Eric T. Carpen r
City Clerk City Manager .���� (�
��F,;�\l t���l�(
i��.� �� �J �.��`, :-�; ,......� �;o
^j , ,=.��.�� •y'�,,
Date: '
���,.�`'�. ,
�.IMCORP�ORATED.' ;
,�1 �� :���
�.�:'��_
ATTEST: NEW WORLD SYMPHONY, INC. �'�r,�E�,�c' �_=
By: /
Secretary
��w4 r� �t rry i rr �s�c°k �
Print Name Print Name/Title
Date:
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
�k��' °12 Zo2S
� City Attorney �2�` Date
� ..�t 1
22
EXHIBIT A
�.�
Schedule A
�rr/ TOND 8c ASSOCIATES,INC.
SURVEYORS-MAPPERS TB� �9�� �rrpgg�
4341 S.W. 62nd Avenue Fro�ra.,L�censod Surv�!%
Dovie. Florido 33374 ontl Mapp6�g 8usinoss rro.sess Fax {954) 585-3827 ��
...-rcN Ci,D..aIUPT'1011 6�)Ut
�k:t�n 1 THE NEW WORLD SYMPHONY
LEASE PARCEL
A PORTION OF THE NE?/4,SECnON 34,
� � TOWNSHIP 53 SOUTH,RANGE 42 EAST 8
CI'P'OF�IlA1W��'•.1CH,\IL1ni1•D.�.UE COUVTY,FLORma
1
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� PROPOSED � R•99.H" A-21.12�
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23
i
�
' EXHIBIT B
PROJECT BUDGET AND SCOPE
Replacement of Soundscape Park Sound System
The purpose of the Project is to replace the failing sound system in Soundscape Park. Installed
in 2010, the sound system is five (5) years beyond iYs reasonable life expectancy and in
substantial decline. This line of speakers is the first-generation outdoor speaker from Meyer
Sound and is no longer manufactured, nor supported. Due to the inability to procure replacement
parts, the entire system of speakers, cabling, power and controls will be replaced.
Grantee shall decommission the old failing system and install the newest 5th generation outdoor
speaker by Meyer Sound. 7hese speakers, developed for use on cruise ships, will preserve all
the intended functionality of SoundScape Park while offering improved durability and resistance
to the elements. Additionally, Grantee shall examine the metal work securing the speakers to the
metal structures, and shall conduct necessary maintenance, before new hanging hardware is
installed. Grantee shall also replace any power and network infrastructure that shows signs of
corrosinn or damage. Finally, Grantee shall upgrade the digital signal processing network to the
latest technology, ensuring the system is stable and supported for years to come.
The total Project cost will be $1,890,000 for the scope and equipment outlined below. The funding
sources are:
• $1,600,000 from the 2018 G.O. Bond; and
• $290,000 from savings in City project No. 23328.
Reimbursement for payments made by Grantee pursuant to the Contract between Grantee and
Solotch will be distributed upon the City's receipt and acceptance of the Supporting Materials;
provided, however, that the final 20% of the Project Cost Reimbursement Request shall not be
paid to Grantee until the City accepts the Replacement Audio System, following the testing phase
described in this Exhibit B.
Project Budget:
EQUIPMEN l 1�0-C�AL $1,487,020.25
SHfPPfNG TOTAL $0.00
LABOR TO"fAL $177,970.00
MANA(:�EMENT CHARGt,`_� $59,480.81
St-ilPf'ING CHAR��t-`: $52,500.00
CONTItJGENCY $66,599.61
TRAVEI._ EXPE�dSES $2,500.00
SUBTOTAL $1,846,070.67
T�TAL SALES TAX $0.00
PROJECT TOTAL USD $1,846,070.67
24
Scope of Work:
I 1. System Shutdown:In June,the current speaker system and control system wiil be taken down and decommissioned.This will include:
o Removal of the old speakers and control systems.
o Removal of the existing wiring.
2, Installation
o New Wiring Installation:New wiring will be pulled into place,terminated,and labeled in preparation for the final system
installation.
o Mounting Preparation:New mounts for the speakers will be installed and prepared for the new speakers.
o All electrical receptacles that need to he replaced or fixed is included
o All metal work to repair damaged or corroded is included
Equipment Ordering and Delivery
1. Purchase Order Issuance:The Meyer speaker systern will be ordered so that all equipment will be received at New World Symphony
before July 31st and be ready for Installation.
Installation Phase(August)
1. Installation Start Date Solotech will begin the physical installation of the new speakers and electronics on August 4,
2. Installation Completion:The goal is for the physical installation of all equipment to be completed by August 29.This includes speaker
placement,wiring,and mounting of electronics.
3. System Commissioning and training wiH occur in September to beady for the first wall cast in October
Site RequirementslClarifications for Solotech
1. Access and Parking:Solotech requires at least 10+hours of access per day to the site for the installation,as well as parking for
eri�;ineers and technicians throughout the duration of the project.
2. 1'his quote does not inctude taxes.Any applicable taxes will be added and charged accordingly
Final Testing Phase
Following Substantial Completion of the Replacement Audio System, the Parties shall meet to
test the Replacement Audio System to ensure it is functional and performs to the standard of
other similar state-of-the-art sound systems prior to the City Manager confirming in writing
acceptance of the Replacement Audio System,
Parking
The City will not pay for parking in connection with this Agreement, except to the extent that
reimbursement for parking costs as part of the Project Costs is permitted under the guidelines for
the G.O. Bond program.
25
�
SYSTEM A
� . . .
I 7 Meyer Sound 09.331.001.02 ULTRA-X82,PCO,SO,OT,3P-XLR,MILAN
4 MeyerSound 09.328.001.01 2100-LFC,W/P,3P-XLR,MEP,PWRCONTOP
20 MeyerSound 09.270.001.05 LINA
2 Meyer Sound 09.328.001.01 2100-LFC,W/P,3P-XLR,MEP,PWRCON TOP
z6 MeyerSound 09.287.201.02 ULTRA-X40,US,110,W/P,MILAN
26 Meyer Sound 09.298.201.02 USW-112P
44 MeyerSound 09.297.201.02 ULTRA-X20,US,W/P,PWRCONTOP,RMS,MILAN
1 MeyerSound 09.330.001.02 ULTRA-X80,PC0,95,OT,3P-XLR,MILAN
2 MeyerSound 09.328.001.01 2100-LFC,W/P,3P-XLR,MEP,PWRCONTOP
4 MeyerSound 09.306.201.02 ULTRA-X22,US,W/P,PWRCONTOP,RMS,MILAN
30 Belden 9451W8 speaker wire
10 Belden OSP6AF CAT6 cable
1 Solotech H&P liardware&Perishabtes
1 Stamped Drawings
1 . . Equipment Rental
7 Meyer Sound 40.330.039.01 MY-T1 YOKE
1 Meyer Sound 40.207.101.02 MG-MINA/LINA/750-LFC GRID W/GLK ASSY KIT
26 Meyer Sound 40.287.039.01 MYA-X40 YOKE KIT
26 Meyer Sound 40.298.050.01 MUB USW-112 U-BRACKET KIT
49 MeyerSound 40.297.454.01 MUBULTRAX-20U-BRACKETKIT
4 Meyer Sound 40.297.454.01 MUB ULTRAX-20U-BRACKET KIT
1 MeyerSound 40.330.039.01 MY-T1 YOKE
1 . . Custom Color Setup
10 . Meyer Onsite calibration Constellation 004.002
2 , . MeyerTrave1004.005
6 MeyerAcoustics004.003
15 . . Meyer Services 004.002
1 . Meyer travel and shipping 004.005
2 . Meyer Oy.317.001 Nadia-CP Core processor
9 Meyer 09.315-001.01 Nadia AI12 Mic Line Input
� . Meyer 09.316.001.01 Nadia A016 analog Output
2 . . Meyer 05.317.001-02 VRAS License
1 DiG(Co X-Q225-W-WS-OP Q225 Control Surface-MADI&One Multi-Mode Optics HMA
1 DiGiCo SOFT-Q225-PULSE Quantum 225'Pulse'Software upgrade.Increases Input Channels to 96,Output Busses to 48,Mustar..
2 DiGiCo MOQ-DMI-AVB DiGiCo DMI AVB I/O card
1 DiGiCo FC-Q225 DiGiCo Quantum 225 3-piece surface touring flight case
1 . Allowance for Electrical and metal fabrication and repair
26
I
i
' EXHIBIT C REIMBURSEMENT REQUEST
CITY OF MIAMI BEACH
REIMBURSEMENT 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 shail have the meaning given to them in
the Grant Agreement. Pursuant to the executed Grant Agreement, Grantee shall submit to the
City a completed, signed and notarized Reimbursement 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, a breakdown of the portion of the budget by category which is involved in
the Reimbursement Request, a partial release of lien from Contractor (or final Contractor's
affidavit, as applicable), a Consent from the surety 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").
Any Reimbursement Request for purchases of equipment, materials or personal property shall
require(A)that the purchase of such equipment, materials or personal property qualify as a capital
expenditure pursuant to Treas. Reg. Section 1.150-1(b) and related I.R.S. guidance, as
determined by the City in its sole discretion, and (B) documentation that such equipment,
materials and/or personal property have been delivered to Grantee, and are in Grantee's
possession, in Miami Beach, Florida, as conditions precedent to payment.
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
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 shall submit to the City Grant Manager a
Reimbursement Request together with all Supporting Materials on or before the 15th of each
month for any sums expended in connection with the Project for the preceding month. Provided
that an uncured default does not exist, and that Grantee is otherwise in compliance with the terms
of this Agreement, the City will make the Grant Disbursement within twenty-five (25) business
days of its receipt of an acceptable Reimbursement Request and all Supporting Materials.
27
i
� Grantee understands and agrees that reimbursements to the Grantee will be made solely in
� accordance with applicable state and federal laws. Any and all reimbursement obligations of the
City shall be fully subject to and contingent upon the availability of funding solely from the funds
designated in the Grant Agreement.
.... _ .......__ _ .__.
. . _ ___
' ; Amount of Grant Award. i �
:.._ ... . . _._._......_.._._ _._;
_
` Less Previous Total Disbursements: _ �_^_�w_.,._..I
� ._ _ _
� Balance Available:
__ ._ _,_. .._.._.___.___ --.-
� Funds Requested This Disbursement: �
Certification of Payment: I certify that the above expenses were necessary and reasonable for
the completion of the Project and have been incorporated into the Project and in accordance with
the terms and conditions set forth in in the Agreement. I also 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. I further warrant and represent that the
funds remaining in the Project Budget are sufficient to complete the Project.
Grantee
Report Prepared By:
Name Signature/Date
STATE OF FLORIDA
COUNTY OF MIAMI DADE
The foregoing instrument was acknow{edged before me by means of ❑ physical presence or ❑
online notarization, this day of , 20�, by (name) as
(title) for (company).
Helshe ( ) is personally known to me or ( ) produced
as identification.
Notary Public
Print Name:
My Commission Expires:
City of Miami Beach
Report Reviewed By:
Name Signature/Date
28
EXHIBIT D
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of GrantFe
hereby attests under penalty of perjury that Grantee does not use coercion for labor or services
as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims rnade in
this affidavit and that the punishment for knowingly making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of Grantee.
GRANTEE:
New World Symphony, Inc., a Florida not-for-profit corporation.
�; � � ��b a �7��� �'l�' �j�, ��
F
Name/Title: N�w,•d �M: �,�c. (Address)
State of �' �Of��Q
County of �l c rn�=� or
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notariZatio ,this �� dayr��of Q m e r , 2025 by
OWard���'rl� , as Y�E's)c/efl , of New World
Symphony, Inc., a Florida t-for-profit corporation known to me to be the person described
herein, or who �ed f50/1�t/J�.! KnOwn 1'r1e. as identification, and who did/did
not take an oath. �S
NOTAR PUBLIC:
v�.
(Sig ature) Notery PubllC St�te of Ftorida
I Roea M. Vil•
�0 C t I ' /i I� 1U1 My Commitsio� HN 683534
���( V Expires 7/28/2o2t
(Print Name)
My commission expires: 1 v2�i
29
FACILITIES MANAGEMENT DIVISION
FACILITIES AND FLEET MANAGEMENT DEPARTMENT
DATE: September 15, 2025
TO: Cit Mana er
FROM: Daniel Alzuri
SUBJECT: Soundscape Park Grant Agreement
Routin
\ '
ar o� �s �
e r r t ''n,�5 �/ �',��-
For: check the one that a lies ' J� Z�2'�
Information Only. �J'
Review and Lets Discuss ��� 2 Z �
X City Mana er's Si nature ro
Other Si nature
Other- Form A roval
Comments:
This is the form approved grant agreement for the work
that New World Symphony is performing at
Soundscape Park for the replacement of the City's
Sound System. This has been signed by Howard Herring,
CEO New World S m hon .
Return to:
Daniel Alzuri x24003