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Camposition, Inc.m MIAMIBEACH ~o~~~a~q~~ City of Miami Beach Cultural Affairs Program and Cultural Arts Council Fiscal Year 2008!09 Cultural Affairs Grant Agreement This Grant Agreement is entered into this ~-2_day of _CI~~c2008, between the City of Miami Beach, Florida (the City), and (Grantee). Article I /Grant Description 1. Grantee: Camposition, Inc. Grant Contact: Octavio Campos Address: 247 SW 8th Street Suite 201 City, State, Zip: Miami, Florida 33130 Phone, fax, e-mail : 786-399-7275, , octavio(8tcamposition.orq 2. Grant amount S 8,457.10 50% paid upon execution of this Agreement. Remaining 50% paid upon completion of Project and submission and approval ofFinal 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: October 27, 2008 6. Expenditure deadline: September 30, 2009 7. Project completion date: February 29, 2009 8. Final Report deadline: Must tie postmarked or delivered no later than 45 days after Project completion date. IN WITNESS WHEREOF, the pa t es hereto have executed this Agreement this ~~-play of d LTU~3(J-fL , 2008. l ~ ~ / ~ //~,y ,('~~~1 ~~ ~ Mai wer, Mayor ~ Signature Attest: ~n 1~~ fjG Robert P/a/r(.cher, City Clerk Grantee's C orate Seal Here GRANTEE: Federal to u: 20-5752356 By. ~ ~1,i C~~~t30VED AS TO Printed Name of OrganizatiolS five 8 FOH ~FXECUTION ~'"'~~ /~ 2z ca ~r STATE OF FLORIDA, COUNTY OF MIAMI- DADE The f~regoing instrument wes acknowledged before me this "L day of - ~~[ ~ ~~r r 2008, by (I~'lz~~'~b ~~~~IAtio~ ~.~~~E'S of [t.C_~~l~l i ~rf R.'~/~ . a not-forvprofd corporation. He/She is personally k oWn to me or s produced ~ <<•`~t as identificatio ~ i ~- __ _ '~ Signature of Notary w ' IWETTE N00Afl8E-CA6RERA ttonrr rvrowc . sus. a rwoa. w()onmlpbn EapMM IwP ~. 201t Notary Name: Notary Public, State gly(t~ 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 Guttural Affairs Program Manager or his Designee. 2. Protect Description: The Grantee may only use the Grant for the 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 specked 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. Notwithstandingthe preceding sentence, amendments to the itemized Grant Award Budget in Exhibit 2-B shall not be permitted without the priorwritten consent of the 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. Reoorts: This Grant has been awarded with the understanding that the described Project will enhance and devebp the City's cultural community. To demonstrate that the Grant is fulling, 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 Guttural Affairs Program Manager or his Designee wdhin 45 days of the Project's completion date. Grantees completing their Project by Fiscal Year End, September 30, 2009, must submit their final reports no later than November 15, 2009. 4. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Artide 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 Manager or his Designee may monitor and conduct an evaluation of operations and the Project under this Grant, which may indude visits by City representatives to observe the Project of 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 all documents pertaining to payments received and made in conjunction wfth 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 spedfied in Artide 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. Publidty 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 Arts 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 or damages, 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 empbyees, 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 attomeys' 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 govemment 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 beheld liable to pay a personal injury or property damage claim orjudgment 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 or judgments paid by the govemment 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, bsses 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 Vented as an event of default pursuant to Arfide 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 Countys Conflict of Interest and Code of Ethics Ordinance, as amended, which is incorporated herein by reference as iFfuly setforth herein, arxi Chapter 2, Article VII of the Miami Beach City Code, as amended, which is incorporated herein by reference as if fully set forth herein. 12. Default/Terrnination Provisions: In the event the Grantee shall fail to materially conform with any of the provisions of this Agreement, the Guttural Affairs Program Manager or his Designee may temtinate this Agreement and wlthhold or cancel all or any unpaid installments of the Grant upon giving five (5) glendar days written notice to the Grantee, and the City shall have no further obligation to the Grantee under this Agreement. Further, in the event of termination, 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 submlt a final report with 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 specked in Article 1-5 must t>e returned to the Citywithin 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 lt under the law. t 3. 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 ether at the time of the breach of failure occurs or at any time throughout the 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. 18. Contract Represents Total Agreement: This contract, including its special conditions and exhibits, represents the whole and total agreement of the parties. No representations, except those contained within this agreement and its attachments, are to be considered in construing its terms. No modifications or amendments may be made to this Agreement unless made in writing 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 for support. As such, use of these funds for any program component not meeting this condition will be considered a breach of the terms ofthis 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 Condltions: The Grantee hereby agrees that lt 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 compy with City of Mlaml 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 disabilties from enjoying the same employment opportunfties 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 exGusive 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,rf 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 intentionally blank- Sof9 Exhibit 1 1 Revised Project Description Organization: Camposition, 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. Project description as approved by Grants Panel: The proposed project is the original play 1111)0 Homosexuals by Miami author Michael Yawney, co- commissioned by the Adrienne Arsht Center for the Performing Arts and Camposition Inc. This will be the lust Miami F3each presentation of 11/00 Homosexuals, which will premiere at the Arsht Center's Carnival Shidio'I'hcatcr in Novemtx;r 300A. The play will be presented at the Byron Carlyle Theater in North Reach on February 26, 27 and 2d, 2UU9. All performances are scheduled at 8:UU pm. Project description as revised (if applicable) based uaon the Citv 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. 6of9 Exhibit 2-A: Project Budget /Revised Total Project Budget Name of organization: Camposition, Inc. Date(s) of Project: Feb. 26, 27, 28, 2009 Attach a copy of the total Project budget or list cash expenses and cash revenues specifically identified with your program, project or events. Round ofl all numbers to the nearest dollar. EXPENSES REVENUES CASH IN-KIND CASH IN-KIND Personnel -artistic 4500 Admissions 11543 Personnel -technical 6934 Contracted services Personnel -administration ~ Tuitions Outside artistic fees/services Corporate support Outside other fees/services Foundation support Marketing/Publicity 10~ Individual support Space rental 49~ Government grants __ - Travel Federal Utilities State Equipment rental 650 Office supplies Insurance/Security 150 Other Costs: (Itemize below) Other Contributions (Itemize below) Pri 'n 283 Suoolioe~Nateriele 1300 City of Miami Beach Grant Award 8,457.10 Total cash expenses 20000 Total cash revenues 20000 Total in-kind expenses Total in-kind revenues Total project expenses 20000 Total project revenues 20000 CASH 8 IN-KIND CASH 8. IN-KIND 7of9 Exhibit 2-B: Project Budget /Revised Grant Award Budget Name of organization: Camposition, Inc. Date(s) of Project: February Grant Award: $8,457.10 Directions: Ident"rfy 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°k) per category, so long as said expen ditures do not exceed the total amount of Grant funds Grant Expenses Personnel -artistic 2250 Equipment Rental Personnel -technical 3467 Space rental {Performance Related Only) 2~ Outside artistic fees Insurance (Performance Related Only) 75 MarketinglPublicity Total Other Costs (itemize Below) Printing 173 Description Amount Postage TOTAL (must equal grant award): 8457 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, Guttural Arts 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 8of9