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Amended and Restated Bass Museum Agreement;~ . i ~ `~ C} t - ~ ~ J` 7 ,- ~ S .~ ~ - S ~+ ~ ~ ; ,f I i AMENDED AND RESTATED BASS MUSEUM AGREEMENT . - ~ . .This Amended and Restated Bass .Museum Agreement; is entered into this ~ ~ day: of ~C ~ , 2010, by and between the City ~of Miami Beach, a Florida municipal . .. corporation (hereinafter `"City"), and Dennis Alan Richard as the successor to `.`Bass," defined . . - . below (hereinafter "Dennis Richard"). , . ., - . WI'TNE~SSETH: 4 - :, - i RECITALS . ~,, - WHEREAS, on the 8th day of July, 1963 ~ (the Effective. Date), an agreement was made. .. :- between John and Johanna-Bass Hof the City. of New York, State of New-York ("Bass") and the .:., . ., ., City,.. whereby- Bass donated and the City accepted a substantial and valuable- art collection, known as the.. "JOHN AND ~JOHANNA BASS COLLECTION,'' for the use and enjoyment of 4 ;the citizens and visitors _ of the City, .conditioned,- amongst ~ others, -upon the agreement on the part - ~, ~ . of the City that the collectonq shall be made open and available to. the -public; maintained in the ~. buldn reviousl ~ utilized b the Ci as a Libra modified: structurall that the collection be g p Y Y ty rY; y~ . known in perpetuity as the JOHN AND, JOHANNA BASS COLLECTION, and maintained and ., f - ~ ~ administered by aself-perpetuating board of trustees; and the building named "THE BASS MUSEUM OF ART" ("Agreement"); and WHEREAS, -the JOHN AND ~ JOHANNA BASS ~ COLLECTION was. augmented after .- the. Effective Date of the .Agreement with additional- donations made by John and/or Johanna .Bass and accepted by the City which, together with:; the original donation became part of the . ~ . . JOHN AND JOHANNA BASS COLLECTION; and - - WHEREAS, -the Cty~~ has, funded the .maintenance and operation of THE BAS`S .MUSEUM OF. ART and the JOHN AND JOHANNA. BASS COLLECTION since 1963 in . } ~ - h .. ~tY - ~. . accordance with its obligations under the Agreement; and ~~ ~. WHEREAS, all. of the right, title and interest of Bass under the Agreement was duly ~. assigned and transferred to Melvin J. Richard on or about June 21, 1979;: and thereafter; duly ~~ assigned and transferred to Dennis Richard on or about February 12, 2001.; .and- WHEREAS, the Agreement was amended by Melvin J. Richard and .the City in June of . ~ 1979; in June of 1988; and again in September of 1990; and` WHEREAS, Dennis. Richard and the City have determined, that it would, be ~in the parties' . best interest,. and in the best interest of .the public,. to amend and restate the Agreement as set - forth in this Amended and Restated Bass Museum Agreement. NOW; THEREFORE,, Dennis Richard and the City hereby agree as follows: ~1: The aforegong Recitals are true. ' . ~ ~: 2:, The City agrees, to continue to fund the administration, operation, :and `: maintenance o~f 'the JOHN .AND JOHANNA BASS COLLECTION, in perpetuity. and as a ," whole;. in compl"fiance with the American Association of Museums ("AAlVI'') Standards for ,Collections Stewardship ~ and the placement of such portions of the JOHN -AND JOHANNA BASS COLLECTION {as the Board may determine) on exhibit for the :use and enjoyment of the public under the terms and conditions hereinafter specified.. City agrees to .maintain the JOHN AND JOHANNA BASS COLLECTION in the building .formerly utilized by the City as a municipal library,. as such building has. been and may be modified or expanded from time to , .. time, which building is located. on a site which is generally bounded as .follows: By 21St Street on _. the South; 22"d Street on the North; Park Avenue on the West; and Collins Avenue on the East. ,. .. Said building shall continue to be named the "THE BASS MUSEUM OF ART."- In the event that.. said building ,.becomes unavailable because of damage; destruction, act of God, or compelling public necessity, the City agrees. to make available other facilities, equal and ' ,2 • °a comparable to said building, in which the JOHN AND JOHANNA~BASS COLLECTION shall be housed and maintained under the same terms and conditions. 3. The City agrees to maintain the said building so that it is suitable and utilizable, as an art museum in accordance with AA1VI Standards for. Facilities Risk Management and Collections Stewardship,~and to provide and maintain: a. Adequate and proper lighting. for the purposes intended; . b. Adequate provisions for office space; storage, receiving and repair space; ~ . - ~ .; c. Adequate. and appropriate facilities and appurtenances for the hanging and . _ - .display of art; and - - d. Suitable signs. identifying the building name as "THE BASS `MUSEUM '~ ~ st. ~ nd ~ ' .~ OF-. ART, placed on Collins Avenue 21 .Street 22 Street and Park Avenue Miami Beach, ;and above ahe main entrance to -the Museum; _ The City may delegate or contract out these. obligations... ~~ 4: The JOHN AND JOHANNA BASS- COLLECTION shall be ~ governed, .administered, operated, and maintained, in compliance with AAM Guidelines, by The Friends of ,the Bass Museum, .Inc., anindependent 501(c)(3) non-profit corporation (the Friends), or by an immediately proceeding, successor 501(c)(3) entity to the Friends, whchmay be renamed THE BASS MUSEUM OF' ART,. INC., .through its Board of Directors .(hereinafter the Board of Directors of the Friends or the immediately proceeding successor.entity shall be referred to as the . ~ "Board"), which shall be responsible- for the following: - a: ~ Mission and Strategic Planning -The Board shall engage ,in ongoing planning activities as necessary to determine the mission of -the Museum and its strategic direction; to define .specific goals- and .objectives related to the mission; and to evaluate the success of the Museum's. services toward achieving the mission.. 3 . , '. b. ~ Fiscal Responsibility -The Board shall annually approve ~ the 4 Museum'"s ,. , budget and regularly assess. the. Museum's financial performance in relation to the budget. c.: Fundraising,., - The Board shall actively .participate in the ..fundraising " ~ ~ ~ .,. c " ,, - ~procesn through members' financial support and active seeking of the. support of others. " m ~ ~ d.. Overnight of Executive Director' - The Board shall hire, fire, ;define and - " ~ a . approve job description, set the compensation for, and annually .evaluate the performance of the " .. ~ l Executive Director.. The. Executive Director shall either b"e an employee, of the Friends ~{or its immediately proceeding successor. entity)., or ari independent contractor, but in no event shall the - ~_ . Executive Director (or any other employee, agent or contractor of the Board) be considered to be , ~ - a ~ ~ ~ - . ` . _ ari employee of the City. The Board shall be solely responsible for the Director's supervision ~, ~ and daily direction and control and for.. setting :and paying -his or her compensation (and. federal `income tax withholding) and any employee benefits. e. Legal and ,Other Compliance -The Board `shall ensure that an internal .: review of the 1Vluseum'.s compliance with "known existing. legal, regulatory, and financial. - " reporting -requirements is conducted annually and. that a summary ~of the results of the review is . . provided to the entire Board. "" - ~ , f Bylavws -the Board .shall enact bylaws, " and amendments .thereto, ~,~:pro~ided that nothing therein shall be inconsistent.wth this agreement. S. 'The City Manager" shall be a voting rriember of-the, Board, with voting power `equivalent to 20% of the total members of the Board. For example, if the Board consists. of five .., . . ;: (5) members, the City Manager's vote shallbe equivalent to one (1) vote; if the. Board consists of . _~ " twenty {2Q) members, the City Manager's vote shall be .equivalent to four (4) votes; and so on. The City Manager'-shall also be a; voting member of the Executive Committee- (as .said ." Committee may from time to time be appointed by the Board, pursuant to the Friends' bylaws,), . 4 e .,; ~ - with voting power equivalent to twenty percent (20%) of the Committee. , 6. The JOHN .AND JOHANNA ~ BASS COLLECTION shall . be administered, ' . o erated ~ and- maintained in a etui and .dis la ed .and o en to the public in accordance with p ~ ,. P~ tY, . p Y p - a reasonable~~ time schedule established by the Board; and shall not be disposed of in whole or in part by sale, gift, exchange, or otherwise, except as decided by the Board, in accordance with its - ~ . bylaws and AAM guidelines. In the event any works in the said COLLECTION are ~ disposed of, .the proceeds thereof.shall be used exclusively- for the: purchase of other works of art, which shall :become part of the JOHN AND JOHANNA BASS COLLECTION and shall be subject to the . ~ same terms and provisions of -the original COLLECTION.. All accession and ~deaccession of ' objects of art in the said COLLECTION shall be in accordance with standard museum practices and AAM guidelines. , . . - 7. Any.controversiesor claims arising out of, or relating to this Agreement, or the breach thereof, shall be ~ settled by, .arbitration in accordance with the rules of the American . Arbitration Association and judgrrient upon the award rendered by the arbitrators may be entered in any Court having jurisdiction. 8. ~ THIS AGREEMENT -shall be binding upon the heirs,. personal representatives, administrators,. assigns and successors of the parties hereto. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] w:\WDOX\CLIENTS\322\3653\00002976.DOC ` ~. ~ - ~ ~ ~ 5 . ! _. ..~. IN WITNESS WHEREOF, the parties have set their hands and seals at' the place and on the date first above written. . _ WI ES - NNIS ALAN RICHARD PRINT NAME ~ - . C /~ ~ ~ - - - W TNESS Cab LTA-! bC~J~-c..;~5~-~-1 PRINT NAME r ~ .. ~ - - ,ATTEST: ,~ _ ~ CITY OF MIAMI BEACH,. a Municipal -- ~ . ~ ~ corporation, - ~ r~~ ~ . B F, ~ - - _ y• CITY .CLERI~~ ~ AYOR . By: ~ ~ ` CIT MANAGER ,~ ~ STATE OF FLORIDA . - : ss. .~ . _ COUNTY OF .MIAMI=DADE - I~ HBREBY CERTIFY that on this day personally appeared before me, an officer duly w authorized to administer. oaths and take acknowledgments, DENNIS ALAN RICHARD, to me well known. to be .the person described in and who executed the foregoing instrument and acknowledged before me that he executed the same. freely and voluntarily for-the purposes therein expressed. ~ , WITNESS m hand and official seal. at the Coun and State aforesaid this c~ da Y tY ~ Y of ~1Qlf , 2010. ........... . - ~ . .••°"Y P ~-. . N TARY PUBLIC State of Flori - ;~~+• ;,~ ~>TM a. KoHt PROVED AS TO ` ~~ ~ MY COMMISSION # DD 522736 ~'• ~;= EXPIRES: Ma s 200 ~ FORM & LANGUAGE '~~;~,•• ThNNo~ryP~~ur~wM~ My Commission Expires: & FO ECUTIOIV 6 ~~ _ ~ .~~ r . ~ i homey a a -`~ .