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Miami Lyric Opera, Inc. City of Miami Beach Cultural Affairs Program and Cultural Arts Council Fiscal Year 2007/08 Cultural Affairs Grant Agreement This Grant Agreement is entered into this ~1~ day of ,2007, between the City of Miami Beach, Florida (the City) and the undersigned Grantee (Grantee). Article I /Grant Description 1. Grantee: Miami Lyric Opera, Inc. Grant Contact: Raffaele Cardone Address: 3602 Alcantara Avenue City, State, Zip: Doral, FL 33178 Phone, fax, a-mail : 305-297-3619, 786-845-8040, miamilyricoperaCcDbellsouth.net 2. Grant amount: 510,000 50% paid upon execution of this Agreement. Remaining 50% paid upon completion of Project and submission and approval of Final Report. 3. Project description: See Exhibit 1, attached hereto 4. Itemized budget: See Exhibits 2-A Project Budget and 2-B Grant Budget, attached hereto 5. Contract deadline: November 2, 2007 6. Expenditure deadline: September 30, 2008 7. Project completion date: 8. Fin Report deadline: Must be postmarked or delivered no later than 45 days after Project I WI completion date. N S HE EOF, the parties hereto have executed this Agreement this ~ day of D ~ ' , 2007. avidriMayor Signature Robert Parbher, City Clerk seal STATE OF FLORIDA, COUNTY OF MIAMI- DADS The foregoing instru~ t was a cnowledged before me this~da~ 2007, by D ~ ~ ~O_ d~ of or has GRANTEE: Federal ID #: 57-1208572 BY: Raffaele Cardone Printed Name of Organization's Authorized Representative APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION l ity orney e Signature of Notary Public Notary Name: G'~'C~~l v S ~' ~/rj Notary Public, State of Fbrida " My Commission Expires: / ~~ ~~~ a„r p,, Notary ?ublic State of Florida ~ ~ Andrea D O'Naghten y, a My Commission DD586278 ''~a+~~ Expires 1111512009 _ Article II !General Conditions 1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a municipal corporation organized under the laws of the State of Florida (City). The City has delegated the responsibility of administering this Grant to the City's Cultural Affairs Program Manager or his Designee. 2. Project Description: The Grantee may only use the Grant forthe purposes that are specifically described in the Project Description, attached hereto as Exhibit No. 1. All expenditures will be subject to the terms of this Agreement, and as specified in the itemized Grant Award Budget, attached hereto as Exhibit 2-B. Line item changes to said Budget shall not exceed ten percent (10%) per category, so long as said expenditures do not exceed the total amount of Grant funds. Notwithstanding the preceding sentence, amendments to the itemized Grant Award Budget in Exhibit 2-B shall not be permitted without the priorwritten consent ofthe Cultural Affairs Program Manager or his Designee. Said requests shall be made in advance, in writing, detailing and justifying the need for such changes. 3. Reports: This Grant has been awarded with the understanding that the described Project will enhance and develop the City's cultural community. To demonstrate that the Grant is fulfilling, or has fulfilled, its purpose, the Grantee must supply the Cultural Affairs Program Manager or his Designee with a written final report documenting that the Grantee has fulfilled all requirements. This report is to be received by the Cultural Affairs Program Manager or his Designee within 45 days of the Project's completion date. Grantees completing their Project by Fiscal Year End, September 30, 2008, must submit their final reports no later than November 15, 2008. 4. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Article I-2 (subject to the restrictions in Article I-2). By making this Grant, the City assumes no obligation to provide financial support of any type whatever in excess of the total Grant amount. Cost overruns are the sole responsibility of the Grantee. The Grant funds will be supplied to the Grantee subsequent to the Mayor and City Commission's approval of the award, and execution of this Agreement by the parties hereto. 5. Program Monitoring and Evaluation: The Cultural Affairs Program Manageror his Designee may monitor and conduct an evaluation of operations and the Project under this Grant, which may include visits by City representatives to observe the Project or Grantee's programs, procedures, and operations, or to discuss the Grantee's programs with the Grantee's personnel. 6. Bank Accounts and Bonding: Monies received pursuant to this Agreement shall be kept in accounts in established Miami-Dade County banks or savings and loan associations whose identities shall be disclosed in writing to the Cultural Affairs Program Manager or his Designee with the identity and title of individuals authorized to withdraw or write checks on Grant funds. 7. Accounting and Financial Review. The Grantee must keep accurate and complete books and records of all receipts and expenditures of Grant funds, in conformance with reasonable accounting standards. These books and records, as well as alf documents pertaining to payments received and made in conjunction with this Grant, such as vouchers, bills, invoices, receipts and canceled checks, shall be retained in Miami-Dade County in a secure place and in an orderly fashion by the Grantee for at least two (2} years after the Expenditure Deadline specified in Article I-5. These books, records, and documents may be examined by the Cultural Affairs Program Manager or his Designee or his Designee at the Grantee's offices during regular business hours and upon reasonable notice. Furthermore, the Cultural Affairs Program Manager or his Designee may, at the City's expense, audit or have audited, upon reasonable notice, all the financial records of the Grantee, whether or not purported to be related to this Grant. 8. Publicity and Credits: The Grantee must include the City of Miami Beach logo and the following credit line in all publications related to this Grant: City of Miami Beach, Cultural AfFairs Program, Cultural Arm Council. Failure to do so may preclude future grant funding from the City in the same manner as if Grantee defaulted under this Agreement, pursuant to Article II-12. 2of9 9. Liability and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers, employees, agents and instruments from any and all liability, losses ordamages, including attorneys' fees and costs of defense, which the City or its officers, employees, agents and instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or resulting from the performance if this Agreement by the Grantee or its employees, agents, servants, partners, principals or subcontractors. Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which may issue thereon. Grantee expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided, shall in noway limit the responsibility to indemnify, keep and save harmless and defined the City or its officers, employees, agents and instrumentalities as herein provided. If the Grantee is a government entity, this indemnification shall only be to the extent and within the limitations of Section 768.28 Florida Statute, subject to the provisions of that Statute whereby the Grantee entity shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgment or portions thereof, which, when totaled with all other claims orjudgments paid by the government entity arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the Grantee entity. 10. Assignment: The Grantee is not permitted to assign this Grant, and any purported assignment will be void, and shall be treated as an event of default pursuant to Article II-12. 11. Compliance with Laws: The Grantee agrees to abide by and be governed by all applicable Federal, State, County and City laws, including but not limited to Miami-Dade County's Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and Chapter 2, Article VII ofthe Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set forth herein. 12. Default/Termination Provisions: In the event the Grantee shall fail to materially conform with any of the provisions of this Agreement, the Cultural Affairs Program Manager or his Designee may terminate this Agreement and withhold or cancel all or any unpaid installments of the Grant upon giving five (5) calendar days written notice to the Grantee, and the City shall have no further obligation to the Grantee under this Agreement. Further, in the event oftermination, the Grantee shall be required to immediately repay to the City all portions of the Grant which have been received by the Grantee, as of the date that the written demand is received. In the event that this Grant is terminated and the Grantee is requested to repay all or a portion of the Grant funds because of a breach of this Agreement, the following terms will apply: a. For First-time violations -Grantee shall be required to submit a final report v~ith documentation of expenditure of all grant awards already received (first half) prior to the termination date. If such report is not approved by the Cultural Affairs Program Manager or his Designee, at his sole discretion, Grantee shall be required to immediately return all grant funds received in full to the City of Miami Beach. Grantee will not receive remainder of this Grant award. Additionally, Grantee will be ineligible to apply and/or receive a grant in the subsequent City fiscal year. However, Grantee will be allowed to apply for future fiscal year's grants programs. b. For more than First-time violations -Any future compliance infractions by Grantee will be considered by the City, through its Cultural Affairs Program Manager or his Designee, on a case-by-case basis. As part of his consideration, the Cultural Affairs Program Manager or his Designee shall obtain the recommendation of the Cultural Arts Council, but the final decision as to whether Grantee may be allowed to apply for future grants shall remain within the sole discretion of the City. Any uncommitted Grant funds which remain in the possession or under the control of the Grantee as of the date of the Expenditure Deadline specified in Article 1-5 must be returned to the City within fifteen (15) days after the Expenditure Deadline; if such funds have been committed but not expended, the Grantee must request 3of9 in writing from the Cultural Affairs Program Manager or his Designee an extension of the Expenditure Deadline which, if approved, shall be for a period not to exceed one (1) year. Grant funds which are to be repaid to the City pursuant to this Section are to be repaid upon demand by delivering to the Cultural Affairs Program Manager or his Designee a certified check for the total amount due, payable to the City of Miami Beach, Florida. These provisions do not waive or preclude the City from pursuing any other remedies that may be available to it under the law. 13. Indulgence Will Not be Waiver of Breach: The indulgence of either party with regard to any breach or failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or any portion of this Agreement either atthe time of the breach of failure occurs or at any time throughoutthe term of this Agreement. 14. Written Notices: Any written notices required under this Agreement will be effective when delivered in person or upon the receipt of a certified letter addressed to the Grantee at the address specified in Article I-1 of this Agreement, and to the City when addressed as follows: Gary Farmer, Cultural Affairs Program Manager, City of Miami Beach Dept. of Tourism and Cultural Development, 1700 Convention Center Drive, Miami Beach, Florida 33139-1819. 15. Captions Used in this Agreement: Captions, as used in this Agreement, are for convenience of reference only and should not be deemed or construed as in any way limiting or extending the language or provisions to which such captions may refer. 16. Contract Represents Total Agreement: This contract, including its special conditions and exhibits, represents the whole and total agreement ofthe parties. No representations, except those contained within this agreement and its attachments, are to be considered in construing its terms. No modifications or amendments may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate action by the Mayor and City Commission. Article III /Miscellaneous Provisions 17. The Grant awarded herein is the result of an extensive public review process, which found that the Grantee is performing a public purpose through the programs, projects, and services recommended forsupport. As such, use of these funds for any program component not meeting this condition will be considered a breach ofthe terms of this Agreement and will allowthe City to seek remedies including but not limited to those outlined in this Grant Agreement. 18. The Grantee also accepts and agrees to comply with the following Special Conditions: The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex. The Grantee hereby agrees that it will comply with City of Miami Beach Ordinance No. 92-2824, as amended from time to time, prohibiting discrimination in employment, housing and public accommodations on account of race, color, national origin, religion, sex, sexual orientation, handicap, marital status, or age. The City endorses 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 to persons without disabilities. The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits discrimination on the basis of disability and requires that Grant recipients provide equal access and equal opportunity and services without discrimination on the basis of any disability. 4of9 19. GOVERNING LAW AND EXCLUSIVE VENUE This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, Grantor AND Grantee EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. -The remainder of this page is left intentionalty blank- 5of9 Exhibit 1 I Revised Project Description Organization: Miami Lyric Opera, Inc. Completely describe Project approved by the Grants Panel and in a separate narrative detail all revisions to the Project based upon the City Commission approved award. Please be as specific as possible; name of event, specific dates, venues, times, artists, etc. Use extra page if necessary. Protect description as approved by Grants Panel: The Miami Lyric Opera is pleased to announce that for the 2007-2008 season, all performances (8 total) have been moved to Miami Beach. The season includes four full-scale opera productions with full orchestra including Lucia di Lamermoor, La Traviata, L'Italiana in Algeria, and I Puritani. Additionally a late season Gala Concert of well known and loved arias and other selections of noted opera music will be presented featuring performers from our staged productions. Each production will be presented twice during this fiscal year at the Colony Theater on Lincoln Road. The four full productions and concert gala will feature new stage sets designed and produced by Eliana Ivirucu and Demetrio. These sets will be created specifically for these four new productions on Miami Beach. New stage direction will be conceived and directed by Josh Le Matt and Raffaele Cardone, with artistic and general direction by Raffaele Cardone. Full productions of the four featured operas have rarety, if ever been pertormed on Miami Beach, and have not yet been undertaken by the MLO. Proict description as revised (if applicable) based upon the City Commission approved award: Changes to projects awarded under the Artistic Disciplines program must still adhere to the requirement that the work is new or has never before been presented in Miami Beach. None. 6of9 Exhibit 2-A: Project Budget /Revised Total Project Budget Name of organization: Miami Lyric Opera, Inc. Date(s) of Project: October 1, 2007 -September 30, 2008 Attach a copy of the total Project budget or list cash expenses and cash revenues specifically identified with your program, project or events. Round off all numbers to the nearest dollar. EXPENSES REVENUES CASH IN-KIND CASH IN-KIND Personnel -artistic Admissions 56,850 Personnel -technical Contracted services Personnel -administration 5.500 3,500 Tuitions Outside artistic fees/services 70,140 1,500 Corporate support 10,300 8,500 Outside other fees/services 2,800 Foundation support Marketing/Publicity 3,100 9.000 Individual support 13,500 10,800 Space rental 11.800 Government grants 15,000 Travel 1,800 Federal Utilities State Equipment rental Office supplies 1,370 1,500 Insurance/Security 1,850 Other Costs: (Itemize below) Other Contributions (Itemize below) Catarina Tor artists 1.500 Proaram Ad Sales 5.710 SetDesian/Fabrication 5.500 3,800 Costume rental 3.000 Music rental 3,000 City of Miami Beach Grant Award 10,000 Total cash expenses 111,360 Total in-kind expenses 19,300 Total project expanses 130,660 CASH & IN-KIND Total cash revenues 111,360 Total in-kind revenues 19,300 Total project revenues 130,660 CASH 8 IN-KIND 7of9 Exhibit 2-B: Project Budget /Revised Grant Award Budget Name of organization: Miami Lyric Opera, Inc. Date(s) of Project: October 1, 2007 -September 30, 2008 Grant Award: $10,000 Directions: Identify and itemize cash expenses to be paid from Grant award funds. Grant awards may only be spent within budget categories declared below. Line item changes to said Budget shall not exceed ten percent (10°~) per category, so long as said expenditures do not exceed the total amount of Grant funds Grant Expenses Personnel -artistic Equipment Rental Personnel -technical Space rental (Performance Related Only) Outside artistic fees 5,000 Insurance (Performance Related Only) Marketing/Publicity Total Other Costs (itemize Below) Printing Description Amount Postage Set Design/Fabrication 5,000 In County Travel TOTAL (must equal grant award): 10.000 Grant requirements Grant funds must be spent within budget categories agreed upon in grant agreement. All publications associated with City of Miami Beach cultural grant support must include the City of Miami Beach logo and the following byline: "City of Miami Beach, Cultural Affairs Program, CulturalArts Council" Allowable Grant Expenditures as Relates to Grant Project: • Artistic and technical fees directly related to the proposed program or event • Production costs related to the proposed program, project or event • Honoraria • Equipment rental and expendable materials • Marketing • Publicity • Local travel and transportation costs related to proposed program, project or event. Local travel is defined as travel within the Miami Dade County area • Equipment rental and personnel necessary to provide program accessibility as mandated by the Americans with Disabilities Act (ADA) and Section 504 of the Rehabilitation Act of 1973 Sof9 Grant Use Restrictions (grant funds may not be used towards): • Remuneration of City of Miami Beach employees for any services rendered as part of a project receiving a grant from Cultural Affairs grants programs • Administrative salaries or fees • "Bricks and mortar" or permanent equipment; unless the purchase price is less than the cost of rental. • City of Miami Beach services (permit fees, off duty police, electricians, insurance, etc.) • Debt reduction • Indirect or general operating costs related to the operation of the organization (Cultural Anchors excluded from this restriction) • Travel or transportation outside the local Miami Dade County area • SociaVFundraising events, beauty pageants or sporting events • Hospitality costs including decorations or affiliate personnel with the exception of artists • Cash prizes • Lobbying or propaganda materials • Charitable contributions • Events not open to the public; unless the event serves to specifically benefit City of Miami Beach government Required supporting materials for final reports submitted within 45 days upon completion of grant project: • Copies of all receipts, invoices and expenditures of grant monies. CATEGORIZE ALL RECEIPTS, INVOICES AND CANCELLED CHECKS (front and back copies), ETC. ACCORDING TO THE GRANT BUDGET (i.e. -all artists payments, separate from advertising payments) • Proof of logo and credit line in project publications and advertisements • Proof of pertormance(s), such as programs, brochures and flyers. 9of9