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24395
AGREEMENT INFORMATION AGREEMENT NUMBER 24395 NAME/TYPE OF AGREEMENT CUBAN MUSEUM, INC. DESCRIPTION GRANT FUNDING AGREEMENT/AMERICAN MUSEUM OF THE CUBAN DIASPORA/FILE ID: 13490/R-23-0114 EFFECTIVE DATE April 20, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/4/2023 DATE RECEIVED FROM ISSUING DEPT. 5/4/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Office of Management & Budget DEPT. CONTACT PERSON: Gabriel Brito EXT. 305-416-1203 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Cuban Museum, Inc. (ARPA) IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: $175,000.00 FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ® GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY): ARPA GRANT FUNDING AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Execution of ARPA Grant Agreement with Cuban Museum, Inc. (ARPA, D3), to complete a critical exhibition at the "American Museum of the Cuban Diaspora" museum. COMMISSION APPROVAL DATE: 03/9/23 FILE ID:13490 ENACTMENT NO.: R-23-0114 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: N/A ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR April 28, 2023 I 10:21:38 EDT PRINT: MARIE SIGNATURE: "MAGGIE" GOUIN DocuSigned by: SUBMITTED TO RISK MANAGEMENT April 28, 2023 I 10:26:38 EDT PRINT: ANN- SIGNATURE: PRINT: VICTORIANIMAZ SIGNATURE: RIES '" "RPE ,. DocuSigned by: Fy° Ot44v) DocuSigned by: 0fF���� _— cos SUBMITTED TO CITY ATTORNEY /mil EDT May 1, 2023 I 21:02:07 RECEIVED BY CFO/ ASSISTANT CITY MANAGER May 3, 2023 I 10:00:34 EDT PRINT: LARR SIGNATURE: PRINT: ARTHURA SIGNATURE: " STRITG"57 , DocuSigned by: (Ayr (1 Sp APPROVAL BY CITY MANAGER May 3, 2023 1 10:53:01 EDT -nem V. DocuSigned by: Noriuja C 850CF6C372DD42A._ ATTESTED BY CITY CLERK May 4, 2023 1 11:10:36 EDT PRINT: TODD RE: SIGNATURE: B. HANNON DocuSigned by: '— F46D7560DCF1459 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E CITY OF MIAMI, FLORIDA OFFICE OF MANAGEMENT AND BUDGET THE AMERICAN RESCUE PLAN ACT OF 2021 ("ARPA") GRANT FUNDING AGREEMENT This Agreement (hereinafter the "Agreement") is entered into this 20 day of , 2023, between the City of Miami, a municipal corporation of the State of Florida (hereinafter the "CITY"), & Cuban Museum, Inc. a Florida Not for Profit Corporation (hereinafter referred to as the "BENEFICIARY"). FUNDING SOURCE: CFDA# (If applicable): EIN: United States Department of the Treasury 65-0729730 AMOUNT: $ 175,000.00 TERM OF AGREEMENT: See Section 3.2 PROJECT NUMBER: 40-A2-34-0004 DUNS® NUMBER: 049534949 UNIQUE ENTITY WKKQRMFXNLL3 IDENTIFIER (SAM.GOV): AGENCY'S ADDRESS: 1200 Coral Way Miami, FL 33145 WITNESSETH 1 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E WHEREAS, the Scope of Work described in the Agreement are authorized through the Act and the Resolution, with funding from the United States Department of the Treasury; and WHEREAS, the City Commission of the City of Miami authorized the City Manager to execute the necessary agreements with the BENEFICIARY so that BENEFICIARY can undertake the work necessary to complete a permanent exhibit which is expected to open on Saturday, May 20, 2023 at 1200 Coral Way, Miami Florida 33145. The exhibit covers the history of Cuba and the events leading up to the 1959 revolution, the usurpation of power by the communist party, and the consequential armed conflict, political imprisonment, exodus and their continuing impact and connection to Miami and the United States, including the increasing role and contributions of Cuban exiles to the United States. Work will include maintenance, supplies, program materials, artistic personnel, promotions, advertising, exhibition expenses, and consulting services. WHEREAS, the parties hereto have agreed to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and obligations herein set forth, the parties understand and agree as follows: ARTICLE I EXHIBITS AND DEFINITIONS 1.1 EXHIBITS. Attached hereto and forming a part of this Agreement are the following Exhibits: Exhibit A Corporate Resolution Authorizing Execution of this Agreement Exhibit B Scope of Work Exhibit C Compensation and Budget Summary Exhibit D Certification Regarding Lobbying Form Exhibit E Certification Regarding Debarment, Suspension and other Responsibility Matters (Primary Covered Transactions Form) Exhibit F Crime Entity Affidavit Exhibit G Insurance Requirements Exhibit H Programmatic Reporting Requirements 1.2 DEFINED TERMS. As used herein the following terms shall mean: Rev. 2.9.23 2 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E Funds: The $175,000.00 paid to BENEFICIARY in exchange for BENEFICIARY completing the activities described in the Scope of Work set forth in Exhibit B. Agreement Records: Any and all books, records, documents, information, data, papers, letters, materials, and computerized or electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved, which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the BENEFICIARY or any subcontractor in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. CFR: Code of Federal Regulations. Department: The City of Miami Office of Management Budget or its designee. Federal Award: Any federal funds received by the BENEFICIARY from any source during the period of time in which the BENEFICIARY is performing the obligations set forth in this Agreement. Program: The American Museum of the Cuban Diaspora (Cuban Museum, Inc.) is seeking recover from revenue loss during the pandemic, and utilize funding to complete its permanent exhibition on Cuban American history and its promotion through tour operators, guides, and advertisements, which is pursuant to the American Rescue Plan Act of 2021, Pub. L. No. 117-2 (March 11, 2021) (the "Act"), 31 CFR Part 35 ("Final Rule"), and by City of Miami's City Commission through Resolution No. R-23-0114 (the "Resolution") with funding from the United States Department of the Treasury, and as further described in Exhibit B. Treasury: The United States Department of the Treasury. ARTICLE II BASIC REQUIREMENTS The following documents must be approved by the CITY and must be on file with the Department prior to the CITY's execution of this Agreement: 2.1 The Scope of Work submitted by the BENEFICIARY to the CITY which shall become attached hereto as Exhibit "B" to this Agreement and shall include the following: Rev. 2.9.23 3 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 2.1.1 The description section shall detail the activities and/or work to be carried out by the BENEFICIARY and the goals of the activities and/or work being undertaken. It should specifically describe the activities and/or work to be carried out as a result of the expenditure of Funds. Where appropriate it should list measurable objectives, provide metrics, define the who, what, where and when of the activities, work, and/or project, and in general detail how these activities, work, and/or project will benefit the BENEFICIARY and the community it serves. 2.1.2 The schedule should provide projected milestones and deadlines for the accomplishment of tasks in carrying out the Scope of Work. These projected milestones and deadlines are a basis for measuring actual progress during the term of this Agreement. These items shall be in sufficient detail to provide a sound basis for the CITY to effectively monitor performance by the BENEFICIARY under this Agreement. 2.1.3 A Statement of Need should be provided and, if available, it is recommended to provide any applicable data and source citations for said data. It should provide a description of the specific harm or need to be addressed, and why the harm was exacerbated or caused by COVID-19. It should also provide an explanation of why existing capital equipment, property, or facilities would be inadequate to addressing the harm or need and why policy changes or additional funding to pertinent programs or services would be insufficient without the corresponding capital expenditures. It should also provide a comparison of the proposed capital project against at least two alternative capital expenditures and demonstration of why the proposed capital expenditure is superior. 2.1.4 The Scope of Work should provide a Project/Program Objective which shall include the population being served and any applicable and available demographic information. 2.1.5 Identify any key factors of the Scope of Work that demonstrate why the activities and/or services are eligible for ARPA Funding. 2.1.6 If the Scope of Work uses evidence -based interventions, the BENEFICIARY must provide the evidence base for the interventions that are ARPA funded. BENEFICIARY shall identify the total dollar amount of the Award allocated towards evidence -based interventions in the Budget Summary identified in Section 2.2 of this Agreement. 2.1.7 The BENEFICIARY shall include an estimated project timeline for the activities and/or work identified in the Scope of Work. Said project timeline shall be in accordance with Section 3.2 of this Agreement. 2.2 The Budget Summary attached hereto as Exhibit "C", including the BENEFICIARY's Itemized Budget, Cost Allocation, Budget Narrative, Staff Salary Schedule and a copy of all subcontracts. Rev. 2.9.23 4 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 2.3 A list of the BENEFICIARY's present officers and members of the Board (names, addresses, and telephone numbers.) 2.4 A list of key staff persons (with their titles) who will carry out the Scope of Work. 2.5 Completion of an Authorized Representative Statement, in a form acceptable to the CITY. 2.6 Completion of a Statement of Accounting System. 2.7 A copy of the BENEFICIARY's corporate personnel policies and procedures. 2.8 Job description and resumes for all positions funded in whole or in part under this Agreement. 2.9 Copy of the BENEFICIARY's last federal income tax return (IRS Form 990). 2.10 The following corporate documents: (i) Bylaws, resolutions, and incumbency certificates for the BENEFICIARY, certified by the BENEFICIARY's Corporate Secretary, authorizing the consummation of the transactions contemplated hereby, all in a form satisfactory to the CITY. 2.11 Acceptance of the requirements contained under the Act and Lead Based Paint regulations under 24 CFR Part 35. 2.12 ADA Requirements. 2.13 Drug Free Certification. 2.14 All other documents reasonably required by the CITY. ARTICLE Ill TERMS AND PROCEDURES 3.1 CITY AUTHORIZATION. For the purpose of this Agreement, the Department will act on behalf of the CITY in the fiscal control, programmatic monitoring and modification of this Agreement, except as otherwise provided in this Agreement. 3.2 EFFECTIVE DATE AND TERM: The effective date of this Agreement is the date that the City Clerk signs this Agreement ("Effective Date"). The term of this Agreement shall commence on the Effective Date and shall expire on September 30, 2024, unless extended per written agreement by both parties. Pursuant to the Final Rule, the funds must be expended by December 31, 2026, and therefore this Agreement shall not be extended beyond said date. The term of this Agreement may be amended, modified, or subject to termination in the event the Final Rule amends the timeframe for which the funds must be expended. 3.3 OBLIGATIONS OF BENEFICIARY. The BENEFICIARY shall carry out the work and activities as prescribed in its Scope of Work, attached hereto and incorporated herein as Exhibit "B" ("Scope of Work"), which is attached and incorporated herein and made a part of this Agreement, in a manner that is lawful, and satisfactory to the CITY, and in accordance with the Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E written policies, procedures, and requirements as prescribed in this Agreement, and as set forth by the Treasury and the CITY. 3.4 POLICIES AND PROCEDURES. This Agreement is subject to the current Federal requirements and/or regulations under the Act or otherwise, as may be amended. The BENEFICIARY is aware of and accepts the Act, the Final Rule, and the Programmatic Reporting Requirements, which is attached hereto and incorporated herein as Exhibit "H," (collectively, "Policies and Procedures"), as the official documents that outline the fiscal, administrative, and federal guidelines that shall regulate the day-to-day operations of the BENEFICIARY. The Policies and Procedures are incorporated herein and made part of this Agreement. The CITY reserves the right to update the Policies and Procedures, or any portion thereof, in the CITY's sole and absolute discretion. The updated version(s) of the Policies and Procedures shall be incorporated and made a part of this Agreement. 3.5 LEVEL OF SERVICE. Should start-up time for the Scope of Work be required or in the event of the occurrence of any delays in the activities thereunder, the BENEFICIARY shall immediately notify the Department in writing, giving all pertinent details and indicating when the Scope of Work shall begin and/or continue. It is understood and agreed that the BENEFICIARY shall maintain the level of activities and expenditures in existence prior to the execution of this Agreement. Any activities funded through or as a result of this Agreement shall not result in the displacement of employed workers, impair existing agreements for services or activities, or result in the substitution of funds allocated under this Agreement for other funds in connection with work which would have been performed in the absence of this Agreement. 3.6 PRIOR APPROVAL. The BENEFICIARY shall obtain the prior approval of the CITY prior to undertaking any of the following with respect to the project and/or the Scope of Work: • The modification or addition of any Scope of Work activities and/or work as listed in Exhibit B and/or the Itemized Budget. • Any out-of-town travel not specifically listed in the Itemized Budget. • The use of Funds in any manner not specifically listed in the Itemized Budget. • The disposal of any Agreement Records. ARTICLE IV FUNDING AND DISBURSEMENT REQUIREMENTS 4.1 COMPENSATION. The amount of compensation payable by the CITY to the BENEFICIARY shall be pursuant to the rates, schedules and conditions described in Exhibit "C" attached hereto and incorporated into this Agreement. 4.2 INSURANCE. At all times during the term hereof, the BENEFICIARY shall maintain insurance acceptable to the CITY. Prior to commencing any activity under this Agreement, the BENEFICIARY shall furnish to the CITY original certificates of insurance indicating that the BENEFICIARY is in compliance with the provisions described in Exhibit "G-2" attached hereto and incorporated into this Agreement. Rev. 2.9.23 6 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E At all times during the term hereof, the BENEFICIARY's contractor shall maintain insurance acceptable to the CITY. Prior to commencing any construction activity under this Agreement, the BENEFICIARY or their contractor shall furnish to the CITY original certificates of insurance indicating that the BENEFICIARY is in compliance with the provisions described in Exhibit "G- 1" attached hereto and incorporated into this Agreement. Failure to comply with these Insurance Requirements shall constitute an event of default and the City may exercise any rights and/or remedies afforded to it pursuant to this Agreement, and/or afforded to it in law or equity. 4.3 FINANCIAL ACCOUNTABILITY. The CITY reserves the right to audit the records of the BENEFICIARY at any time during the performance of this Agreement and for a period of five (5) years after its expiration/termination. The BENEFICIARY agrees to provide all financial and other applicable records and documentation of services to the CITY. Any payment made shall be subject to reduction for amounts included in the related invoice which are found by the CITY, on the basis of such audit and at its sole discretion, not to constitute reasonable and necessary expenditures. Any payments made to the BENEFICIARY are subject to reduction for overpayments on previously submitted invoices. 4.4 RECAPTURE OF FUNDS. The CITY reserves the right to recapture Funds in the event that the BENEFICIARY shall fail: (i) to comply with the terms of this Agreement, or (ii) to accept conditions imposed by the CITY at the direction of the federal, state, and local governments and/or agencies. 4.5 CONTINGENCY CLAUSE. Funding pursuant to this Agreement is contingent on the availability of funds and continued authorization for Program activities, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in rules, laws, federal guidance, rules, laws, and regulations. ARTICLE V AUDIT REQUIREMENTS 5.1 As a necessary part of this Agreement, the BENEFICIARY shall adhere to the following audit requirements: 5.1.1 If the BENEFICIARY expends $750,000 or more in federal funds during its fiscal year, it shall have a Single or a Program -Specific Audit conducted for that year. Such Audit must be conducted in accordance with General Accepted Government Auditing Standards (GAGAS.) a) Single Audit. A single audit must be conducted in accordance with the applicable requirements of 2 CFR 200.514 "Scope of Audit", except when the Rev. 2.9.23 7 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E BENEFICIARY elects to have a Program -Specific Audit conducted in accordance with paragraph b) of this section. b) Program -Specific Audit. When a BENEFICIARY expends Federal Awards under only one federal program and the federal program's statutes, regulations, or the terms and conditions of the Federal Award do not require a financial statement audit of the BENEFICIARY, the BENEFICIARY may elect to have a Program -Specific Audit conducted in accordance with the applicable requirements of 2 CFR 200.507 "Program -Specific Audits." The auditor must: (i) Perform an audit of the financial statement(s) for the Federal program in accordance to GAGAS; (ii) Obtain an understanding of internal controls and perform tests of internal controls over the Federal program consistent with the applicable requirements of 2 CFR 200.514(c) to ensure compliance with procedures; (iii) Perform procedures to determine whether the BENEFICIARY has complied with Federal statutes, regulations, and the terms and conditions of Federal Awards that could have a direct and material effect on the Federal program consistent with the applicable requirements of 2 CFR 200.514(d); (iv) Follow up on prior audit findings, perform procedures to assess the reasonableness of the summary schedule of prior audit findings prepared by the BENEFICIARY in accordance with the applicable requirements of 2 CFR 200.511 "Audit findings follow-up", and report, as a current year audit finding, when the auditor concludes that the summary schedule of prior audit findings materially misrepresents the status of any prior audit finding; and (v) Report any audit findings consistent with the applicable requirements of 2 CFR 200.516 "Audit findings". The auditor's report(s) must state that the audit was conducted in accordance with the applicable requirements of 2 CFR 200.507 "Program -Specific Audits" and include the following: (i) An opinion (or disclaimer of opinion) as to whether the financial statement(s) of the Federal program is presented fairly in all material respects in accordance with the stated accounting policies; 8 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E (ii) A report on internal control related to the Federal program, which must describe the scope of testing of internal control and the results of the tests; (iii) A report on compliance which includes an opinion (or disclaimer of opinion) as to whether the BENEFICIARY complied with laws, regulations, and the terms and conditions of Federal Awards which could have a direct and material effect on the Federal program; and (iv) A schedule of findings and questioned costs for the Federal program that includes a summary of the auditor's results relative to the Federal program in a format consistent with 2 CFR 200.515 "Audit reporting", paragraph (d)(1) and findings and questioned costs consistent with the requirements of 2 CFR 200.515 "Audit reporting", paragraph (d)(3). 5.1.2 If the BENEFICIARY expends less than $750,000 in federal funds during its fiscal year, it is exempted from federal audit requirements for that year and consequently the audit cost is not a reimbursable expense. The CITY, however, may request the BENEFICIARY to have a limited scope audit for monitoring purposes. These limited scope audits will be paid for and arranged by the CITY and address only one or more of the following types of compliance requirements: activities allowed or unallowed; allowable costs/cost principles; eligibility; matching, level of effort, earmarking; and, reporting. All reports presented to the CITY shall, where applicable, include sufficient information to provide a proper perspective for judging the prevalence and consequences of the findings, such as whether an audit finding represents an isolated instance or a systemic problem. Where appropriate, instances identified shall be related to the universe and the number of cases examined and quantified in terms of dollar value. ARTICLE VI RECORDS AND REPORTS 6.1 The BENEFICIARY shall establish and maintain sufficient records to enable the CITY to determine whether the BENEFICIARY has met the requirements of the Program. At a minimum, the following records shall be maintained by the BENEFICIARY: 6.1.1 Records providing a full description of each activity and/or work assisted (or being assisted) with Funds, including its location (if the activity has a geographical locus), the amount of Funds budgeted, obligated and expended for the activity/work, and the specific provision in the Program regulations under which the activity is eligible. Rev. 2.9.23 9 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 6.1.2 Records demonstrating that BENEFICIARY and/or its client(s) meets eligibility criteria set forth in the Policies and Procedures and the Resolution, and that such information is provided in the form required in same. 6.1.4 Records required to be maintained in accordance with other applicable laws and regulations set forth in the Final Rule. 6.2 RETENTION AND ACCESSIBILITY OF RECORDS. 6.2.1 The Department shall have the authority to review the BENEFICIARY's records, including project and programmatic records and books of account, for a period of five (5) years from the expiration/termination of this Agreement (the "Retention Period"). All books of account and supporting documentation shall be kept by the BENEFICIARY at least until the expiration of the Retention Period. The BENEFICIARY shall maintain records sufficient to meet the requirements of the Final Rule. All records and reports required herein shall be retained and made accessible as provided thereunder. The BENEFICIARY further agrees to abide by Chapter 119, Florida Statutes, as the same may be amended from time to time, pertaining to public records. The BENEFICIARY shall ensure that the Agreement Records shall be at all times subject to and available for full access and review, inspection and audit by the CITY, federal personnel and any other personnel duly authorized by the CITY. The parties hereto further agree that any of the obligations in this section will survive the term, termination, and cancellation hereof. IF BENEFICIARY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO BENEFICIARY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS CIO OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE DEPARTMENT'S CUSTODIAN OF RECORDS AT THE OFFICE OF MANAGEMENT AND BUDGET, 444 SW 2ND AVENUE, 5TH FLOOR, MIAMI, FL 33130. 6.2.2 The BENEFICIARY shall include in all the Department approved subcontracts used to engage subcontractors to carry out any eligible substantive project or programmatic activities, as such activities are described in this Agreement and Rev. 2.9.23 10 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E defined by the Department, each of the record -keeping and audit requirements detailed in this Agreement. The Department shall in its sole discretion determine when activities/work are eligible substantive project and/or programmatic activities and subject to the audit and record -keeping requirements described in this Agreement. 6.2.3 If the CITY or the BENEFICIARY has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities pursuant to the project, the activities and/or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the Department fully, completely and finally resolved. 6.2.4 The BENEFICIARY shall notify the Department in writing both during the term of this Agreement and after its expiration/termination as part of the final close-out procedure, of the address where all Agreement Records will be retained. 6.2.5 The BENEFICIARY shall obtain the prior written consent of the Department to the disposal of any Agreement Records within one (1) year after the expiration of the Retention Period. 6.3 PROVISION OF RECORDS. 6.3.1 At any time upon request by the Department, the BENEFICIARY shall provide all Agreement Records to the Department. The requested Agreement Records shall become the property of the Department without restriction, reservation, or limitation on their use. The Department shall have unlimited rights to all books, articles, or other copyrightable materials developed in the performance of this Agreement. These rights include the right of royalty -free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Scope of Work for public purposes. 6.3.2 If the BENEFICIARY receives funds from, or is under regulatory control of, other governmental agencies, and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the BENEFICIARY shall provide a copy of each such report and any follow-up communications and reports to the Department immediately upon such issuance, unless such disclosure would be prohibited by any such issuing agency. 6.4 MONITORING. The BENEFICIARY shall permit the Department and other persons duly authorized by the CITY or Department to inspect all Agreement Records, facilities, goods, work, and activities of the BENEFICIARY which are in any way connected to the activities/work undertaken pursuant to the terns of this Agreement, and/or interview any clients, employees, subcontractors, or assignees of the BENEFICIARY. Following such inspection or interviews, the Department will deliver to the BENEFICIARY a report of its findings. The BENEFICIARY will rectify all deficiencies cited by the Department within the specified period of time set forth in the Rev. 2.9.23 11 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E report or provide the Department with a reasonable justification for not correcting the same. The Department will determine in its sole and absolute discretion whether or not the BENEFICIARY's justification is acceptable. At the request of the CITY, the BENEFICIARY shall transmit to the CITY written statements of the BENEFICIARY's official policies on specified issues relating to the BENEFICIARY's activities. The CITY will carry out monitoring and evaluation activities, including visits and observations by CITY staff. The BENEFICIARY shall ensure the cooperation of its employees and its board members in such efforts. Any inconsistent, incomplete, or inadequate information either received by the CITY or obtained through monitoring and evaluation by the CITY, shall constitute cause for the CITY to terminate this Agreement. 6.5 RELATED PARTIES. The term "related -party transaction" includes, but is not limited to, a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors and an organization for which the BENEFICIARY is responsible for appointing memberships. Upon forming the relationship or if already formed, before of at the time of execution of this Agreement, the BENEFICIARY shall report such relationship to the Department. Any supplemental information shall be promptly reported to the Department. The BENEFICIARY shall report to the Department the name, purpose for and any and all other relevant information in connection with any related -party transaction. 6.6 PROGRESS REPORTS. The BENEFICIARY shall submit to the CITY, on a quarterly basis, a Scope of Work status report. ARTICLE VII OTHER PROGRAM REQUIREMENTS 7.1 The BENEFICIARY shall maintain current documentation that its activities/work are Program eligible in accordance with the Act, the Final Rule, the Policies and Procedures, and the Resolution, all of which may be amended from time to time. 7.2 The BENEFICIARY shall comply with all applicable provisions of the Act, the Final Rule, Policies and Procedures, and the Resolution and the BENEFICIARY shall carry out each activity in compliance with all applicable federal, state, and local laws, rules, and regulations described therein. BENEFICIARY acknowledges that it may be required to comply with additional requirements imposed by the Treasury and/or the CITY, and BENEFICIARY agrees to comply with such requirements upon written notice from the CITY. 7.4 The BENEFICIARY shall cooperate with the Department in attending meetings at the request of the Department and to provide information as requested or required to the Department. 7.5 INTENTIONALLY OMITTED. Rev. 2.9.23 12 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 7.6 NON-DISCRIMINATION. The BENEFICIARY shall not discriminate on the basis of race, color, national origin, sex, religion, age, marital or family status or handicap in connection with the activities and/or the Scope of Work or its performance under this Agreement. Furthermore, the BENEFICIARY agrees that no otherwise qualified individual shall, solely by reason of his/her race, sex, color, creed, national origin, age, marital status, sexual orientation or handicap, be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving Funds. 7.7 The BENEFICIARY shall carry out its Scope of Work in compliance with all federal laws and regulations, state statutes, and local laws. 7.8 INTENTIONALLY OMITTED. 7.10 RELIGIOUS ORGANIZATIONS/CONSTITUTIONAL PROHIBITION. If the BENEFICIARY is or was created by a religious organization, the BENEFICIARY agrees that all Funds disbursed under this Agreement shall be subject to the conditions, restrictions, and limitations of the Act, the Final Rule, and all applicable laws. In accordance with the First Amendment of the United States Constitution, particularly regarding the relationship between church and State, Funds may not be used for religious activities. The BENEFICIARY shall comply with those requirements and prohibitions when entering into subcontracts. 7.11 REVERSION OF FUNDS. Upon expiration/termination of this Agreement, the BENEFICIARY shall provide to the City an accounting of the Funds used during the Term of this Agreement and transfer to the CITY any unused Funds at the time of expiration/termination and any accounts receivable attributable to the use of Funds within five (5) business days from the expiration/termination of this Agreement. 7.12 ENFORCEMENT OF THIS AGREEMENT. Any violation of this Agreement that remains uncured thirty (30) calendar days after the BENEFICIARY's receipt of notice from the CITY (by certified or registered mail) of such violation may, at the option of the CITY, be addressed by an action for damages or equitable relief, or any other remedy provided at law or in equity. In addition to the remedies of the CITY set forth herein, if the BENEFICIARY fails to comply with the terms of this Agreement, the CITY may suspend or terminate this Agreement in accordance with Article X of this Agreement. 7.13 SUBCONTRACTS AND ASSIGNMENTS. 7.13.1 The BENEFICIARY shall ensure that all subcontracts and assignments: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price components; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement. The requirements of this paragraph apply only to subcontracts and assignments in which parties are engaged to Rev. 2.9.23 13 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E carry out any eligible work, as may be defined by the CITY, set forth in this Agreement. The CITY shall in its sole discretion determine when activities/work are eligible activities/work pursuant to the Act, the Final Rule, the Resolution, and the Scope of Work. 7.13.2 The BENEFICIARY shall incorporate in all consultant subcontracts the following provision: "The BENEFICIARY is not responsible for any insurance or other fringe benefits for the Consultant or employees of the Consultant, e.g., social security, income tax withholding, retirement or leave benefits normally available to direct employees of the BENEFICIARY. The Consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself or herself and employees retained by the Consultant in carrying out the Scope of Work provided in this subcontract." 7.13.3 The BENEFICIARY shall be responsible for monitoring the contractual performance of all contracts it enters into (and any subcontracts that may arise therefrom) in furtherance of the Scope of Work. 7.13.4 The BENEFICIARY shall submit to the CITY for its review and confirmation any contract engaging any party to carry out any Scope of Work activities, to ensure its compliance with the requirements of this Agreement. The CITY's review and confirmation shall be obtained prior to the release of any funds for the BENEFICIARY's contractor(s). 7.13.5 The BENEFICIARY shall receive written approval from the CITY prior to either assigning or transferring any obligations or responsibility set forth in this Agreement or the right to receive benefits or payments resulting from this Agreement. Approval by the CITY of any subcontract or assignment shall not under any circumstances be deemed to require for the CITY to incur any obligation in excess of the total dollar amount agreed upon in this Agreement. 7.13.6 The BENEFICIARY and its contractor(s) shall comply (when applicable) with the Copeland Kick Back Act, Davis -Bacon Act, Contract Work Hours and Safety - Standards Act, and Lead -Based Paint Poisoning Prevention Act and all other related acts, as applicable. 7.14 USE OF FUNDS FOR LOBBYING PROHIBITED. The expenditure of Agreement funds for the purpose of lobbying the Legislature, judicial branch, or a state agency are expressly prohibited. ARTICLE VIII BENEFICIARY CERTIFICATIONS, ASSURANCES, AND REGULATIONS. Rev. 2.9.23 14 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 8.1 The BENEFICIARY certifies that: (a) The BENEFICIARY possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BENEFICIARY's governing body, authorizing the execution of the Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the BENEFICIARY to act in connection with this Agreement and to provide such information as may be required. (b) The BENEFICIARY shall comply with the Hatch Act, which limits the political activity of employees. (c) The BENEFICIARY shall establish safeguards to prohibit its employees from using their positions for a purpose that is or gives the appearance of being motivated by desire for private gain for themselves or others, particularly those with whom they have family, business, or other ties. (d) To the best of its knowledge and belief, the BENEFICIARY and its principals: (i) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (ii) have not, within a three-year period preceding the date of this Agreement, been convicted of or had a civil judgment rendered against any of them for the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or a contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction or records, making false statements, or receiving stolen property; (iii) are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with the commission of any of the offenses enumerated in this Article VIII; and (iv) have not, within a three-year period preceding the date if this Agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default. ARTICLE IX INTENTIONALLY OMITTED ARTICLE X REMEDIES, SUSPENSION, TERMINATION Rev. 2.9.23 15 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 10.1 REMEDIES FOR NONCOMPLIANCE. The CITY retains the right to terminate this Agreement at any time prior to the completion of the activities/work required pursuant to this Agreement without penalty to the CITY. In that event, notice of termination of this Agreement shall be in writing to the BENEFICIARY, who shall be paid for eligible work completed prior to the date of its receipt to the notice of termination. In no case, however, shall the CITY pay the BENEFICIARY an amount in excess of the total sum provided by this Agreement. It is hereby understood by and between the CITY and the BENEFICIARY that any payment made in accordance with this Agreement to the BENEFICIARY shall be made only if the BENEFICIARY is not in default under the terms of this Agreement. If the BENEFICIARY is in default, the CITY shall not be obligated and shall not pay to the BENEFICIARY any sum whatsoever. If the BENEFICIARY fails to materially comply with any term of this Agreement, the CITY may take one or more of the following courses of action: 10.1.1 Temporarily withhold cash payments pending correction of the deficiency by the BENEFICIARY, or such more severe enforcement action as the CITY determines is necessary or appropriate. 10.1.2 Disallow (that is, deny both the use of funds and matching credit) for all or part of the cost of the activity, work, or action not in compliance. 10.1.3 Wholly or partially suspend or terminate the current Funds committed to the BENEFICIARY. 10.1.4 Withhold further grants, loans, and/or other monies for the BENEFICIARY. 10.1.5 Take all such other remedies that may be legally available. 10.2 SUSPENSION. 10.2.1 The Department may, for reasonable cause, temporarily suspend the BENEFICIARY's operations and authority to obligate funds under this Agreement or withhold payments to the BENEFICIARY pending necessary corrective action by the BENEFICIARY. Reasonable cause shall be determined by the Department in its sole and absolute discretion, and may include: (i) Ineffective or improper use of the Funds by the BENEFICIARY; (ii) Failure by the BENEFICIARY to comply with any term or provision of this Agreement; (iii) Failure by the BENEFICIARY to submit any documents required by this Agreement; or (iv) The BENEFICIARY's submittal of incorrect or incomplete documents. 10.2.2 The Department may at any time suspend the BENEFICIARY's authority to obligate funds, withhold payments, or both. Rev. 2.9.23 16 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 10.2.3 The actions described in paragraphs 10.2.1 and 10.2.2 above may be applied to all or any part of the activities funded by this Agreement. 10.2.4 The Department will notify the BENEFICIARY in writing of any action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action taken, and the necessary corrective action(s). 10.3 TERMINATION. 10.3.1 Termination Because of Lack of Funds. In the event the CITY does not receive funds to finance this Agreement from its funding source, or in the event that the CITY's de -obligates the funds allocated to fund this Agreement, the Department may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the BENEFICIARY. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. In the event that the CITY's funding source reduces the CITY's entitlement under the Program, the CITY shall determine, in its sole and absolute discretion, the availability of funds for the BENEFICIARY pursuant to this Agreement. 10.3.2 Termination for Breach. The Department may terminate this Agreement, in whole or in part, in the event the Department determines, in its sole and absolute discretion, that the BENEFICIARY is materially non -compliant with any term or provision of this Agreement. The Department may terminate this Agreement, in whole or in part, in the event that the Department determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the BENEFICIARY to the CITY, direct or contingent, whether now or hereafter due, existing, created or arising. 10.3.3 Unless the BENEFICIARY's breach is waived by the Department in writing, the CITY may, by written notice to the BENEFICIARY, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the Department's right to legal or equitable remedies. ARTICLE XI MISCELLANEOUS PROVISIONS Rev. 2.9.23 17 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 11.1 INDEMNIFICATION. The BENEFICIARY shall indemnify, hold harmless, and defend the CITY, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of BENEFICIARY and persons employed or utilized by BENEFICIARY in the performance of this Agreement. BENEFICIARY shall, further, hold the CITY, its officials and/or employees, harmless for, and defend the CITY, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the CITY, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the CITY by reason of any such claim or demand, the BENEFICIARY shall, upon written notice from the CITY, resist and defend such action or proceeding by counsel satisfactory to the CITY. The BENEFICIARY expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the BENEFICIARY shall 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. The indemnification provided above shall obligate the BENEFICIARY to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CITY 's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the CITY whether performed by the BENEFICIARY, or persons employed or utilized by BENEFICIARY. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The BENEFICIARY shall require all sub -contractor agreements, if applicable, to include a provision that they will indemnify the CITY. The BENEFICIARY agrees and recognizes that the CITY shall not be held liable or responsible for any claims which may result from any actions or omissions of the BENEFICIARY in which the CITY participated either through review or concurrence of the BENEFICIARY's actions. In reviewing, approving or rejecting any submissions by the BENEFICIARY or other acts of the BENEFICIARY, the CITY in no way assumes or shares any responsibility or liability of the BENEFICIARY or Sub- BENEFICIARY under this Agreement. 11.2 AMENDMENTS. No amendments to this Agreement shall be binding unless in writing and signed by both parties hereto. Budget modifications shall be approved by the Department in writing. 11.3 OWNERSHIP OF DOCUMENTS. All documents developed by the BENEFICIARY under this Agreement shall be delivered to the CITY upon completion of the activities required pursuant to this Agreement and shall become the property of the CITY, without restriction or limitation on their use if requested by the CITY. The BENEFICIARY agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. Rev. 2.9.23 18 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E It is further understood by and between the parties that any document which is given by the CITY to the BENEFICIARY pursuant to this Agreement shall at all times remain the property of the CITY and shall not be used by the BENEFICIARY for any other purpose whatsoever without the prior written consent of the CITY. 11.4 AWARD OF AGREEMENT. The BENEFICIARY warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. 11.5 NON-DELEGABILITY. The obligations undertaken by the BENEFICIARY pursuant to this Agreement shall not be delegated or assigned to any other person or firm, in whole or in part: (a) except in accordance with the requirements of Section 7.13 hereof, and (b) without the CITY's prior written consent which may be granted or withheld in the CITY's sole discretion. 11.6 CONSTRUCTION OF AGREEMENT. This Agreement shall be construed and enforced according to the laws of the State of Florida. 11.7 CONFLICT OF INTEREST. 11.7.1 The BENEFICIARY covenants that no person under its employ who presently exercises any functions or responsibilities in connection with Program funded activities has any personal financial interest, direct or indirect, in this Agreement. The BENEFICIARY further covenants that, in the performance of this Agreement, no person having such a conflicting interest shall be employed. Any such interest on the part of the BENEFICIARY or its employees must be disclosed in writing to the CITY. 11.7.2 The BENEFICIARY is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami - Dade County Code Section 2-11-1) and the State of Florida (Chapter 112, Florida Statutes), as amended, and agrees that it shall comply in all respects with the terms of the same. 11.9 NO OBLIGATION TO RENEW. Upon expiration of the term of this Agreement, the BENEFICIARY agrees and understands that the CITY has no obligation to renew this Agreement. 11.10 ENTIRE AGREEMENT. This instrument and its attachments constitute the only agreement of the parties hereto relating to the Funds and sets forth the rights, duties, and obligations of each of the parties hereto to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 11.11 GENERAL CONDITIONS. 11.11.1 All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by in person delivery or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time upon notice in writing. Such notice Rev. 2.9.23 19 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. CITY OF MIAMI Office of Management and Budget 444 SW 2nd Avenue, 5th Floor Miami, FL 33130 Attn: Budget Director With a Copy To: Office of the City Attorney 444 SW 2"d Avenue, 9th Floor Miami, FL 33130 Attn: City Attorney BENEFICIARY Cuban Museum, Inc. 1200 Coral Way Miami, FL 33145 Attn: Marcell Felipe, Chairman 11.11.2 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 11.11.3 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall control. 11.11.4 No waiver of breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 11.11.5 Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severed, Rev. 2.9.23 20 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. 11.11.6 It is expressly agreed and by this statement specifically intended by the parties that nothing within this Agreement shall be construed as indicating any intent by either party to benefit any other entity or person not a party signatory to this Agreement by any provision or to entitle any such third party to any right of action on account hereof. 11.11.7 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 11.11.8 This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 11.11.9 BENEFICIARY shall consult with the CITY regarding all uses and displays of the recognition of the CITY. The CITY shall have the right to approve the form and placement of all acknowledgements, which approval may be withheld in the CITY's sole discretion. 11.12 INDEPENDENT CONTRACTOR. The BENEFICIARY and its employees and agents shall be deemed to be independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits under the Civil Service or Pension Ordinances of the CITY or any rights generally afforded classified or unclassified employees; further, they shall not be deemed entitled to the Florida Worker's Compensation benefits as employees of the CITY. 11.13 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 11.14 CERTIFICATION. The BENEFICIARY certifies that it possesses the legal authority to enter into this Agreement pursuant to authority that has been duly adopted or passed as an official act of the BENEFICIARY's governing body, authorizing the execution of this Agreement, including all understandings and assurances contained herein, and directing and authorizing the person identified as the official representative of the BENEFICIARY to act in connection with this Agreement and to provide such information as may be required. The BENEFICIARY expressly acknowledges that it has read and understands each and every provision in this Agreement and has had the opportunity to seek the advice and representation of Rev. 2.9.23 21 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E independent counsel. Furthermore, the BENEFICIARY expressly acknowledges that this Agreement is entered into in good faith and was not obtained by fraud, misrepresentation, or deceit. 11.15 WAIVER OF JURY TRIAL. Neither the BENEFICIARY, nor any assignee, successor, heir or personal representative of the BENEFICIARY, nor any other person or entity, shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of any of the Agreement and/or any modifications, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the BENEFICIARY, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. No party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 11.16 CLOSE-OUT. When the CITY determines that all required work under the Agreement has been completed or upon the expiration or termination of the BENEFICIARY Agreement, the CITY shall require the BENEFICIARY to provide final versions of all financial, performance, and other reports. These reports may include, but are not limited to: • A final performance or progress report. • A financial status report. • A final request for payment. The BENEFICIARY shall submit said reports to the CITY within thirty (30) calendar days from the date of the expiration or termination of the Agreement or the BENEFICIARY receives notice from the CITY that all required work under the Agreement has been completed. Failure to provide these reports shall constitute an event of default and the CITY may avail itself to any remedies available to it under this Agreement or take such other action that the CITY may avail itself to in law or equity. Remainder of page intentionally left blank Signatures on the next page. Rev. 2.9.23 22 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized on the date above written. BENEFICIARY Cuban Museum, Inc. AUTHORIZED REPRESENTATIVE: f_ Na e: Marcell T. le: Chairm, CITY OF MIAMI, a municipal Corporation of the State of Florida (—DocuSigned by: a NOMibir, 2023 1 10:53:01 EDT —850CF6C372DD42A... Arthur Noriega V. City Manager Date: 1200 Coral Way Miami, FL 33145 a Florida not -for -profit corporation ATTEST: (44)&0 (A-12012 Date: Title: RYdt1 Corporate Seal: ATTEST: ,- DocuSigned by: DocuSigned by: c E46D7560DCF1459... Todd B. Hannon City Clerk Date: APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS -DocuSigned by: Frc ,fippi21 28, 2023 1 10:26:38 EDT —27395C6318214E7... Ann -Marie Sharpe Risk Management Date: CORRECTNESS: rDSQ DocuSigned by: W.1433 F1EF90AF6FE0457 Victoria Mendez City Attorney 21:02:07 EDT Date: 23 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E U3FIC'1 AIRAMR.NA i' ;' NiaeCt 111H n not.iramo0 SSG° ,8 idinso3t12:7ri4_i ''-y; �•-:S>•p-•.`iTr:.' '�tR*.:._.:s-.:5 �'a--as.-Y:9"F::s�c: �:; DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT A CORPORATE RESOLUTION AUTHORIZING EXECUTION OF THIS AGREEMENT Rev. 2.9.23 24 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E CORPORATE RESOLUTION WHEREAS,the American Museum of the Cuban Diaspora desires to enter into an Agreement with the City of Miami, a copy of which is attached hereto; and WHEREAS, the Executive Chairman, has considered the matter with notice and consultation with the Board of Trustees, in accordance with the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED that Marcell Felipe is hereby authorized and instructed to enter into an Agreement and undertake the responsibilities and obligations as stated in such proposed Agreement in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed Agreement to which this resolution is attached. DATED this 21_ day of _March_, 2023. Signature: Print Name: _Marcell F ipe Title: _Executive Chairman DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT B SCOPE OF WORK (Detailed description of the Scope of Work must be provided for each service/program) Rev. 2.9.23 25 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E Cuban Museum, Inc. Total Expenses - Permanent Exhibit ARPA Funding From 3/1/2022 to 4/30/2023 Expenses by Category Consulting Services 2,500 Personnel-Artistic/Exhibitions 90,808 Exhibition Expense 66,154 Repair and Maintenance 3,736 Total Spent 163,199 Grant - City of Miami ARPA 175,000 Remaining to spend 11,801 Vilaplana Films invoice pending for $12,500 for use of video clips of film Plantadas DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E Contract Services Personnel-Artistic/Exhibitions Date Num 03/15/2022 09/12/2022 9/12/2022 09/17/2022 9/17/2022 09/25/2022 3 09/26/2022 2 11/08/2022 7 11/08/2022 8 11/21/2022 5-D 11/21/2022 22-0112 11/28/2022 10 B 12/05/2022 11 12/28/2022 12 04/03/2023 13 04/03/2023 14 Name Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Manuel Moreno Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Memo Amount Design Concept - Fight against communisum in Cuba exhibit Creation of design concept, mood boards, realist renderings and schematc drawings Construction of Exhibit - Carceles Rendering of map- wall Development of wall and impressions - Paredon Vilaplana fees - paredes entrada paredon y lateral Fee - additonal walls carcel y pared lucha Fee - work on exhibit sound inside tunnel Sound Design - Tunnel Fee - work on oficlna de Interrogatorio 2nd payment Rendering & concept design of paredon & umap Design - 11 wails and fee Research on the anti -communist fight in Cuba Convert movie scenes from Las Plantadas to video Total Personnel-Artistic/Exhibitions 15,000.00 1,000.00 43,832.00 900.00 10,423.00 400.00 700.00 500.00 4,453.34 500.00 600.00 4,000.00 7,500.00 Not yet paid 1,000.00 Not yet paid 90,808.34 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E Exhibition Expense Date Num 10/20/2022 186953 10/24/2022 5 10/31/2022 10-31-2022 11/02/2022 6 11/08/2022 7 11/08/2022 8 11/08/2022 9 11/21/2022 10-A 11/28/2022 10 B 12/09/2022 IN11543 Name Faulkner Inc of Miami Vilaplana Films Productions LLC Molina Custom Made Fumiture Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC Vilaplana Films Productions LLC In Motion Studio Design Memo Amount 1 x 48 x96 Clear plastic acrylic cast paper sheet, including labor for cutting and polishing Construction of tunnel, Umap, design, impressions, lights and installation. Conceptual developm... MDF construction of wall for paintings and sculptures, acrylic bases 48" wide Construction of extra walls for exhibit Walls for Paredon Additional walls, carcel y pared lucha Nichos, curved ceiling and wall exiting prison work on " oficina de interrogatorio" work on oficina de interrogatorio 2nd payment Sticker vinyl full color 50 ft, 30 ft, acrylic 1/4" - 30" x 18" w/ 4 standoff and installation Total Exhibition Expense 9,540.00 19,500.00 7,500.00 5,882.00 1,725.00 5,858.00 8,664.00 2,890.00 2,890.00 1,705.00 66,154.00 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E Contract Services Consulting Services Date Num Name 08/02/2022 1 Memo Amount Miladys Milagros Alvarez Consulting - 63 years against communisum exhibit 2,500.00 Total Consulting Services 2,500.00 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E Facilities and Equipment Repair and Maintenance Date Num Name Memo Amount 11/04/2022 22-2196 Pylons Electrical Contractors Fumish & install outlets, media box multi -outlet in galleries, 6 power outlet receptacles w/ co... 3,736.26 Total Facilities and Equipment 3,736.26 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 40••• the • .. cu an •••• DIASPORA Brainstorm Project Schedule for Permanent Exhibit Due Date (all components): July 11, 2023 Choose Design Exhibit Topics Layout Design Exhibit Research and Develop Build out Open Exhibit Elements Complete by October Brainstorm the topics that may be covered in the exhibit November December January February March April May June July Choose the specific topics to be covered in the exhibit Build out the prison exhibit to have a showcase and demo Design the layout and floor plan to allocate space to different topics and build out basics Design the exhibit and how the information will be displayed in concept Research and develop exhibit texts, and choose videos, photos, original materials Build out the exhibit, including graphic design, set up videos, displays, Build out the exhibit, including graphic design, set up videos, displays, Review work, finish all pending matters, commence PR campaign Opening DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT C COMPENSATION AND BUDGET SUMMARY A. The maximum compensation under this Agreement shall be $175,000.00 and shall be disbursed as follows: a. The not to exceed of $175.000.00 shall be disbursed, in one (1) lump sum, to the BENEFICIARY in FY 2022-2023. B. BENEFICIARY's Itemized Budget, Cost Allocation, Budget Narrative, Personnel, position title and compensation are attached hereto and made part of this Agreement. C. All payments shall be for activities/work completed only during the term of this Agreement and in compliance with the previously approved Scope of Work (Exhibit B) and Program Budget. D. Requests for payment should be submitted to the CITY to the following email address arpareimbursements miamigov.com in a form provided by the Department. Failure to comply with these terms or requirements for requesting payment may result in the rejection of the request for payment. Upon commencement of the term of this agreement BENEFICIARY must register as a City Supplier through the following web portal: https://www.miamigov.com/Business- Licenses/Doing-Business-with-the-City/Register-as-a-City-Supplier-Vendor. BENEFICIARY may enroll in Direct Payment with the CITY. The DEPARTMENT can provide additional information for the BENEFICIARY to enroll in Direct Payment. BENEFICIARY may submit request disbursements to fund services provided and activities undertaken on or after January 1, 2022 ("Retroactive Disbursements"). The Department will make Retroactive Disbursements upon receipt of adequate supporting documentation as outlined in Section F. herein and verification that the expenditures are allowable pursuant to the terms of this Agreement and applicable laws, rules, and regulations. E. Each written request for payment shall contain a statement declaring and affirming that the work to be completed will be in accordance with the approved Scope of Work and Program Budget. All documentation in support of each request shall be subject to review and approval by the CITY at the time the request is made. F. All expenditures must be verified with a copy of the original invoice, receipt, and a copy of a check, bank transfer, bank statement, or other form of payment which was used to pay that specific invoice. In the event that an invoice is paid by various funding sources, the copy of the invoice must indicate the exact amount (allocation) paid by various funding sources equaling the total of the invoice. No miscellaneous categories shall be accepted as a line -item budget. BENEFICIARY shall provide all documentation and information identified in this subsection to the CITY within ten (10) calendar days following the last day of the each month. G. The BENEFICIARY must submit the final request for payment to the CITY within ten (10) calendar days following the termination date of this Agreement. If the BENEFICIARY fails to comply with this requirement, the BENEFICIARY shall forfeit all rights to payment and the CITY shall not honor any request submitted thereafter. H. Any payment due under this Agreement may be withheld pending the receipt and approval by the CITY of all reports due from the BENEFICIARY as a part of this Agreement and any modifications thereto. Rev. 2.9.23 26 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E I. During the term hereof and for a period of five (5) years following the date of the last payment made hereunder, the CITY shall have the right to review and audit the time records and related records of the BENEFICIARY pertaining to any payments by the CITY. tho 'zed R ;�;e 1: ve Signature: mt Name: Ma itle: Chaim 1 Felipe Cuban Museum, Inc. STATE OF LORIDA COUNTY OF MIAM1-DADE The formoing instru ent was acknowledged before me by means ofXphysical presence or © online notarization, this 20 - day of L 2023 by Marcell Felipe, Chairman of Cuban Museum, Inc., a Florida Not ly known to me or has produced For Profit Corporation, on behalf of the corporation. He/sh per as identification. [Notary Seal]: 27 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E 1-11'lli5, AirVU+: JLi taelr,Clir rr xtr!x:b?. DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT D CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) This undersigned shall require that the language of this certification be included in the award documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. * Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to cover Contract/grant transactions over $100,000 (per QMB). This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre -requisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Authattire: Print Title: ST • TE OF FLO " DA pe Museum, Inc. COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of 6( physical presence or ❑ online notarization, this .2-Q" day of 1. 2023, by Marcell Felipe, Chairman of Cuban Museum, Inc., a Florida not for profit corporation, on behalf of the corporation. He/she is personally known 41 as ofciiin. lid I liallEft- to me has produced [Notary Seal]: Signature o 28 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT E CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS 1. BENEFICIARY certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 1.b of this certification; and d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such r spetiv- participant shall submit an explanation to the City of Miami. Prin Ti nature: Pe Museum, Inc. TATE OF FL • ' IDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of l physical presence or ❑ online notarization, this 20111 day of L, 2023, by Marcell Felipe, Chairman of Cuban Museum, Inc, a Florida not for profit corporation, on behalf of the corporation. He/she is personally known to me or has produced _ a -nt ic.tion. [Notary Seal]: +r"' ANAMAR1A ABREU _•• ;` •= Commission # HH 339851 0 ' .,w , Expires December 8, 2026 Sign 29 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXI3IBIT F SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FLORIDA STATUTES ON PUBLIC ENTITY CRIME THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to avc. I (P by iS individual's name and title) for (!/�/�, I 11A_c _ (Print name of entity submitting statements) whose business address is 1 z d 0 . W Z Z S�- M \ JV1/1A--, 331 LIS and if applicable is Federal Employer Identification Number (FEIN) is 1� "D7 Z v' 13 0 If the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement: 2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a violation of any state or federal law by a person with respect to and directly related to the transactions of business with any public entity or with an agency or political subdivision of any other state or with the United States including, but not limited to any bid or contract for goods or services to be provided to any public entity or any agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The Rev. 2.9.23 30 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E term "person" includes those officers, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in a relation to the entity submitting this sworn statement. (Please indicate with an "X" which statement applies). Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. AND (Please indicate which additional statement applies). The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. However, there has been a subsequent proceeding before a Hearing Officers of the State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached is a copy of the final order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Aut, Sri -. R pr .tivature: Pn ' Name: Marce elipe T' le: Chairman, 'uban Museum, Inc. STATE OF FLORIDA COUNTY OF MIAMI-DADE Date The foregoing instrument was acknowledged before me by means of ] physical presence or ❑ online notarization, this '2o day of ¢Yl 2023, by Marcell Felipe, Chairman of Cuban Museum, Inc., a Florida not for profit corporation, on behalf of the corporation. He/she is personally known to me or has produced as ie erttifie [Notary Seal]: 31 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E �;c.:.ns�,s.�.:::s-..;.as>.� .:.�-�-.0 aomcarr+.ree..c..s.o.•. U3AaN AMA's AMA : "1 y: ta3QBE EN ficgadmmo7 azs ,a rtaae? a tigx3 R DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT G INSURANCE REQUIREMENTS CUBAN MUSEUM, INC. ARPA BENEFICIARY REQUIREMENTS Commercial General Liability a. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 b. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability a. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 b. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability a. Limits of Liability $100,000 for bodily injury caused by an accident, each accident Rev. 2.9.23 32 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Rev. 2.9.23 33 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E CUBAMUS-01 KMEJIA , ,d►coRO CERTIFICATE OF LIABILITY INSURANCE �----- DATE(MM/DD/YYYY) 4/26/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # L096220 JAG Insurance Group, LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 CONTACT NAME: PHONE (A/c, No, Ext): (305) 842-3600 FAX No):(305) 842-3600 E-MAIL DD ESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:FCCI INSURANCE COMPANY 10178 INSURED Cuban Museum, Inc. 1200 SW 22ND Street Miami, FL 33145-2927 INSURER B : Employers Assurance Co INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X GL10006995601 5/18/2022 5/18/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PEA PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMP/OPAGG $ 3,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS AUUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per Pccident $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A EIG 4645692 01 11/3/2022 11/3/2023 PER STATUTE OTH- ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is listed as additional insured with respect to general liability on a primary and non-contributory basis. CERTIFICATE HOLDER CANCELLATION Cityof Miami 444 SW 2nd Ave, Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E AGENCY CUSTOMER ID: CUBAMUS-01 KMEJIA LOC #: 1 AFRO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License # L096220 JAG Insurance Group, LLC NAMED INSURED 1200Cuban Museum Inc. 1200 SW 22ND Street Miami, FL 33145-2927 Miami -Dade POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance 21-22 Directors & Officers Directors & Officers Policy No. PHSD1647191 Policy Period: 09/10/2021 - 09/10/2022 Limits of Liability: D&O Liability: $1,000,000 each Policy Period Aggregate, All Parts: $1,000,000 each Policy Period 22-23 Commercial Property Commercial Property Policy No. CP10006995501 Policy Period: 05/18/2022 - 05/18/2023 Location: 1200 Coral Way, Miami, FL 33145-2927 Building Limit: $3,605,000 Covered Causes of Loss: Special Co -Insurance: 90% Deductible: $2,500 Wind/Hail Deductible: 5% Replacement Cost ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E MUSEUM theM cuDan DIASPORA April 26, 2023 To: City of Miami From: Marcell Felipe Subject: Coverage for Non -Owned Autos Attention: Gabriel Brito As a matter of policy, our staff will not use personal vehicles to conduct the organization's business. Please contact me if you have any further concerns or requests. arcell Felipe Chairman Cuban Museum, Inc. 1200 Coral Way, Miami, Florida, 33145 parables@thecuban.org 305-529-5400 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E A Represen nature: Prielipe T' e: Chairman, C ..an Museum, Inc. STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of7 physical presence or ❑ online notarization, this /- 0 day of 2n.� 2023 by Marcell Felipe, Chairman of Cuban Museum, Inc, a Florida for profit corporation, on behalf of the corporation. /she is personally known to me or has produced as iden [Notary Seal]: ,Wr A AMARIA ABREU • Comm sslon # HH 339851 Expires December 8, 2026 Signature of 34 Rev. 2.9.23 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E U.BASA AIF1AMASIA r 5Qv ?, heir nc rio ?Avoca,: Q1_w_ .tor. e_.-- DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E EXHIBIT H PROGRAMMATIC REPORTING REQUIREMENTS Compliance must be ensured with the following: State and Local Fiscal Recovery Funds — Compliance and Reporting Guidance, dated February 28, 2022 — Version 3.0 (and any future updates and revisions) SLFRF Compliance and Reporting Guidance (treasury.gov) https://home.treasury. gov/system/files/ 136/SLFRF-Compliance-and-Reporting-Guidance.pdf Throughout the term of this Agreement, the BENEFICIARY shall submit to the CITY a quarterly report on the 10th day of the month that follows the end of a calendar quarter (i.e., January 10, April 10, July 10, October 10). Upon the end of the term of this Agreement, the BENEFICIARY understands that they are required to submit to the CITY a final quarterly report on the 10`h day of the month that follows the end of the quarter the term of the Agreement ended. Quarterly reports should be submitted to the CITY via email to arpareporting(cr�miamigov.com on the form template provided by the CITY. The project American Museum of the Cuban Diaspora is eligible for the use of ARPA (SLFRF) funds under the Department of Treasury Final Rule, Expenditure Category: 2.34 — Negative Economic Impacts: Assistance to Impacted Nonprofit Organizations (Impacted or Disproportionately Impacted) Programmatic Reporting Required: I. Public Health and Negative Economic Impact (EC 1.1-3.5) - Collection to begin in April 2022 o Brief description of structure and objectives of assistance program(s), including public health or negative economic impact experienced o Brief description of how a recipient's response is related and reasonably and proportional to a public health or negative economic impact of COVID-19. II. Expenditure Categories 2.34 — Negative Economic Impacts: Assistance to Non -Profits: Assistance to Impacted Nonprofit Organizations (Impacted or Disproportionately Impacted) — Requires the following additional reporting: o Recipients must report on whether projects are primarily serving disproportionately impacted communities. III. Use of Evidence: (for all ECs indicated) - Collection to begin in April 2022 o The dollar amount of the total project spending that is allocated towards evidence - based interventions o Indicate if a program evaluation of the project is being conducted Rev. 2.9.23 35 DocuSign Envelope ID: A2E40E95-8978-4F79-A445-3EAFC19BD91 E IV. Project Demographic Distribution - (Applicable to Public Health and Negative Economic Impact (ECs: EC 1.1-2.37)— Collection to begin April 2022 Recognizing the disproportionate public health and negative economic impacts of the pandemic on many households, communities, and other entities, recipients must report whether certain types of projects are targeted to impacted and disproportionately impacted communities. Recipients will be asked to respond to the following: o What Impacted and/or Disproportionally Impacted population does this project primarily serve? Please select the population primarily served. o If this project primarily serves more than one Impacted and/or Disproportionately Impacted population, please select up to two additional populations served. Recipients will select from the following options: Assistance to Small Businesses Impacted • Small businesses that experienced a negative economic impact of the pandemic • Classes of small businesses designated as negatively economically impacted by the pandemic (please specify) Disproportionately Impacted • Small businesses operating in Qualified Census Tracts • Small businesses operated by Tribal governments or on Tribal lands • Small businesses operating in the U.S. territories • Other small businesses disproportionately impacted by the pandemic (please specify) V. Assistance to Non -Profits (EC 1.9, 2.34)- Collection to begin April 2022 o Number of Non -Profits served (by program if recipient establishes multiple separate nonprofit assistance programs). Rev. 2.9.23 36 Olivera, Rosemary From: Brito, Gabriel Sent: Thursday, May 4, 2023 6:25 PM To: Hannon, Todd Cc: Olivera, Rosemary; Lee, Denise; Quintana, Rachel; Gouin, Marie Subject: Matter ID# 23-449 - American Museum of the Cuban Diaspora (Cuban Museum) ARPA Grant Agreement Attachments: Cuban_Museum_ARPA_Grant_Agreement.pdf RE: American Museum of the Cuban Diaspora (Cuban Museum) ARPA Grant Agreement Good evening, For your records, attached please find the fully executed copy of the ARPA agreement from DocuSign that is to be considered an original agreement for your records. Gabrlelf. Brito CIP Budget Coordinator Office of Management & Budget 444 SW 2 Avenue, 5th Floor Miami, Florida 33130 Phone: 305.416.1203 Gbrito@miamigov.com i