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Second Amendment to G.O. Bond for Arts & Culture Grant Agreement between th CMB and Miami City Ballet, Inc. z°z 3__ 3 z��t I SECOND AMENDMENT TO G.O. BOND FOR ARTS 8�CULTURE GRANTAGREEMENT This SECOND AMENDMENT(" Second Amendment") to the G.O. Bond for Arts&Culture Grant Agreement dated October 31, 2023 (as previously amended, the "AgreemenY'), 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 Miami City Ballet, Inc., a Florida not-for-profit corporation ("Grantee") (the City and Grantee each, a "Party" and collectively, the "Parties"), is made and entered into this _ day of , 2025 ("Effective Date"). RECITALS WHEREAS, City and Grantee are parties to the Agreement, as amended by that certain First Amendment to G.O. Bond for Arts & Culture Grant Agreement dated as of even date herewith, pursuant to which the City awarded a grant under the G.O. Bond for Arts and Culture Program ("GOBAC Program") in a total amount not to exceed $11,925,415,which includes a grant award in the amount of$10,762,283 and a contingency in the amount of$1,163,132, as set forth in greater detail below; WHEREAS, the 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; 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; 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 GOBAC Program grant recipient organizations, including Grantee, pursuant to Resolution No. 2023-32691 and authorized the City Manager to sign this Second Amendment with each such grant recipient, including Grantee. NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and Grantee hereby agree to amend the Agreement as follows: AMENDMENT 1. Recitals: Section Headings: Defined Terms. The above recitals are true and correct and are incorporated as part of this Second Amendment. The paragraph headings of this Second 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 Second Amendment. Unless specifically defined in this Second Amendment, capitalized terms used in this Second Amendment shall have the meanings ascribed to such terms in the Agreement. 1 i � 2. Modifications. The Agreement is hereby amended (deleted items sN�►sk-tk�� and inserted items underlined) as follows: (a) The following subsection is hereby inserted at the end of Section 2.5 of the Agreement: e. If Grantee lacks the necessary cash flow or other source of fundinq to pav the expenses of desiqning, constructinq and/or eauiqpinQ the Proiect as thev become due, Grantee mav request that up to ninetv percent (90%) of the Grant Award be paid as advances in installments (each such installment, an "Advance") based on Grantee's anticiqated cash flow needs as reflected in the Cash Flow Schedule, provided, (i) the amount of anv Advance will not exceed the lower of (A) twenty-five qercent (25%) of the Grant Award (excludinq the Continqency unless the Grant Award has been increased to include the Continqency pursuant to Section 1.2)and (B) Five Hundred Thousand Dollars ($500,000), and (ii) Grantee mav not reauest an Advance more than once in any thirtv j30) dav period, provided, the final ten percent (10%1 of the Grant Award shall not be advanced and shall be paid onlv as a reimbursement in accordance with the provisions of Section 2.5(a). Notwithstandinq the foreqoinq, the Citv Manaqer (or desiqnee) mav, in their sole discretion and based on Grantee's demonstrated need and cash flow reguirements, authorize (x) the pavment of a percenta4e areater than twentv-five percent �25%), (v) the pavment of a dollar value hiqher than $500,000 and/or (z) the processinq of more than one advance reauest within a thirtv (30) dav period. Furthermore, the Citv Manaaer(or desiqnee)mav, in their sole discretion and based on Grantee's certified need, authorize pavment of the final ten percent (10%) as an Advance, except with reqard to eauipment, material or personal propertv. In order to request an Advance, Grantee shall submit to the Citv a completed, siqned, certified and notarized advance request, in the form attached as Exhibit F hereto (or such other form as the Citv mav require)(each, an "Advance RequesY'), alonq with all Supportinq Materials. Supportinq Materials for the first Advance Request should include aroposals, contracts, estimates and other documentation establishinq the nature of the expenditure and the amount to be paid (collectivelv, "Proposals and Estimates"). 5upportinq Materials for the second and subseQuent Advance ReQuests must include Proaosals and Estimates in respect of such Advance as well as documentary proof bv Grantee that all amounts previously advanced have been used to pav for permitted Proiect expenses as set forth in prior Advance Requests and otherwise in a manner consistent with the terms of this AQreement. Provided that an uncured default does not exist, and that Grantee is otherwise in compliance with the terms of this Aqreement, the Citv will pav the applicable Advance bv check or wire transfer, as the Citv determines in its sole discretion, within twentv-five (25) business days of its request of an acceptable Advance Request and all Supportinq Materials. Grantee understands and aqrees that Advances to the Grantee will be made solelv in accordance with applicable state and federal laws. Any and all obliqations of the Citv shall be fully sublect to and continqent upon the availability of fundinq solelY from the GOBAC Proqram funds. Prior to the submission of any Advance Request, Grantee shall supqlement Exhibit C to include the Cash Flow Schedule. Because delivery to, an_d possession bv Grantee in Miami Beach, Florida are conditions precedent to receipt of Grant Award fundinq for purchases of equipment, material or personal propertv, the flnal ten percent (10%) of the cost to purchase anv equipment, material or personal propertv shall be qaid on a reimbursement basis and not as an Advance. The foreqoinq reQuirement mav not be waived bv the Citv Manaqer(or desiqnee). (b) The Agreement is hereby amended to add a new Exhibit F, which is attached to this Second Amendment as Exhibit 1 and incorporated herein by reference. For all 2 � purposes under the Agreement, Exhibit 1 to this Second Amendment shall constitute ! Exhibit F. 4. Counterparts. This Second 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 Second Amendment. 5. Entire Amendment. This Second Amendment sets forth the entire agreement of the parties with respect to the subject matter hereof. All prior or contemporaneous understandings and discussions with respect to the subject matter hereof, whether written or verbal, are entirely superseded by this Second Amendment. Except as amended by the express provisions of this Second Amendment, the terms and conditions of the 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 Agreement and those set forth in this Second Amendment, the terms and conditions in this Second Amendment shall govern. [SIGNATURES ON FOLLOWING PAGE.] 3 IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment 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 , ' gy. .�,;.,�C ��Y,�' %��i, '�-�. Rafael . Granado :='�'��.E�.�':�: Eric T. Carpe ter :h�'''. � City Clerk _-�:� �,,,,.: City Manager� � � �+�"�''"�"� �, r Date: ��' s �.Ih�GSP�OR,ATED' , '%�; ,,,,; `�"'. _,. ATTEST: MIAMI CITY BALLET,,INC�:^ _�.- ,� � B�� � �; - '�f-. � Secretary � Presic� nt - � � "�;�,;J �v��= +-5c��.r►c Print Name Print Name Date: APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION ��� 07 IZ5 City Attorney s%r.�� Date 4 EXHIBIT 1 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 Agreement. Pursuant to the Agreement, Grantee shall submit to the City a completed, signed and notarized Advance Request Form, along with the Supporting Materials, defined in the Agreement as the following: (i) the monthly status report described in Section 2.5 (d) of the Agreement, 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),wa�ranty information and any other documentation with respect to the Project which may be requested by the City Grant Manager. Supporting Materials for the first Advance Request should include the Proposals and Estimates (defined in the Agreement as all proposals, contracts, estimates and other documentation establishing the nature of the expenditure and the amount to be paid). Supporting Materials for the second and subsequent Advance Requests must include Proposals and Estimates in respect of such Advance as weU 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 percent(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 the 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 5 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 his designee) authorizes, in his 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: , $11,925,415 � � _.... _ _.. _,._._. Less Previous Total Disbursements: _. . _ _ _�.. .--- - 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 the 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. [SIGNATURES ON FOLLOWING PAGE] 6 Grantee Report Prepared By: Name Signature/Date STATE OF FLORIDA COUNTY OF MIAMI DADE The foregoing instrument was acknowtedged before me by means of O physical presence or❑ online notarization, this day of , 20_, by , as for He/she ( ) 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 7 �J �. � ,! '��' !. � � � �� � 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: Rafael Granado, City Clerk SENT VIA: Hand FROM: Thais Vieira, GO Bond Program Director DATE: November 19, 2025 SUBJECT: Miami City Ballet DESCRIPTION: First&Second Amendments to the Grant Agreement between the Ciry of Miami Beach and Miami City Ballet for recording. First Amendment re: Reso 2025-33794 Second Amendment re: Reso 2023-32691 Please contact me at 22702 or 305-216-1000 once completed. RECEIVED BY: We are committed!o providing excellenf public service and safety fo all who live,work,and play in our vibranf, tropical, historic community.