HomeMy WebLinkAboutMOU between the CMB and Friends of the Bass Museum, Inc. Regarding design responsibilities for the Bass Museum expansion project 2 o2S-33q.� 9
MEMORANDUM OF UNDERSTANDING
RDING DESIGN RESPONSIBILITIES FOR
APR 2 8 BASS MUSEUM EXPANSION PROJECT
This Memorandum of Understanding (this "Aqreement") is made and entered into on this
co day of ___ _, 202_ ("Effective Date°), by and between FRlENDS OF THE
N BASS MUSEUM, INC. (the °Friends"), and the CITY OF MIAMI BEACH, FLORIDA, a Florida
municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida
°O 33139 (the "C�'). Each of the Friends and the City may hereinafter be referred to as a "Partv"
� and collectively the "Parties".
Q WNEREAS, the Bass Museum (the "Museum"), located at 21Q0 Collins Avenue, Miami
Beach, Florida, was established from its inception as a strong public/private partnership through
a contractuai agreement entered into in 1963 between the City and John and Johanna Bass
(together with all subsequent amendments thereto, the "1963 Bass AQreemenY'), whereby the
City accepted the gift of the art collection of John and Johanna Bass (the "Collection"), in
exchange for making the Collection open and available to the public in a building maintained by
the City;
WHEREAS, the 1963 Bass Agreement requires the City to administer, operate and
maintain the Collection in perpetuity, provide for the exhibition of the Collection, keep the
Collection open and available to the public, and provide funding for the maintenance and
exhibition of the Collection;
WHEREAS, on March 10, 2010, the Mayor and City Commission adopted Resolutian No.
2010-27349, approving an Amended and Restated Bass Museum Agreement between the City
and Dennis Alan Richard,as successor-in-interest to John and Johanna Bass(the"Amended and
Restated Aqreement");
WHEREAS, the Amended and Restated Agreement was intended to replace and
supersede the 1963 Bass Agreement and, among other things:(1)reaffirmed the City's continuing
obligation to fund the administration, operation and maintenance of the Collection at the Museum
building under the curren# name "The Bass tituseum of Art"; ( 2) provided guidelines for the
maintenance of the Museum building; (3) confirmed governance of the Museum by the Friends
through its board of directors, with the City Manager holding one of the seats on the board and
twenty percent (20%) voting power; and (4) established oversight by an independent executive
director;
WHEREAS, the Friends continue to provide oversight and management for the Museum
pursuant to a Letter of Agreement between the City and the Friends which is renewed annually
on October 1;
WHEREAS,on November 8, 2022, the electorate of the City of Miami Beach voted in favor
of the General Obligation Bond for Arts and Culture Program (the "GOBAC Proqram") in the
amount of $959,000,000 to improve #acilities for resiliency of arts and cultural institutions
throughout the City, including museums, performance venues, a�tistic playgrounds,
senior/cultural centers, botanical garden, aquatic sculpture park and related artisilworkforce
housing;
WHEREAS, an expansion to the Museum (the"Bass Museum Expansion Proiect" or the
"Proiect"}was approved as part of the GOBAC Program and includes the construction/addition of
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an indoor/outdoor structure that will serve as a multi-use cultural space for the community to
convene, a caf�, as well as a non-traditional art exhibition space adjacent to the Museum's
southwestern flank, as more specifically defined in Exhibit A;
WHEREAS, the Project is estimated to cost $15.37 million with a construction cost of
approximately $11.1 million;
WHEREAS, in order to enable GOBAC Program funds currently budgeted for soft costs
to be reallocated to hard costs, the Friends intends to assume the obligation to engage a lead
architectural firm and to cover all costs associated with work to be performed by the Architect(as
defined below) and other design professionais associated with the preparation of design
development drawings and construction documents for 1he Project, including the preparation of
permit plans; and
WHEREAS, the Friends and the City desire to agree to this arrangement subject to the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and mutua! covenants herein
exchanged, and other good and valuable considerations the receipt and sufficiency of which is
hereby conclusively acknowledged, the Parties agree as follows:
1} De�nitions. All capitalized terms used in this Agreement sl�all have the meanings set
forth in ihis Section unless such terms are defined elsewhere in the body of this
Agreement.
a. "Architect"means the lead architectural firm hired to work on the Project.
b. "Bass Museum Expansion Proiect"or"Proiect" is defined in the recitals.
c. "C�" means the City of Miami Beach, a Florida municipal rArporation, having its
principal o�ces at 1700 Convention Center Drive, Miami Beach, Florida 33139. In
the event the City exercises its regulatory authority as a govemmental body, the
exercise of such regulatory authonty and the enforcement of any laws, rules,
regulations, ordinances, and plans (including through the exercise of the City's
building,fire, code enforcement, police department or otherwise)shall be deemed
to have occurred pursuant to the City's regulatory authority as a governmental
body and shall not be attributable in any manner to the City as a party to this
Agreement or in any way deemed in conflict with, or e default under, the City's
obligations hereunder.
d. "Ciaims" is defined in Section 11.
e. "Code" means the Code of Ordinances of the City of Miami Beach, Florida.
f, "Construction Aqreements"means,collectively,the Construction Contract and any
other contracto�'s agreements, architect's agreements, engineers' agreements, or
any other agreements for the provlsion of labor, materials, services or supplies
with respect to the construction of the Project entered into by the City, as the same
may be amended or otherwise modified from time to time.
g. 'Construction ContracY' means the contract for predevelopment services a�d,
once approved, the amendment to such contract providing for construction of the
Project for a guaranteed maximum price ("Guaranteed Maximum Price") or a
stipulated sum, as determined by and executed befinreen the City and the
Contractor, as the same may be amended or othervvise modified from time to time.
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h. "Contractor' means the duly licensed general contractor or construction manager
at risk' engaged by the City under the Construction Contract for the construction
of the Project.
i. "CPM Schedule" means the construction schedule for the Project, which shall be
prepared using the critical path method ("CPM") and which may be amended by
the City from time to time. The CPM Schedule shall include the following:
i. a CPM network diagram for use in scheduling and controiling work;
ii. the early and late start and stop times for each major construction activity;
iii. all "critical path"activities and their duration;
iv. the sequencing of all procurement, approval, delivery and work activities;
v. late order dates for all long lead time materials and equipment; and
vi. critical Friends a�d City decision dates.
j. "Default" is deflned in Section 9.
k. "DesiQn Development Plans" means the plans for the Project describing and
quantifying the principa! elements of the design for architecture, landscape,
engineering, and any other relevant factors. The Design Development Plans shall
also include, where relevant, typical detaiis and materials, to assist the City in
determining the pricing of the Project.
I. "Development PermiY' means any building permit, zoning permit, subdivision
approval, �ezoning, certification, special exception, variance, or any other o�cial
action of loca!governrnent having the effect of permitting the development of land.
m. "Effective Date" is defined in the first paragraph of this Agreement.
n. "Final Project Budget' is defined in Section 2.
o. "Force Ma'I�Ufe" is defined in 5ection 22.
p. "Friends" is defined in the first paragraph of this Agreement_
q. "Friends Design Professionals"means the architects, engineers, and other design
professionals engaged by the Friends, whether prior to or subsequent to the
Effective Date, for the preparation of the Project Plans. The Friends Design
Professionals shall provide design services for the Project, as well as construction
administration services during the construction of the Project, and shall assist the
Parties in ensuring that the Project is completed in accordance with the terms and
conditions of the Construction Contract, the Project Plans and industry standards.
The Friends, in coordination with the City, shall cause the applicable Friends
Design Professional(s) to certify progress and completion of the Project in
accordance with the City-approved Project Plans, including, without limitation, as
and when payment requisitions are received from the Contractor.
r. "Friends Desiqn Professionai Aqreements" rneans all agreements entered into by
the Friends with the Friends pes;gn Professiona{s, as the same may be amended
or otherwise modified from time to time.
s. "Proiect Plans" means the comprehensive plans and specifications for the Project
to be prepared by the Architect and other Project Design Professionals engaged
by the Architect and approved by the City pursuant to the terms of this Agreement,
including the Design Development Plans and any construction plans and
specifications subject to any modi�cations agreed to in writing by the Parties.
t. "Project Work" means all the physical development, construction and finishing
work for the completion of the Project.
u. "Required Cfauses" is defined in Section 9.
'A construction manager at risk acts as a general contractor.
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2) Implementation of the Proiect. In connection with the Project, the City and the Friends
will collaborate as folfows:
a. To evaluate and refine the preliminary Project budget attached hereto as Exhibit
B, which sets forth the estimated costs for the Project and which shall be subject
to change pending completion and approval by both Parlies of the Project Plans
and Construction Agreements prepared pursuant thereto and in accordance with
this Agreernent.
b. The Parties agree to amend this Agreement to attach the final Project budget(the
"Final Project BudgeY') once agreed to by the Parties per the terms of this
Agreement.
c. The Friends' liability under this Agreement shall be limited to engaging the
Architect, causing the Architect to prepare the Project Plans and any materials
necessary for any Development Permits required,as well as providing construction
administration services, it being understood and agreed that the Friends Design
Professionals shall be responsible for preparing the Project Plans in consultation
with the City, the Contractor and to the extent applicable,any other Friends Design
Professional, and subject to the City's prior written approval (the costs and
expenses of the Architect and Project Plans shall be borne solely by the Friends).
d. The Friends shall collaborate with the City in a timely and efficient manner in
preparation of the Final Project Budget and CPM Schedule; and
e. The City shall engage the Contractor.
3) Party Execution of Necessanr pocuments for Proiect Approvals. The City and the
Friends sha�l join in any applications necessary for approval of the P�oject in accordance
with the Project Plans.
4) Fundins� for the Proiect. The Friends will be solely responsibie for all costs necessary
for the Architect and other Friends Design Professionals whether engaged via the
Architect or directly by the Friends to produce the Project Plans, as well as all costs
associated with construction administration services. The City shall be solely responsible
for all so-called hard costs to construct the Project as well as permitting costs. The Parties
agree that the total hard costs and permitting costs of the Project will not exceed
$11,417,336.
5) Preparation and Approval of Proiect Plans.
a. Within sixty (60) days after the Effective Date, the Friends shall engage and
commence to work with the Archikect to prepare the Project Ptans, which Project
Plans shall be subject to prior written approva! by the Ciry at 30%, 60% and 90%
stages of completion of such documents (provided the City shall have 60 days to
review same). Failure by the City to approve or comment on such Project Plans
within 60 days shall be deemed approval of the Project Plans. The Friends shall
have eighteen (18) months after the Effective Date to prepare the Project Plans
and obtain all permits necessary for commencement of construction of the Project;
provided, however, that the City shall be responsible for the costs of permits. The
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foregoing time period is subject to extension based upon(i)a Force Majeure event
that actuafly delays the preparation of the Project Plans, provided that notice of
such Force Majeure event is delivered to the City in accordance herewith, and/or
{ii)delays caused by the City solely to;he extent that such delays are due to review
of such Project Plans by the City beyond each period set forth above, andlor(iii)
as reasonably agreed by the Parties.
b. The City, in its proprietary capacity, agrees to reasonably cooperate with the
Friends in the preparation of any necessary application materials for Development
Permits for the Project.
c. Upon completion of the final construction documents, the Friends shaA submit
them to the City and its Contractor, including for the purpose of verifying that the
Project set forth therein is substantially in accordance with the Project Plans {as
amended, if that be the case) and this Agreement, and verifying that the Project
can be completed in accordance with the Final Project Budget. The City Manager,
on behalf of the City in its proprietary capacity (and not in its go�ernmental or
regufatory capacity), shail review and either approve or reject such construction
documents within thirty (30) days after receipt of the same. If the City Manager
timely rejects such construction documents, the City Manager shall provide
specific and detailed reasons for such rejection. In that event, the Friends shall
cause the construction documents for the Projeci to be re�ised so that they are
substantially in accordance with the Project Plans and this Agreement, and so that
the Project may be completed in accordance with the Final Project Budget. The
Friends shall then re-submit the revised construction documents to the City
Manager pursuant to the foregoing process, and this review and revision
procedure sha{I cortinue until the construction documents have been approved by
the City Manager.
d. Should any claims arise under the Construction Contract or the Friends Design
Professional Agreements relating to actions, errors, or omissions on the part of the
Contractor or Friends Design Professionals, respectivefy, then the City and the
Frisnds shall mutually cooperate in an effo�t to resolve such issues as may arise
therefrom.
6) Filins� of Permit Anplications. The Friends will file all necessary permit applications, at
the City's cost.
7) Construction of Proiect. The City shall execute the Construction Contract with a Florida
licensed Contractor. The Construction Contra�t shall be substantially in the form of the
City's standard construction rnanager at risk agreement or such other form as the City
shall determine in its reasonable discretion. The Parties acknowledge and agree that all
payments pursuant to the Construction Contract and any other applicable Construction
Agreements for construction work, if any, shall be based on the peccentage of completion
af the work covered by such agreements. The Friends shall, and shall cause the Friends
Design Professionals to, reasonably cooperate with the Contractor and involve the
Contractor in all aspects of the preparation and/or modification of the Project Plans from
and after the date on which the Construc:ion Contract is executed and comply in all
respects with the Required Clauses.
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8) Obliqation to Enforce Friends Desiqn Professional Agreements. The Friends will use
commercially reasonable efforis to enforce its rights under the Friends Design
Professional Agreements and to cause the Friends Design Professionals to comply with
the Friends Design Professional Agreements (including without limitation the Required
Clauses) and, with respect to the Friends Design Professionals, to cause the Friends
Design Professional5 to reasonably caoperate with the Contractor and coordinate with the
Contractor in connection with the preparation andlor modification of the Project Plans from
and after the date on which the Construction Contract is executed.
9} Friends Desis�n Professional A�treements. The Friends Design Professional
Agreements shall include such terms and conditions as are negotiated between Friends
and the Friends Design Professionals, consistent with the terms of this Agreement,
inGuding appropriate warranties. In addition:
a. All Friends Design Professional Agreements entered into by the Friends after the
Effective Date shall be subject to the City's prior written approval, which shall not
be unreasonabfy withheld, conditioned or delayed, including, without limitation,
approval of the description of the Services(as defined therein); provided, however,
all Fnends Design Professional Agreements shall include, at a minimum, the
clauses set forth in Exhibit C (the "ReQuired Clauses"). All Friends Design
Professional Agreements entered into prior to the Effective Date, and which have
not yet expired, shall be amended to include the Required Clauses. The Friends
Design Professiona! Agreements shall be assigned to the City pursuant to an
assignment substantially in the form of Exhibit D attached hereto and incorporated
herein. The City shall have the right(but not the obligation)to enforce all rights of
the Friends under the Friends Design Professional Agreements pursuant to the
assignments thereof and the Friends shall cause the Friends Design Professionals
ta consent to such assignment. The City shall grant a license to the Friends to
perform all obligations and enforce all rights under the Friends Design Professional
Agreements. The license shall be suspended during the period of a�y Default by
the Friends under this Agreement.
b. The Friends Design Professianal Agreements shall contain a provision whereby
the City shall be entitled to the same indemnifications by the Friends Design
Professionals as the Friends.
c. The Friends Design Professional Agreements shali provide that the City or its
designated representative shall have the same right to inspect the books and
records of the Friends Design Professionals as the Friends do.
d. The FriBnds Design Professional Agreements Shall require the Friends Design
Professionals to fully caoperate with and assist the City in the resolution of any
issues with regard to the City's claims for defects, warranty issues, and/ar other
post-construction issues contemplated herein, as they may arise_
e. Any proposed termination of a Friends Design Professional Agreement as a result
of a default thereunder by the applicable Friends Design Professional (or the
exercise of any other remedy thereunder)shall require mutual appraval of the City
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and the Friends, neither of which shall be unreasonabiy withheld, conditioned or
delayed.
10) Default: Remedies.
a. The following shall each be considered a default under this Agreement (a
"Default"):
i. The Friends' failure to make any undisputed, properly due and owing
aayments to each Friends Design Professional under the applicable
Friends Design Professional Agreement beyond any applicable grace
period, and such failure continues fifteen (15) days after written notice
from such Friends Design Professional; or
ii. The failure of the Friends to promptly comply with any of its nonmonetary
obligations under this Agreement for more than thirty (30) days after
written notice from the other Party or such shorter time period as may be
otherwise provided herein; or
iii. A custodian; trustee or receiver is appointed for the Friends, or the
Friends becomes insolvent or bankrupt, is generally not paying its debts
as they become due or makes a�assignment for the benefit of creditors,
of the Friends causes or suffers an order for relief to be entered with
respect to it under applicable Federal or state bankruptcy or insolvency
law or applies for or consents to the appointment of a custodian, trustee
or receiver for the Friends, or bankruptcy, reorganization, arrangement
or insolvency proceedings, or other proceedings for relief under any
bankru�tcy or similar!aw or{aws for the re�ief of debtors are instituted by
�r against the Friends, provided that with respect to any involuntary
proceeding, such proceeding is not dismissed within ninety(90}days.
b. Remedies. Upon the occurrence, and �uring the continuance of, a Default by the
Friends hereunder, the City shall be entitled to all rights and remedies avaifable at
la�v or in equity and otherwise as set forth in this Agreement. Without limiting the
foregoing, without any additional notice or demand whatsoever, the City may elect
to:
i. Terminate this Agreement;
ii. Exercise and enforce the City's rights pursuant to each assignment of
Friends Design Professional Agreement;
iii. Without terminating this Agreement, perform or cause the performance
of such obligations of the Friends, in which event (A) the Friends shall
immediately lose all approval, consultation and/or consent rights to which
it would otherwise be entitled hereunder while the Default is continuing,
(B) the Friends shall reimburse the City on demand for all costs and
expenses (including reasonable attorneys' fees) incurred by the City in
cor.nection with suct� performance,and(C)the City shall not be liable for
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any loss, cost, damage or liability arising out of or relating to the City's
performance of such obligations;
iv. Enforce strict performance by the Friends of the applicabfe provisions of
this Agreement; and
v. Recover darnages for such Default from the Friends.
11)Ittdemnification of the City by the Friends.
a. The Friends shall indemnify, hold harmless and defend (with counsel approved by
the City Attorney) the City, its officers, agents, servants and employees from and
against any and all claims, liabilities, dernands, causes of action, costs and
expenses (including reasonable attorneys' fees at trial and all levels of appeal) of
whatsoever kind or nature ("Claims") arising out of (i) an error, omission or
negligent act or willful misconduct of the Friends, its agents, servants, contractors,
or employees; or (ii) any default by the Friends under this Agreement; provided
that the�e is expressly excluded from the foregoing obligations any claims to the
extent resulting solely from the gross negligence or willful misconduct of the City,
its officers, agents(excluding the Friends},contractors(excluding the Friends)and
empfoyees.
b. In any and all claims against the City or any of its consultants, agents, or
employees by any employee of the Friends or any employee of any person,
employee, agent, or third party acting on the Friends' behalf, the indemnification
obligation of this section shall not be limited in any way by any limitation on the
amount or type of damages, compensation, or benefits payable by or for the
Friends or by or for any person, employee, agent, or third party acting on the
Friends' behalf under workers' or woricman's compensation acts, disability benefit
acts, other employee benefit acts or any other service of law.
c. This indemnification provision shall survive the expiration or earlier termination of
this Agreement.
12)Term. This Agreement shall be effective as of the Effective Date and,except as otherwise
provided herein, shall continue until the warranty period for the Project Work lapses per
the Construction Contract.
13)Notices. Except as otherwise expressly set forth herein, all notices required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have been
given if delivered by hand, sent by recognized overnight courier(such as Federal Express)
or mailed by certified or registered mail, retum receipt requested, in a postage prepaid
envelope, and addressed as follows:
If to the City: City of Miami Beach
Property Management Department
1755 Meridian Avenue, Suite 200
Miami Beach, Florida 33139
Attn: Director
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With a copy to; City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Attorney
If to the Friends: Friends of the Bass Museum, Inc.
2100 Collins Avenue
Miami Beach, Florida 33139
Attn: Executive Director
Notices personally delivered or sent by overnight courier shalf be deemed given on the
date of delivery, and notices rnailed in accordance with the foregoing shall be deemed
given three(3)days afterdeposit in the U.S. mail by registered or certified mail. The terms
of this Section shall survive the expiration or eariier termination of this Agreement. Parties
may modify these notices through written notification to the other Parties.
14)Limitation of Citv's E.iability.
a. The City desires to enter into this Agreement only if in so doing the City can place
a limit on its liability for any cause of action for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never
exceeds the sum of$10,000. 7he Friends hereby expresses its willingness to enter
into this Agreement with the Friends' recovery from the City for any damage action
for breach of contract to be limited to a maximum amount of $10,000, less the
amount of all funds actually paid by the City to the Friends pursuant to this
Agreement.
b. Accordingly, and notwithstanding any other term or condition of this Agreement,
the Friends hereby agrees that the City shall not be liable to the Friends for
damages in an amount in excess of �10,000, which amount shall be reduced by
the amount actuaily paid by the City Eo the Friends pursuant to this Agreement, for
any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this Agreement. Nothing
contained in this paragraph or elsewhere in this Agreement is in any way intended
to be a waiver of the iimitation placed upon the City's liability as set forth in Section
768.28, Florida Statutes. Any tort liability to which the City is exposed under this
Agreement shall be limited io the extent permitted by applicable law and subject
to the provisions and monetary limitations of Section 768.28, Florida Statutes, as
may be amended, which statutory limitations shall be applied as if the Parties had
not entered into this Agreement, and the City expressly does not waive any of its
rights and immunities thereunder.
c. The City will not in any event whatsoever be liable for any injury or damage to the
Friends nor for any injury or damage to the Project (unless caused by the gross
negligence or willful misconduc;of the City, its agents, contractors or employees).
d. Except as may be other�vise expressly provided herein, no approval to be made
by the City in its proprietary capacity under this Agreement or any inspection of the
Project by the City under this Agreement, shall render the City liable for its failure
to discover any defects or nonconformance with any governmental requirement.
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e. No member, official, elected representative or employee of the City shall be
personally liable to the Friends or any of their respective successors or assigns in
the event of any default or breach of this Agreement by the City or for any amount
which may become due to the Friends or any of their respective successors or
assigns under this Agreement.
15)All approvals by the City under this Agreement shall be solely in its proprietary capacity
and not in its governmental or regulatory capacity. Nothing contained in this Agreement
shap or is deemed to limit the City's inspection rights in its governmental or regulatory
capacity and, other than as expressly required herein, the City shall not be required by
this Agreement to give its consent fo any matter arising in connection with the City's
governmental or regulatory capacity in the event of an uncured violation of the relevant
standards.
16)Strlct Performance: Wafver. No failure by either Party to insist upon strict performance
of any covenant, agreement, tetm or condition of this Agreement or to exercise any right
or remedy available to such Party by reason of the other Party's Default hereunder shall
prevent the Party from insisting upon such performance on another occasion.
17}Gove�nins� Laws, Construction and Litiaation. This Agreement shall be governed and
construed in accordance with the laws of the State of Florida, both substantive and
remedial, without regard to principles of conflict of laws. The Parties agree that Miami-
Dade County, Florida is the appropriate and exclusive state court venue,and that the U.S.
District Court, So�thern Division of Florida is the appropriate and exclusive federal court
venue, in connection with any litigation with respect to this Agreement. The Parties have
participated fully in the negotiation and preparation hereof and, accordingly, this
Agreement shall not be more strictly construed against either Party. In construing this
Agreement, captions and section headings shall be disregarded, and the use of any
gender shall include every other and all genders. All of the exhibits referenced in this
Agreement are incorparated in, and made a pa�t of, this Agreement. When used in this
Agreement, the words "hereof," "herein" and "hereunder," and words of similar import,
shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. 7he words "include," "includes" and "including," and words of similar import,
shall be deemed to be followed by the phrase "without limitation" whether or not so
followed. In the event of any litigation between the Parties under this Agreement for a
breach thereof, the prevailing party shall be entitled to reasonable attorney's and paralegal
fees and court costs at all trial and appellate levels. BY ENTERING INTO THIS
AGREEMENT, THE PARTIES, EXPRESSLY WAIVE ANY RIGHTS EITHER MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY CIVIL LITIGATlOfV RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT. The terms of this Section shall survive the
expiration or earlier termination of this Agreement.
18)Severabilitv. In the event any term or provision of this Agreement is determined by an
appropriatejudicial authority to be illegal orotherwise invalid,such provision sha(I be given
its nearest legal meaning or construed as deleted as such autharity determines, and the
remainder of this Agreement shall be construed to be in full force and effect.
19)Entire Aqreement. This Agreement constitutes the entire agreement and understanding
among the Parties with respect to the subject matter hereof, and there are no other
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agreements, representations or warranties other than as set forth herein. Neither Party
shall be bound by any agreement, condition, warranty nor representation other than as
expressly stated in this Agreement. This Agreement may not be changed, altered or
modified except by an instrument in writing signed by both Parties.
20)Bindinp Effect. This Agreement shalf be binding upon and enforceable by and against
the Parties and/or their respective successors and assigns.
21)No Third Partv Beneficiaries. This Agreement is not intended to, and shall not be
canstrued to give, any third party (including, without limitation, any third-party
homeowner's association, condominium association, or neighborhood association in the
surrounding area, or any individual members thereof) any rights or interests whatsoever;
nor is it intended that any such other third party shall be a third-party beneficiary of any
provisions hereof
22jForce Maieu�e. No party wili be liable or responsible to the other party for any delay,
damage, loss,failure, or inability to perform caused by"Force Majeure" if notice is provided
to the other party within ten (10) days of the date on which such party gains actual
knowledge of the event of"Force Majeure"that such party is unable to perform. Any failure
by a party to promptly deliver(as appropriate under the circumstances) such notice of its
inability to perform because of Force Majeure shal) be deemed a waiver of such party's
right to delay performance as a result of such Force Majeure. The term "Force Majeure"
as used in this Agreement means the following: an act of God, strike, war, public rioting,
lightning, fire, storm, flood, explosions, epidemics, pandemics, landslides, lightning
storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, and any
other cause whether of the kinds specificaliy enumerated above or otherwise which is not
reasonably within the control of the party tivhose performance is to be excused and which
by the exercise of due diligence could not be reasonab{y prevented or overcome(it being
acknowledged that under no circumstances shall a failure to pay amounts due and
payable hereunder be excusable due to a Force Majeure). Neither party hereto shall be
under any obligation to supply any service or services if and to the extent and during any
period that the supplying of any such service or services or the provision of any component
necessary therefore shall be prohibited or rationed by any Governmental Requirements.
23)Audit Riqhts. The Friends shall keep full and accurate accounting books and records
relating to its portion of the Project as detaifed in }his Agreement, all in accordance with
generally accepted accounting principles. The Friends shall give the City such books and
records during reasonable b�siness hours and upon reasonabfe advance notice.All books
and records shal! be made available on-site at the Museum or electronically. The Friends
shall keep and preserve for at least five (5}years following each fiscal year, or for as long
as such records are required to be retair,ed pursuant to Florida Public Records Law
(whichever is longer}, alk sales slips, rental agreements, purchase order, sales books,
credit card invoices, bank books or duplicate deposit slips, and other evidence of
sxpenses related to the Project paid by the Friends for such period. The City Manager
shall have the right at any time, and from time to time, to cause independent auditors or
the City's own accountants or auditors to audit all of the books of the Friends relating to
expenses of the Project paid by the Friends. All such audit costs and expenses shall be
borne solely by the City.
Page 11 of 1 g
24)Public Records Act. The Friends shall comply with Florida Public Records law under
Chapter 119, Florida Statutes, as may be amended from time to time.
IF THE FRIENDS HAS QUESTIONS REGARDING TNE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS
DUTY TO PROVIDE PUBLlC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MiAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORiDA 33139
E-MAIL: RAFAELGRANADOCc�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
25)Insaector General Audit Ris�hts. Pursuant to Section 2-256 of the Code, the City has
estabiished the Office of the Inspector Generaf which may, on a random basis, perform
reviews, audits, inspections and investigations on all City contracts, thrflughout the
duration of said contracts. Th+s random audit is separate and distinct from any other audit
performed by or on behalf of the Ciry.
a. The Office of the Inspector General is authorized to in�estigate City affairs and
empowered to review past, present and proposed City programs, accounts,
records, contracts and transactions. In addition, the Inspector General has the
power to subpoena witnesses, administer oaths, require the production of
witnesses and monitor City projects and programs. Monitoring of an existing City
project or program may include a report concerning whether the project is on time,
within budget and in conforrnance with the contract documents and applicable law.
The Inspector General shall have the power to audit, investigate, monitor, oversee,
inspect and review operations, activities, performance and procurement process
including but not limited to project design, bid specifications, (bidlproposaf)
submittals, activities of the Consultant its officers, agents and employees,
lobbyists, City staff and elected officials to ensure compliance with the Contract
Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
Code,the City is allocating a percentage of its overall annual cvntract expenditures
to fund the activities and operations of the Office of Inspector General.
b. Upon ten (10) days written notice to the Friends, the Friends shall make all
requested records and documents available to the Inspector General for inspection
and copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect
and review operations activities, performance and procurement process including
but not limited to project design, bid specifications, (bid/proposal) submittals,
activities of the Friends, its officers, agents and employees, lobbyists, City staff
Page 12 of 18
and elected officials to ensure compliance with the contract documents and to
detect fraud and corruption.
c. The Friends shall have the right to inspect and copy all documents and records in
the Friends' possession, custody or control which in the Inspecto� General's sole
judgment, pertain t�the design and construction of the Project, including, but n�t
limited to, to the extent applicable, original estimate files, change order estimate
files, worksheets, proposa!s and agreements from and with successful
subcontractors and suppliers, all project-related correspondence, memoranda,
instructions, financial documents, construction documents, {bid/proposal) and
contract documents, back-change documents, all documents and records which
involve cash, trade or valume discounts, insurance proceeds,rebates,or dividends
received, payroll and personnel records and supporting documentation for the
aforesaid documents and records.
d. The Friends shall make available at its office at all reasonable times the records,
materials, and ather evidence regarding the acquisition (bid preparation) and the
design and construction of the i'roject,for examination,audit,or reproduction, until
three (3) years after final payment under this Agreement or for any longer period
required by statute or by other clauses of this Agreement. In addition:
i. ff this Agreement is completely or partially terminated, the Sponsor shall
make available records relating to the work terminated until three (3)
years aHer any resulting final termination settlement; and
ii. The Sponsor shall make available records relating to appeals or to
litigation or the settler�ent of claims arising under or relating to this
contract until such appeals, litigation, or claims are finally resolved.
e. The provisi�ns in this section shall apply to the Friends, its officers, agents,
employees, subcontractors and suppliers. The Friends shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
the Sponsor in connection with the design and construction of the Project.
f. Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities. The provisions of this section are neither intended
nor shall they be construed to impose any liability on the City by the Sponsor or
third parties.
26)The Friends Comqliance With Anti-Human Traffickinq Laws. The Friends agrees to
compfy with Section 787.06, Florida Statutes, as may be amended from time to time, and
has executed the Anti-Human Trafficking Affidavit, cortaining the certification of
compliance with anti-human trafficking laws, as required by Section 787.06(13}, Florida
Statutes, a copy of which is attached hereto as Exhibit E.
27)Prohibition On Contractinst With A Business Ens�a�in� In A Bovcott. The Friends
warrants and represents that it is not current{y e�gaged in, and will not engage in, a
boycott,as defined +n Section 2-375 of the Code. In accordance with Seckion 2-375.1(2)(a)
of the Code, the Frends hereby certifies that it is not currently engaged in, and for the
duration of the Agreement will not engage in, a boycott of Israel.
Page 13 of 18
28)Prohibition On Contractin� With An Individual Or Entitv Which Has Performed
Services For Compensation To A Candidate For City Elected Office. The Friends
warrants and represents that, within two (2) years prior to the Effective Date, it has not
received compensation for services performed for a candidate for City elected office, as
contemplated by the pr�hibitions and exceptions of Section 2-379 of the Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to
Section 2-379 of the City Code shall not applv to the following:
(a) Any individual or entity that provides goods to a candidate for office.
(b) Any individual or entity that provides services to a candidate for office if those
same services are regula�ly performed by the individual or entity in the ordinary
course of business for clients or customers other than candidates for office. This
includes, without limitation, banks, telephone or internet service providers, printing
companies, event venues, restaurants, caterers, transportation providers, and office
supply vendors.
(c) Any individual or entity which performs licensed professi�nal services (including
for example, legal or accounting services).
29)TERMINATION FOR CONVENIENCE OF THE CITY
THE CITY MAY ALSO,THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND
WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY
GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH SHALL
BECOME EFFECTIVE WITHIN THIRTY(30) DAYS FOLLOWING RECEIPT BY THE FRIENDS
OF SUCH NOTICE. ADDITIONALLY, IN 7HE EVENT OF A PUBLIC HEALTH,WELFARE OR
SAFETY CONCERN, AS DETERMlNED BY THE CITY MANtAGER, IN THE CITY MANAGER'S
SOLE DISCRETION, THE C1TY MANAGER, PURSUANT TO A VERBAL OR WRITTEN
NOTIFICATION TO THE FRIENDS, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER
THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS
AGREEMENT ON A GIVEN DATE. IF THE AGREEMEIVT IS TERMINATED FOR
CONVENIENCE BY THE CITY, THE FRiENDS SHALL BE PAID FOR ANY SERVICES
SATISFACTORILY PERFORMED UP TO THE DATE OF TERRAINATION; FOLLOWING
WHfCH THE CITY SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES, DUTlES,
AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT.
[Signature Page to Follow]
Page 14 of 18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
ATTEST• CITY OF MIAMI BEACH, FLORIDA
APR 2 8 2026 , � ? �,
By�
Rafae E. Granado, City Cle�ic Eric T Carpente , City Manager
_ e���''
1 ,
\�.... cy,
'���� ,
. ,
: . �: ;
� .IN�ORP ORATED� Date
's, � :�L
'�,2i•• �=
'�,,,4,4�..�..;�%.�'=
�,, CH 26,,,_-
,�,,.....--
ATTEST: FRIENDS OF THE BASS MUSEUM, INC., a
Florida not-for-profit corporation
tary
� --- By' ----
.e,or � �. tnd�rnann ��i�r'man � �
Pn t Na . and Title �pQ r�
a a� ��
Date
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
�� o2:'oz1z�
�,��City Attorney �.� Date
Page 15 of 18
Exhibit A
Description of the Project
The planned visionary concept is to build an indoor and outdoor structure that opens its doars
and ser�es as a multi-use cultural space maker; a space to convene community in the form of a
gathering space, cafe, and non-traditfonal art exhibition space. This mufti-purpose concept would,
convert the small, unattractive, and underutilized parking lot adjacent to the Museum into a socia!
space. This space would serve as a cultura� place maker in Collins Park and ofFer an altemative
to other public convening destinations like the Design District or Bayfront Park near the Perez Art
Museum Miami(PAMM). This fiexible space would provide for year-round cultural programming.
Page 16 of 18
Exhibit B
Preliminary Project Budget
_. --- - _ _
a�� �� �
PR0.IECT NAME:BASB Nuwam ot0.k PROJEC7�IO: 2202�
A.COVSTRUCTION COST
A.1NewCarsL�. SP� ..._ 5�..._.. _..= 511.100.000.00'�.
�
A2 RanovaGon: 0 SFx S • JSP...... .....= 50.00�.
a.3oemowcort _....__.,..._..._ .. .. . _.. .. .. ....= f0.00
�.4 Bulll In eQu�msru•ese�alas.Elev�o,7,Movy Waks.er.= __ . f000'�
A.5 C:vi WOh-RDaCS.Aprore U011Ges,eS,
A.5.1 5romiwater . .._ .....,___...._.. .. .. .. = 40.00�
n.5.7wacer. ...... ... . _.. . . ..._ _.. . � �_.. .SOAO
A.5.3 Mo�e Grcund .... _.. . .... .• ... 40.00�
a.6 EnN�rtuMelRemeEiatlon . . .. ... .. 50.00�..
Al SUBTOTAL A."Tln;A.6 ._ . ... �11JOO.D00.00
e...a.P.ei .�...�aw N[a.rawriww«emnl _ .
'', A.8 PsrcMl.n3 Aiorvxce Y.af A J.. ...__ ..... ... r I 2.9% . 1.. .S i17.d}5.68
A.3 TO7A'�_COP1STRl,CT'ON:A_7�A.8 ....__. . ,a {11,117 JJ6.�
_
8.FtlRMSHNYG8,FU(TURESANO EOUMlIEM{MOVEpBIE�...............- iG.
�C-ART MI PUBLlC PLACES(APP�
'; ;A.t�A1jX10094%2°h .._...................._........ ........a i .i�38-00.
O.OTHERC08 D
�roressonaiFeesf�C��fncnmll.................._..... . ......_.• , f<90.000.
Desyn(`;,a1Ca:sUucBon) . .... ...._. . + tz.0% f0.0
ScrveyngSrnses (Acya}.....___._.... ... .... = 0.0% SiB.4�6.�E
O�SeMces('bdcorsVucW�} . ._... ._ ... . = 3.Oti. � _f0.
L£EC LorreNssionin7 ngeri�:„�,w� O.OY.--t f0.00
' Thlra�xry-�ostESDmator 0.7% 579.921.J
� �o�xVuctaOiriry.Cos4'/a��eErgmsering:e.v����+.; _ 2.2Y. . ...._3215.172.72
I S�ey�and eesGrq Y W A.i. ..._._.. ....._. .. . .. ..• L 0.63% 569,840.09
( P„�f.r',�f�{,�p�()}F«•C�M^.GS � SO.
�
( RPRSeMceserCE8lSen�ces(tFTE}. . ...- 50.00
TOTA:O'H.RCCSTS ......_ ' t�0 �0.
PROJECTC0878UBTOTAL ( p •1R.70
.E.PROJECT C011TWGENCY
PrqectContingenq•.... .__..... _ .....= 15.016 � N
�F.PEE9
; -C�^FeeqY.ofPro,eclCwl................_.....__.._ .• L, 6.Oh f72t,229.14
�� ;;;e QM 15%:Mr�ee tesetl m tou:GOB ProjeGl amooN t.Sk _ ' S221.187.19
IT07nt.FEFS ....._ ...... .. ...__._.._..._..._ ', fW,aHi�
. PHOJEi;'GRa';G TOTqt.., 1f6.J7).000.1�
' ' ' ._-____ -_..__'_-_.._._... -_'_ __"_'
G.REMAPICS:�� �1
In N.�u�M Mw w.mtiMM 4u Yr wrwr�il M MM tw�IlY N nw Y4 K�wn 11rw�r CWM v,i����M�w1�I M aY M.i�
�mw.ria.cer r.w ww..,.,a
�,. __.._. .._. ._. __ .... ...__. .. _._.. ..-__.'_-.
Noh fo Pro/�cf N�e�p�c
P w��an ...�� � •m��:.a�x'rowi���.rv,��,�c�ai, cyy,. 4a�iri �r.�es��.nnur u�s�ob
��=h ._.�'._.. Ova 1.�(�mJltloe�i�pryan,tl'hto: ( �.uY.T i Mb;AI�n10dS)o r /Mw�aA i
.p,r. ro.muha'nawilo,ryp.�n.no �
Page 17 of 18
Exhibit C
Required Clauses
[to be attached]
Page 18 of 18
EXHIBIT C
Required Clauses
Ail Friends Design Professional Agreements shali include the following provisions (or language
substantially similar thereto which is approved in writing in advance by the City Manager).
ADDENDUM 70 FRIENDS DESIGN PROFESSIONAL AGREEMENT
The design professionai agreement to which this addendum (this "Addendum") is
attached (the "Original ContracY` and as amended by this Addendum, the "�ontracY') shall be
deemed to fully incorporate each of the clauses set forth below for all purposes thereof.
Capitaiized terms used but not defined herein have the meanings set forth in the Original
Contract. All references to "Consultant" below shall refer to Architect, any consultant, or any
other similar person party ta a design professional agreement in connection with the Project. In
the event of a conflict befin�een the terms af this Addendum and the Original Contract, the terms
of this Addendum shall control,
(a) Consultant acicnowledges thai the City of Miami Beach, Florida,a municipal
corporation duly organized and existing under the laws of the State of Florida (the "City"), and
Friends of the Bass Museum, Inc., a Florida not-for-profit corporation (the "Friends") entered into
that certain Memorar:dum of Understanding dated as of _____,_ _____________, 202_
(the "MOU") in connection with the Project. Cvnsultant acknowledges that the City is the owner
of the Praject site.
(�) Consultant acknowledges that the Friends has ass�gned or shall assign the
Contract to the City, and Consultant hereby cor.sents to such assignment and further agrees to
execute and deliver a consent to such assignment promptly following request by the Friends or
the City. The City shall have the right to enforce the full and prompt performance by the
Consultant of such Consultant's obligations under the Contract without the necessiry of such
assignment and without thereby assuming any of the obligations of the Friends under the
Contract occurring prior to such ass�gnment, except for the Friends' payment obligations. The
City is a third-party beneficiary of the Contract. Consultant hereby agrees that notwithstanding
that Consultant performed Services (as defined herein} in connection with the Project site or any
part thereof, the Ciry shall not be liable in any manner for payment or otherwise to Consultant in
connection with such Services, except to the extent the City expressly assumes in writing the
obligations of the Friends under the Contract (and then only to the extent such obligations arise
from and after such assumption). Upon the occurrence and during the continuance of a default
by the Friends resulting in a termination of the MOU, ar.y covenants, representations, guarantees
and warranties of Consultant under the Contrac:shall be deemed to be made for the benefit of
the City and shall be enforceabie by the City and at the option of the City, the Contract shall be
terrvtinated or Consultant will hara� the Contract as if the Contract had been originally entered
into with the City.
(e) Consultant hereby�vaives all rights of recovery, claims, actions or causes of
action against the City of Miarni Beach, Florida (and any successor to the City pursuant to the
MOU), and their respective elected and appointed officials (including,without limitation,the City's
Mayor and City Commissioners), directors, officials, officers, shareholders, members, employees,
successors, assigns, agents, contractors, subcontractors, experts, licensees, lessees, mortgagees,
trustees,partners, principals,invitees and affiliates("City Released Parties"),for any loss or damage
to property of Consultant which may occur at any time in connection with the Project unless
caused by the negligent acts or omissions or willful misconduct of City Released Parties.
(d) Consultant agrees to comply with all federal, state and locat laws, rules,
regulations, ordinances and building or zoning codes (collectively, "Laws") applicable to
Consultant, all services,work and other actions to be performed by or on behalf of the Consultant
pursuant to the Contract(collectively, the"�ervices") and the Project.
(e) Nothing contained in the Contract is in any way intended to be a waiver of
the prohibition on Consultant's abiliry to file liens against property of the City of Miami Beach,
Florida, or of any other constitutivnal, statutory, common law or other protections afforded to
public bodies or governments.
(f) The City shall have the right to inspect and copy, at the City's expense, al{
books and records and accounts of Consultant which relate in any way to the Project or to any
claim for additional compensation made by Consultant, and to conduct an audit, either through
its Internal Audit Department, the Office of the Inspector General (as further described herein)or
an independent accounting firm seiected by the City, of the financial and accounting records of
Consul#ant which retate to the Project. Consultant shail retain and make available to the City all
such books and records and accounts, financial or otherwise, which relate to the Project and to
any claim for a period of five(5)years foilowing final completion of the Project. During the Project
and the five(5)year period following final compietion of the Projett, Consultant shall provide the
City (or its authorized representatives) access to its books and records upon seventy-two (72}
hours written notice.
(g) To the extent permitted by law, no claim for damages or any claim, other
than for an extension of time, shall be made or asserted against the Friends or the City by reason
of any delay including, without limitation, unavoidable delays or any delays in the design,
development and construction of the Project which may arise as a resuit of the City's termination
of the Contract in accordance with the termination provisions of the Contract. To the extent
permitted by {aw, Consultant or its respective agents, employees, contractors, consultants or
professionals shall not be entitled to claim, nor shall the Friends or the City have any obligation
to fund, any request(s) for an increase to the final Project budget, or other payment or
compensation of any kind from the City, for direct, indirect, consequential, impact or other costs,
expenses or damages, arising because of delay, disruption, interference or hindrance from any
cause whatsoever,including but not limited to unavoidable delays and/or any delays in the design,
development and construction of the Project which may arise as a result of the City's termination
of the Contract in accordance with the termination provisions of the Contract; provided, however,
that Consultant shall be entitled to aEl remuneration permitted under such termination provisions.
2
(h) No action or omission by the City shali waive or excuse Consultant's
obligat+ons under the Contract and/or other Contract Documents and tnat Consultant shal!remain
liable for all work performed by Consultant to the extent caused by any design errors or omissions
or other negligence. Written decisions and/or approvais issued by the City shall not constitute
nor be deemed a release of the responsibility and liability of the Cansultant (or any
subconsultants), for ihe accuracy and competency of the Drawings and Specifications or the
Construction Documents, nor shail any City approval and/or decisions be deemed to be an
assumption of such responsibility by the City for a defect, error or omission in the Services.
Moreover, neither the City's inspection, review, approvaf or acceptance of, nor payment for, any
Services required under the Contract or MOU shall be construed to refieve the Consultant(or any
subconsultant} of its obligations and responsibilities under the Contract, nor constitute a waiver
of any of the Friends' or City's rights under the Contract, or of any cause of action arising out of
the performance of the Contract.The Consultant shall be and remain liable to the Friends and the
City in accordance with applicable Laws for all damages to the Friends and/or the City to the
extent caused by any failure of the Cons�ltant to comply with the applicable terms and canditions
of the Contract or by Consultant's misconduct, unlawful acts, ne�ligent acts, errors or omissions
in the performar�ce of the Contract. Drawings and Specifications shall not be part of the Contract
Documents, un;il (a) the Consultant has submitced completed Drativings and Specifications to the
City and the Friends ard (b) the proposed Drawings and Specifications have been reviewed and
approved by the City and the Friends and agencies having jurisdiction in accordance with the
procedures as provided by the Contract Documents. However, approval by the City shalt not in
any way be corstrued, interpre�ed and/or deemed to constitute a waiver or excuse Consultant's
obligatians to ensure the Drawings and Specifications are constructible, in compliance with all
applicable Laws and in accordance with the Contrac: Documents. For purposes hereof. For the
avoidance of doubt, nothing in this Section (h) shall be construed to impose liability on the
Consuitant for delays in performance to tne extent such delays are caused solely and d+rectly by
the Frier,ds' or the City's failure to timeiy perform materiai obligations expressly required under
the Cortract.
(i) Time is of the essence in the comp(etion of the Project.
{j) Consultant shall use good faith efforts to maintain a constructive,
professional, cooperative working relationship with, and throughout the Project shal{ coordinate
with, the Friends' designated project administrator ("Friends Project Administrator"), the City's
designated project administrator ("C�Proiect Administrator" and together with the Friends
Qrojett Administrator, collectively,the "Pr�ect Administrators"}, the Contractor, and any and all
other individuals ard/or firms that have been contracted, or otherwise retained, to perform work
on the Pro,iect, ircluding a�l other Friends Design Professionals, including the Water and Sewer
Improvements Engineer.
{k) The Consultant is responsible for the professional quality, technical
accuracy, completeness, performance, and coordination ot the Services requirec! under the
Contract (including the services performed by subconsultants), within the specified time period
and speeified cost and subject to a�l terms applicable thereto hereunder. The Consuitant snall
3
perform the Services as expeditiously as is consistent with the standard of professional skill and
care required by the Contract and the orderiy progress of the Project Work and utilizing the skill,
knowledge, and judgment ordinarily possessed and used by a proficient consultant with respect
to the disciplines required for the performance of such Services in the State of Florida. The
Consultant is responsible for and shal! represent to the best of its knowledge, information and
belief to the Friends and the City that the Services conform to the professional standard of care
with Contract Documents, and applicable Laws. The Consultant shall be and remain liable to the
Friends and the City for all damages to the Friends and the City to the extent cau5ed by the
Consultant's negligent acts or errors or omissions in the performance of the Services. In addition
to all other rights and remedies which the City may have, the Consultant shall,at its expense, re-
perform all or any po�tion of the Services to correct any non-conforming and/or insufficient
services which result from the Consultant's failure to perform in accordance with the above
standards. The Consultant shall be responsible for non-conforming and/or insufficient, defective
services and any resulting non-conforming, insu�cient, and/or defective construction work re-
performed within twelve(12) months following final acceptance and shall be subject to further re-
performance, repair and replacement for twelve (12) months from the date of initial re-
performance, not to exceed twenty-four months (24) from final acceptance. The Project
Administrators may notify the Consultant, in writing, of any non-conforming and/or insufficient
services and shall approve the method and timing of the corrections. For purposes hereof, "Work"
means all labor, materials, equipment, supplies, tools, machinery, utilities, fabrication,
transportation, insurance, bonds, permits and conditions thereof, building code changes and
government approvals, licenses, tests, quality assurance and/or quality control inspections and
related certifications, surveys, studies, and other items, work and services that are Consultant's
responsibility under the Contract's description of Services to be provided by Consultant and
necessary or appropriate for the total construdion, installation, and functioning of the Project,
together with all additional, collateral and incidental items, and work and services required, in
collaboration with the work and services provided by the other parties working on the Proje�t,for
delivery of a completed, fully functional and functioning Project as set forth in the Contract
Documents.
(I) Consultant agrees that when any portion of the Services relates to a
professional service which, under Florida Statutes, requires a license, certificate of authorization,
or other form of legal entitlement to practice and/or perform such Service(s), Consultant shall
employ and/or retain only qualified du{y licensed certified personnel to provide same.
(m) Consultant agrees not ta divulge, furnish or make available to any third
party(ies), any non-public information concerning the Services or the Project, without the prior
written consent of the City Manager, unless such disclosure is incident to the proper performance
of the Services; or the disclosure is required pursuant to �lorida Public Records laws; or, in the
course of judicial proceedings, where such information has been properly subpoenaed.
Consultant shall also require subconsuitants to comply with this subsection. The foregoing
notwithstanding, Consultant shall be permitted to make reference to the Project and to utilize
images approved by the City of the completed Project for its marketing purposes.
4
(n) Consultant shall establish, maintain, and categorize any and all Project
documents and records pertinent to the Services and shail provide the City, upon request, with
copies of any and all such documents and/or records. in addition, Consultant shall provide
electronic document files to the City upon campletion of the Project.
(o) THE CITY HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR
PERFORM IN ANY WAY THE CONSULTANT'S OBLIGATIONS UNDER THE CONTRACT OR
OTHER CONTRACT DOCUMENTS. THE CITY'S PARTICIPATION, FACILITATION AND/OR
ASSISTANCE TO THE CONSULTANT- EXCEPT AS REQUIRED PURSUANT TO THE CONTRACT
AND ONLY FOLLOWING DELIVERY OF AN ASSUMPTION NOTICE (AS DEFINED IN EXHIBIT
D TQ THE MOU� BY THE CITY - SHALL BE AT 1T5 SOLE DISCRETION AND SHALL NOT, IN
ANY WAY, BE CONS'fRUED, INTERPRETED AND/OR CONSTITUTE AN ASSUMPTI�N BY THE
CITY OF CONSULTANT'S OBLIGATIONS, A WAIVER �F CONSULTANT'S OBLIGATIONS
AND/�R EXCUSE ANY BREAtH BY CONSULTANT OF ITS 08LIGATlONS UNDER THE
CONTRACT DOCUMENTS. THE PARTICIPATION IN THE PERFORMANCE OF ANY OF
CONSULTANT'S OBLlGATIONS SHALL NOT PRECLUDE THE CITY FROM DECLARING
CONSULTANT IN DEFAULT FOR CONSULTANT'S FAILURE TO PERFORM SUCH
OBLIGATION, NOR SHALL IT L1MIT, IN ANY WAY, THE ClTY'S RIGHTS AND REMEDIES 1N
tONNECTION THEREWITH. THE CONSULTANT EXPRESSLY ACKNOWLEDGES AND AGREES
NOT TO RAISE OR ASSERT AS DEFENSE TO ANY CLAIM, ACTION, SUIT ANDJOR OTHER
PROCEEDING OF A SIMILAR NATURE, THE CITY'S PARTIClPATION, ASSISTANCE AND/OR
FACILITATION IN THE PERFORMANCE OF CONSULTANT'S OBUGATIONS - EXCEPT WHERE
ANY PARTICIPATION,ASSISTANCE AN D/OR FACILITATION BY THE CITY 1S AN OBLlGATION
OF THE CITY UNDER THE CONTRACT AND ONLY FOLLOWING DEUVERY OF AN
ASSUMPTION NOTICE BY THE ClTY- INCLUDlNG,WlTHOUT LIMITATION,ASSISTING WITH
OBTAINING AERMITS OR WlTH COORDINATION WITH UTILITIES, OR OTHER MATTERS
RELATED TO THE PROJECT. IN THE EVENT OF ANY CONFUCT BETWEEN THIS SECTION
AND/OR ANY OTHER�ROVISfON OF THIS CONTRACT OR OTHER CONTRACT DOCUMENTS,
TH15 SEGTI�N SHALL GOVERN; PROVIDED, HOWEVER, NOTHING !N TH1S SECTION (0)
SHALL BE CONSTRUED TO MODIFY OR LIMIT THE CONSULTANT'S OBLIGATlONS SET
FORTH !N SECTIOfd {H) OF THIS tONTRACT, INCLUDING THE STANDARD OF CARE AND
LlA61LlTY FOR DESIGN ERRORS AND OMISSIONS.
(p} If applicable, the Consultant shall comply with the requirements of Section
255.2575, Florida Statutes, and Chapter 100 of the City Code, as both may be amended from time
to time, addressing applicable Leadership in Energy and Environmental Design (LEED)compliance
requirements.
(q) All services provided by subtonsultants shall be undertaken and performed
pursuant to appropriate written agreements between the Consultant and the subconsultants,
which shall contain provisions that preserve ar.d protect the rights of the Friends ard the City
under the Contract. Nothing contained in the Contract shalf create any contractual relationship
between the City and the subconsultants.
5
(r) The Consultant shali not retain, add, or replace any subconsultant without
the prior written approval of the Friends and the City Manager, in response to a written request
from the Consultant stating the reasons for any proposed substitution. The Consultant shall cause
the names of subconsultants responsible for significant portions of the Services to be inserted on
the plans and specifications.
(s) The Consultant shall be uitimately responsible for the Consultant's and all
of its subco�sultants' compliance with the requirements of the Contract With respect to the
performance of work by subconsultants, the Consultant shall, in approving and accepting such
work, be responsible for the professional quality, completeness, and coordination of the
subconsultanYs work.
(t) The City and the Friends wiil establish a final Project budget, as set forth in
the MOU, which final Project budget includes the amount budgeted and established by the City
and the Friends therein for the cost of construction of the Work for the Project(the"Construction
osY' and such Construction Cost pvrtion of the final Project budget, the Final Proied
Cor�struction Budqet").Consultant shall design the Project so that the Final Project Construction
Budget for the Project is not exceeded in accordance with the terms hereinbelow. As part of the
Services, Consultant shail design and/or re-design and/or value engineer the Project to the Final
Project Construction Budget in accordance herewith (all of which shall be subject to the Friends'
and the City's prior written approval), making all revisions necessary to maintain the Final Project
Construction Budget. Consultant shall attend meetings with the Friends and the City to review
and discuss cost estimates, cost-saving alternatives, and implementation or revision of the
Drawings and Specifications and Construdion Documents to address such items, as necessary to
meet the established budget parameters set forth in the Final Project Construction Budget.
(u) Consultant shall provide and/or update the Statement of Probable
Construction Cost (as defined below) at each stage of completion of the Drawings and
Specifications and at completion of the Construction Documents, unless otherwise specified in a
written directive of the Project Admini5trators, as follows, which Statement of Probable
Construction Costs shall at all times be consistent with the Final Project Construction Budget and
the Contractor's assessment of total hard costs of construction for the Project:
{i) Promptly following Consultant's 30% cornpletion of the Drawings
and Specifications , Consultant shall develop and provide to the City a Statement of
Probable Construction Cost, which must include an estimated Construction Cost for the
Project within a range of plus or minus fifteen percent (+/-1S°/a) of the Final Project
Construction Budget. If at the foregoing stage of design, the Consultant's Statement of
Probable Construction Cost exceeds the Final Project Construction Budget by more than
fifteen percent (15%), then the Project Administrators shall provide notice thereof to the
Consultant, Consultant shal! then identify the cause(s) for the difference and recommend
in writing for the Friends' and City's approval any modification in the Drawings and
Specifications necessary to conform to the Consultant's estimated total �osts in the
Statement of Probable Construction Cost to within fifteen percent (159�0) of the Final
Project Construction Budget. Upon obtaining City's approval of any proposed
&
modifications, Cons;�ltant shal! incorparate such modifications within the Drawings and
Specifications as part of the Services and at no additional cost to the Friends or the City.
The "Statement of Probable Construttion Cost" means the detailed estimate prepared
by Consultant in Construdion Standard Index (CSI) format or other format approved by
the Project Administrators, which includes the Consultant's estimated total construction
cost of the Work for the Project.
(ii) At the 60�o completion of the Drawings and Specifications,
Consultant sha!I update its Statement of Probable Construction Cost, which must include
an estimated Construction Cost for the Project within a range of plus or minus ten percent
(+/-10°l0)of the Finaf Project Construction Budget. If at the foregoing stages of deSign,the
Consultant's Statement of Prabable Construction Cost exceeds the Final Project
Construction Budget by more tnan ten percent (10%}, the Project Administrators shall
provide notice thereof to the Consultant.Consultant shall then identify the cause(s}for the
difference and recommend in writing for the City's approval any modification in the
Drawings and Specifications necessary to conform to the Consultant's estimated total
costs in the Statement of Probable Construction Cost to within ten percent (10°�} of the
Final Project Construction Budget. Upon obtaining the Friends'and City's approval of any
proposed moditications, Consultant shall incorporate such modifications within the
Drawings and Specifications as part of the Services and at no additional cost to the Friends
or the City.
(iii) At the 90% stage completion of the Drawings and Specifications
and at completion of the Construction Documents, Consultant shall update its Statement
of Probable Construction Cost, which must include an estimated Construction Cost for the
Project within a range o` plUs or minus five percent {+/-S%) of the Finai Proje�t
Construction Budget. If at the foregoing stages of design, the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than five
percent (5°/o), the Project Administrators shall provide notice thereof to the Consultant.
Consultant shall then identify the cause{s)for the difference and recommend in writing for
the City's approval any modification in the Drawings and Specifications necessary to
conform to the Consultant's estimated total costs in the Statement of Probable
�onstruction Cost to within five percent {S%) of the Final Project Construction Budget.
Upon obtaining the City's approval, Consultant shall promptly modify the Drawings and
Specifications or Construction Documents within the time period specified by the Project
Administrators (which time period for completion shall not exceed ninety (90) days from
the date Consultant is notified to re-ciesign), as part of the Services and at no additional
cost to the Friends or the City.
(iv) To ensure that the Construction Cost shall not exceed the Final
Project �onstruction Budget, each Statement of Probable Construction Cost shall be in
sufficient detail to identify the costs of each element of the Project and include a
breakdown of the fees, general conditions and a reasonable and appropriate construction
contingency for the Project.
�
(v) The delivery of the Statement of Probable Construction Cost and
each update thereto to the Friends and the City shall constitute Consultant's certification
and warranty to the Friends and the City that such Statement of Probable Construction
Cost and update thereto represents Consultant's best estimate of the Construction Cost
for the Project as an experienced design professional familiar with the construction
industry, provided, however,that Consultant cannot(and does not}guarantee that bids or
negotiated prices will not vary from any estimates of Construction Cost or other cost
evaluation(s) prepared (or otherwise provided) by Consultant.
(v) The Final Project Construction Budget shall not be exceeded without fully
justifiable,extraordinary,and unforeseen circumstances(such as Force Majeure)which are beyond
the control of the parties, including, without limitation, any sudden, unexpected materiai (i.e.,
more than twenty-five percent (259'0)) increase in market prices for construttion materials or
services. Any expenditure above this amount shall be subject to prior written approval of the
Friends and the City Commission which, if granted at ail, shall be at the sole a�d reasonable
discretion of each of the Friends and the City Commission. The City Commission shall have no
obligation to approve an increase in the Final Project Construction Budget and, if such Final
Construction Budget is exceeded, the �ity Commission may direct, at its sole and absolute
discretion, the Friends to terminate the Contract(and the remaining Services)without any further
fiability to the City. For purposes hereof,a "Force Majeure"event is an event that(i) in fact causes
a delay in the perforrnance of the Consultant's or the Friends'obligations(or following any written
assumption of the Contract by the City, the City's obligations) under the Contract, and (ii) is
beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due
to an intentional act, error, omission, or negligence of such parry, and (iv} could not have
reasonably been foreseen and prepared for by such party at any time prior to the occurrence of
the event. Subject to the foregoing criteria, Force Majeure may include, but is not limited to,
events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage,
explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong
hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force
Majeure shall not include technological impossibility, inclement weather, or failure to secure any
of the required permits pursuant to the Agreement.
(w) Any additional services to be perFormed by Consultant or any change in the
scope of the Services shall only be performed by Consultant following receipt of written
authorization by the Project Administrators (which authorization must be obtained prior to
commencement of any such additional work by Consultant).
(x) All notes, correspondence, documents, plans and specifications, designs,
drawings, renderings, calculations, specifications, models, photographs, reports, surveys,
investigations, and any other documents (whether completed or partially completed) and
copyrights thereto for Services performed or p�oduced in the performance of the Contract, or
related to the Project, whether in its native electronic form, paper or other hard copy medium or
in electronic medium, except with respect to copyrighted standard detaiis and designs owned by
the Consultant or owned by a third party and licensed to the Consultant for use and reproduction,
8
shall become the property of the City. Consuftant shaif de►iver all such documents to the City
Project Administrator in their native electronic form within thirty (30) days of campletion of the
Services (or within tF�irty(30) days of expiration or eariier termination of the Contract as the case
may be). Any use, reuse or modification of any such documents (other than any use of such
documents without modification in connection with the Project)without either Cansultant's prior
approval or Consultant's involvement shal! be at the City's sole risk.
The City may grant an exclusive license of the copyright to the Consultant for reusing and
reproducing copyrighted materials or portior.s thereof as authorized by the City Manager in
advance and in writing. In addition, the Consultant shall not disclose, release, or make availab�e
any document to any third party without prior written approval from the City Manager. The
Consultant shall warrant to the City that it has been granted a license to use and reproduce any
standard details and designs owned by a third party and used or reproduced by the Consultant
in the performance of the Contract. Nothing contained herein shall be deemed to exclude any
dacument from Chapter 119, Florida Sta�utes. Notwithstanding the foregoing:
(i) The Cansu�tant is permit�ed to reproduce copyrighted material
described above subject:o prior�vritten approvai of the Ciry Manager.
(ii) The Friends and the City shall have the right to modify the Project
or any components thereof without permission from the Consultant or without any
additional compensation to the Consultan:. The Consultant shali be released from any
liability resuiting from such modification.
(iii) The Consultant shall 6ind all subconsultants to the Contract
requirements for re-use of plans and specifications.
(iv) Reuse or modificatior, o# any such documents by the City, without
Consultant's written permission, shail be at the Citys sole risk, and the City agrees to
indemnify, defend, and hold Consultant harmless from al! claims,damages, and expenses,
including attarneys'fees, arising out of such reuse by the City or by others acting through
the City, solely to the extent permissible under Section 768.28, Florida Statutes. Nothing
in the Contract,as modified by this Addendum,shall be construed as a waiver of sovereign
immunity by the City.
(y} Termination for �ause. From and after the effective date of any written
assumption of the Contract by the City, the City may terminate the Contract for cause, upon
written notice to Consultant, in the event that the Consultant (1) violates any provision of the
Contract or performs same in bad faith; (2) unreasonably delays the performance of the Services
or any portion thereof;or(3} does not perform the Services or any portion thereof in a timely and
satisfactory manner. Ir the case of termination for cause by the City, the Consultant sha{I first be
granted a thirty (30) day cure period (commencing upon receipt of the initfal written notice of
defau�t from the City).
9
(i) In the event the Contract is terminated for cause by the City, the
City, at its sole option and discretion, may take over the remaining Services and complete
them by contracting with another consultant(s},or otherwise.The Consultant shall be liable
to the City for any Additional Cost(s) incurred by the City due to such termination.
"Additional Cost" is defined as the difference between the cost of the completion of such
Services had the Contract not been terminated and the actual cost of completion of the
Services provided such actual costs have been adjudicated to be reasonable by a court of
competentjurisdiction or by an arbitrator in accordance with the dispute resolution terms
of the Contract.
(ii) In the event of termination for cause by the City, the City shall only
be obligated to pay�onsultant for those Services satisfactorily performed and accepted
prior to the date of termination(as such date is set forth in, or can be calculated from,the
City's initial written default notice). Upon payment of any amount which may be due to
Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to
Consultant.
{iii) As a condition precedent to release of any payment which may be
due to Consultant under(ii)above, the Consultant shall promptly assernble and deliver to
the Project Administrat�rs any and all Project documents prepared (or caused to be
prepared) by Consultant{including,without limitation, those re€erenced in subsection (ffl
hereofl. The City shall not be responsible for any cost incurred by Consultant for assembly,
copy, and/or defivery of Project documents pursuant to this subsection.
{z) T�rminatiQn_for Convenienc�. From and after the effective date of any
written assumption of the Contract by the City, in addition to the City's right to terminate for
cause, the City through the City Manager, may also terminate the Contract, upon fourteen (14)
days prior written notice to Consultant,for convenience,without cause,and without penalty,when
(in its sole discretion)it deems such termination to be in the best interest of the City. In the event
the City terminates the Agreement for convenience, Consultant shall be compensated for all
Services satisfactorily per€ormed and accepted up to the termination date(as set forth in the City's
written notice), and for Consultant's costs in assembly and delivery to the City Praject
Administrator of the Project documents (referenced in subsection(kk}(iii) above). Upon payment
of any amount which may be due to Consultant pursuant this subsection (Il), the City shall have
no further liability to Consultant.
(aa) If the Friends fails to make payments to Consultant in accordance with the
Contract,Consultant shall provide written notice of such failure to the City,and the City shall have
thirty(30) days from receipt of such notice to pay the unpaid sum identified in the notice. Should
the City fail to make such payment within thirty(30)days,Consultant may, at Consultant's option,
terminate the Contract or suspend performance of services under the Contract.ff Consultant elects
to suspend services, Consultant shall give seven (7) days' written notice to the City before
suspend'rng services. In the event of a suspension of services pursuant to this subparagraph,
Consultant shall have no liability to the City for delay or damage caused to the City because of
such suspension of servites. Before resuming services, Consultant shall be paid al1 sums due prior
to
to suspension and any expenses incurred in the interruption and resumption of Consuitant's
services. In the event of such suspension, time schedules shall be equitabfy adjusted.
(bbj Insurance. The Consultant shall maintain the below required insurance at
all times during the term of the Contract. The maintenance of proper insurance coverage is a
material element of the Contract and failure to maintain or renew coverage may be treated as a
material breach of the Contract, which could result in withholding of payments or termination of
the Contract:
(i) Workers' Compensation Insurance for all employees of the
Contractor as required by Florida Statute Chapter 440 and Employer �iability Insurance
with a limit of no less than �1,000,000 per accident For bodily injury or disease. Should the
Contractor be exempt from this Statute, the Contractor and each employee shall hold the
City harmless from any injury incurred during performance of the Contract. The exempt
contractor shall also subrnit(i)a written statement detailing the number of employees and
that they are nat required to carry Workers'Compensatian insurance and do not anticipate
hiring any additional employees during the term of the Contract or (ii) a copy of a
Certificate of Exemption.
(ii) Commercial General Liability Insurance on an occurrence basis,
including products and completed operations, property damage, bodily injury and
personaE & advertising injury with limits no less than $1,000,000 per occurrence, and
$2,000,000 general aggregate.
(iii; Automobile Liabiliry Insurance covering any automobile, �f vendor
has no owned automob+les, then coverage for hired and non-owned automobiles, with
limit no less than $1,OOO,d00 combined per accident for bodily injury and property
damage.
(iv) Professional Liability(Errors &Omissions) Insurance appropriate to
the Consultant's profession,with limit na less than $2,000,000 per claim and aggregate.
(cc) Additional Insurance Terms:
(i) Additional Insured - City of Miami Beach must be included by
endorsernent as an additionai insured with respect to all liability policies (except
Professional Liability and Workers' Compensation) arising out of work or operations
performed on behalf of the Consultant including materials, parts, or equipment furnished
in connection with such work or operations and automobiles owned, leased, hired or
borro�ved in the form of an endorsement to the Consultani's insurance.
(ii) Notice of Cance!lation— Each insurance policy reauired above shall
provide that coverage shall not be canceiled,except with notice to the City of Miami Beach
c/o EXIGIS Insurance Compliance Services.
11
(iii) Waiver of Subrogation - Consultant agrees to obtain any
endorsement that may be necessary and avaiiable to affect the waiver of subrogation on
the coverages required and shall indemnify the City, its officers, employees, from and
against loss or expense(including reasonable attorneys'fees and costs of litigation)ta the
extent caused from the failure to obtain such waiver. However, this provision and the
ConsultanYs waiver of recovery against the City as `urther described herein applies
regardless of whether the City has received a waiver of subrogat+on endorsement from the
insurer.
(iv) Acceptabiiity of Insurers - Insurance must be placed with insurers
with a current A.M. Best rating of A- or higher. If not rated, exceptions may be made for
members of the Florida lnsurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be
considered if they are licensed and authorized to do insurance busines5 in the State of
Florida.
(v) Verification of Coverage - Consu{tant shall furnish the City with
original certificates and amendatory endorsements, or copies of the applicable insurance
language, effecting coverage required by the Contract. All certificates and endorsements
are to be received and approved by the City before work commences. However,failure to
obtain the required documents prior to the work beginning shall not waive the
Consultant`s obligation to provide them. The City reserves the right to require complete,
copies of all required insurance policie5, including endorsements, required by these
specifications, at any time.
CER71F{CATE HOLDER ON ALL COI MUST READ:
CITY OF MIAMI BEACH
c/o EXIGIS Insurance Compliance Services
P.O. Box 947
Murrieta, CA 92564
Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent,
EXIGIS, at: Certificates-miamibeach@riskworks.com
(vi) Special Risks or Circumstances -The City of Miami Beach reserves
the right to modify these requirements, including limits, based on the nature of the risk,
prior experien�e, insurer, coverage, or other special circumstances.
(vii) Compliance with the foregoing requirements shall not relieve the
vendor of his liability and obligation under this section or under any other section of this
Contract.
(dd) Lndemnificat%Qn. To the ful{est extent permitted by Section 725,08, Florida
Statutes, the Consultant shall indemnify and hold harmless the City and its o�cers, employees,
and instrumentalities, from liabiiities, damages, fosses, and costs, induding, but not limited to,
12
reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Consultant and other persons emp�oyed or utifized by the Consultant in
the performance of the Contract. The Consultant shall pay all claims and losses in connection
therewith and shall investigate ail claims, suits,or actions of any kind or nature in the name of the
City, where applicable, including appellate proceedings, and shall pay all costs,judgments, and
attorney's fees tivhich may issue thereon. Consultant expres5ly understands and agrees that any
insurance protection required by the Contract or otherwise provided by Consultant shall in no
way limit its responsibility to indernnify and hold harmless the City and its officers, employees,
and instrumentalities, From liabilities, damages, losses, and costs, including, reasonable attorneys`
rees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of
the Consultant and other persons employed or utilized by the Consultant in the performance of
the Contract. Sums otherwise due to Consultant by the City after any written assumption of the
Contract by the City, may be retained by the City until all of City's claims for indemnification under
the Contract have been settEed or otherwise resolved. Any amount withheld pursuant to this
subsection shaEl not be subject to payment of interest by City. The indemnification obligations
set forth in this Section sha!! survive the termination and/or expiration of the Contract.
(ee) Limitation of Liab_il;ty.
(ij Notwithstanding any other term or condition of the Contract,
Consultant hereby agrees that the City shall not be liable to Consultant for money
damages due to an alleged breach by the City of the Contract following any written
assumption thereof by the City, in an amount in excess of the total amount of
compensation/fees due to Consultant far al! Services under this Contract arising after the
date of any such written a5sumption, which amount shall be reduced by any amount(s)
actuaHy paid by the City to Cansultant hereunder. Nothing contained in this subsection,
or elsewhere in the Cont�act, is in any way intended to be a waiver of the limitation placed
upon City`s liability, as set forth in Section 768.28, Florida Statutes. Notwithstanding any
other term or condition of the Contrad and except with respect to any indemnification
claims set forth in Section (dd) hereinabo�e, the City hereby agrees that Consultant, its
owners, employees and agents shal{ not be liable to the City for money damages due to
an alleged breach by Consultant of the Contract, in an amount in excess of Two Mill�on
Dollars ($2,d00,000).
(ii} The Cvnsultant agrees and recognizes that the City shall not be held
iiable or responsible for any claims which may res�lt from any negligent, reckless, or
intentionally wrongful actions, errors or omissions of the Consultant in which the City
participated either through review or concurrence of the Consultant's actions. In
reviewing, approving or rejecting any submissions by the Consultant, or other acts of the
Consultant, the City in no way assumes or shares any responsibility or liability of the
Consultant (including, without limitation any of Consultant's subconsultants and/or any
other registered professionals (architects and/or engineers) under the Contract).
(ff) Notices. Consuitant shall deliver copies of all notices to the Friends to the
City in writing at the following addresses:
13
Office of Capital Improvement Projects
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: David Gomez
City of Miami Beach, City Hali
1700 Convention Center brive
Miami Beach, Florida 33139
Attn:City Attorney
With a copy to:
City Manager's Office
City of Miami Beach, City Hall
17�0 Convention Center Drive
Miami Beach, Florida 33139
Attn: Eric Carpenter
All written notices given to the Consultant from the City shall be addressed to:
Johnston Marklee&Associates
1545 Pontius Ave,
Los Angeles, CA 90025
Attn: Sharon Johnston
Email:sharon@johnstonmarklee.com
With a copy to:
Farallon Law Group LLP
345 Grove Street, Suite 2000
San Francisco, CA 94102
Attn: Mario Kashou, Esq.
mkashou@farallonlaw.com
(gg) Public_Rec..ords Act. Consultant shal! comply with Florida Public Records
law under Chapter 119, F{orida Statutes, as may be amended from time to time.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, �LORIDA STATUTES, TO THE CONSULTANT'S DUTY
TO PROVIDE PUBLIC RECC3RDS RELATING TO THIS C4NTRACf,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
14
CITY OF MIAMI BEACH
ATTENTION: RAFAEL f. GRANQDO, CITY CLERK
1700 CONVENTION tENTER DRIVE
MIAMI BEACH, fLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
(hh) Inspector General Audit Rights. Pursuant to Section 2-256 of the Code of
the City of Miami Beach, the City has established the Office of the Inspector General which may,
on a random basis, perform reviews, audits, inspections and investigations on all City contracts,
throughout the duration of said contracts. This random audit is separate and distinct from any
other audit performed by or on behalf of the City.
(i) The Office of the Inspector General is authorized to investigate City
affairs and ernpowered to review past, present and proposed City programs, accounts,
records, contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and monitor
City projects and programs.Monitoring of an existing City project or program may include
a report concerning whether the projett is on time, within budget and in conformance
with the contract docurnents and applicaofe law. The Inspector General shal! have the
power to audit, investigate, monitor, oversee, inspect and review operations, activities,
performance and procurement process including but not limited to project design, bid
specifications,(bid/proposal)submittals,activities of the Consultant its officers,agents and
employees, lobbyists, City staff and efected officials to ensure compliance with the
Contract Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
City Code,the City is allocating a percentage of its overakl annual contract expenditures to
fund the activities and operations of the Office of Inspector General.
{ii) Upon ten(10} days written notice to the Consultant, the Consultant
shall make all requested records and documents available to the Inspector General for
inspection and copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect and
review operations activities, performance and procurement process including but not
limited to project design, bid specifications, (bid/proposal) submittals, activities of the
Consultant, its officers, agents and employees, lobbyists, Cfty staff and elected afficials to
ensure compliance with the contract documents and to detect fraud and corruption.
(iii) The Inspector General shall have the right to inspect and copy all
documents and records in the Consultant's possession, custody or controf which in the
Inspector General's sole judgment, pertain to performance of the contract, including, but
not limited to original estimate files, change order estimate files, worksheets, proposals
and agreements from and with successful subcontractors and suppiiers, all project-related
correspondence, memora�da, instructions, financial documents, construction documents,
15
(bid/proposal) and contract documents, back-change documents, alf documents and
records which involve cash, trade or volume d+scounts, insurance proceeds, rebates, or
dividends received, payroil and personnel records and supporting documentation for the
aforesaid document5 and records.
(iv) The Consultant shall make available at its office at all reasonable
times the records, materials, and other evidence regarding the acquisition (bid
preparation) and performance of the Contract, for examination, audit, or reproduction,
until three (3) years after final payment under the Contract or for any longer period
required by statute or by other clauses of the Contract. In addition:
(A) If the Contract is completely or partially terminated, the
Consultant shall make available records relating to the work terminated until three (3)
years after any resulting final termination settlement;and
(B) The Consultant shall make available records relating to
appeals or to litigation or the settlement of claims arising under or relating to the Contract
until such appeals, litigation,or claims are finally resolved.
(v} The provisions in this section shall apply to the Consultant, its
officers,agents,employees,subcontractors and suppliers.The Consultant shall incorporate
the provisions in this section in all subcontracts and all other agreements executed by the
Consultant in connection with the performance of the Contract.
(vi) Nothing in this section shall irnpair any independent right to the
City to conduct audits or investigative activities. The provisions of this section are neither
intended nor shall they be construed to impose any liability on the City by the Consultant
or third parties.
(ii) The Contract shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial,without regard to principles of conflict
of laws. The exclusive venue for any litigation arising out of this Contract shall be Miami-Dade
County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal
court. BY ENTERING INTO THE CONTRACT, CONSULTANT AND THE FRIENDS,AND, BY IT5
APPROVAL HEREOF, CITY EXPRESSLY WAIVE ANY RIGHTS SUCH PERSON MAY HAVE TO A
TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THE
CONTRACT.
(jj) Equal Opportuni�.�m�lovment Goals. Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under the Contract
betause of race, color, national origin, religion, sex, gender identity, sexual orientation, disabifity,
marital or familial status, or age, and wil( take affirmative steps to ensure that applicants are
employed and employees are treated during employment without regard to race, color, national
origin, religion, sex,gender identity, sexual orientation, disability, marital or familial status,or age.
16
(kk) Public Entity Crimes Act. In accordance with the Pubiic Entity Crimes Act
(Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed
on the convicted vendor iist following a conviction for a public entity crime may not submit a bid
on a contract to provide any goods or services to the City, may not submit a bid on a contract
�vith the City for the construction or repair of a public building or public work, may not bid on
leases of real property to the City, may not be awarded or perform work as a Consultant, supplier,
subconsultant, or subconsultant under a contract with the City, and may not transact business
with the City in excess of the threshold amoun± prov'sded in Section 287.017, Florida Statutes,for
Category Two, for a period of 36 rnonths from the date of being placed on the convicted vendor
list. For violation of this subsection by Consultant, City shall have the right to cause the Friends
to terminate the Contract without any iiability to the City, and pursue debarment of Consultant.
(II) No Contingent Fee. Consultant warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for Consultant,
to solicit or secure the Contract, and that it has not paid or agreed to pay any person, company,
corporatior�, individual or firm, other than a bona fide employee working solely tor Consuttant,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from
the award or making of the Contract. For the breach or violation of this subsection,City shall have
the right to cause the Friends to terminate the Contract, without any liability to the City or, at its
discretion, to deduct from the contract price (or otherwise recover) the fulf amount of such fee,
commission, percentage, gift, or consideration.
{mm} Proiect Documents. In accordance with Section 119.071(3), Florida
Statutes, all building plans, blueprints, schematic drawings, and diagrams, including draft,
preliminary, and final formats, are exempt from the provisions of Section 119.07(i), Florida
Statutes (inspection and copying of public records), and s.24(a),Article I of the State Constitution.
Information made exempt by this paragraph, with prior written approval from the City Manager,
may be disclosed to another entity to perform its duties and responsibilities; to a licensed
architect, engineer, or Consultant who is pertorming work on or related to the Project; or upon a
showing of good cause before a court of competentj�rrisdiction. The entities or persons receiving
such informatian shall maintain the exembt sta:us of the information.
(i) In addition to the requirements in this subsection (yy), the
�onsultant agrees to abide by all applicable Federal, State,and City procedures,as may be
amended from time to time, by whicn the documents are handled,copied, and distributed
which may inclucie, but is not limited to, each employee of Consultant and subconsultants
that will be invalved in the Project being required to sign an agreement stating ;hat they
wil► not copy, duplicate, or distribute the documents unless authorized by the City
Manager, in writing.
(ii) The ConsuEtant and its subconsultants agree in writing that the
Project documents are to be kept and maintained in a secure lotat+on.
(iii) Each set of the Project documents are to be numbered and the
whereabouts of the documents shall be tracked at all times.
17
(iv} A log is developed to track each set of documents logging in the
date, tirne, and name of the individual(s)that work on or view the documents.
(nn) Corre��ons to Contra� Documents. If applicable to the performance of
Consultant`s Services, the Consultant shall prepare, without added compensation, all necessary
supptemental documents to correct errors, omissions, and/or ambiguities which may exist in the
Contract Documents prepared by Consultant, including documents prepared by its
subconsultants. Compliance with this subsection shall not be construed to relieve the Consultant
from any liability resulting from any such errors, omissions, and/or ambiguities in the Contract
Documents and other documents or Services related thereto.
(oo) Assignmen . The Consultant shall not assign, transfer or convey this
Contract to any other person, firm, association or corporation, in whole or in part, without the
prior written consent of the Friends and the City, which consent, if given at all, shall be at the sole
option and discretion of the Friends and the City.
18
Exhibit D
Form of Assignment
[to be attached�
Page 19 of 18
EXHIBIT E
Anti-Human Trafficking Affidavit
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of the
Friends hereby attests under penalty of perjury that the Friends does not use coercion for labor
or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingly making a false statement includes fines andlor
imprisonment.
The undersigned is authorized to execute this affidavit on behalf of the Friends.
THE FRIENDS:
Friends af the Bass Museum, Inc., a Florida not-for-profit corporation.
�
C 2,t o� Col h nS �ve 1�(�a rn c }�i�ch, F 1--
Name?Title: ¢. w►ar»n irr»ar� (Address) ga� }?j�
�� \.
State af �
r
County of
The foregoing instrument was acknowledged before me b eans of�pt�ysical presence or❑
q�line notarization, this �� Y of 2026 by
n , as s 1N`t ,�i�. , of Friends of the
Bass seum, Inc., a Florida not-for-profit corporation, known to me to be the person described
�h�ein, or who produced __ ,_ as identification, and who id/�iid
not take an oath.
NOTARY PUBLIC:
f�
`' ,�°����",,,. Everett�rerer Ford
� -----_�_--
,..;,��.�;,,
Signature) =:°� �= Comm.:HH 349910
�� _,�, , �r ;���;Expires:January 16,2027
" '�t�` �'' ��--�,,,,,,,,°' Notary Public-State of florida
(Print Name) - - — —
My commission expires: J,���'�,`�
Page 20 of 18
EXHIBIT D
Assignment Of Design Professional Agreements
FOR VALUE RECEIVED, the undersigned FRIENDS OF THE BASS MUSEUM,
INC., a Florida not-for-profit corporation (the "Friends "), as of this day of
, 202_ (the "Effective Date") assigns to the CITY OF MIAMI BEACH,
FLORIDA a municipal corporation duly organized and existing under the laws of the State
of Florida(the"City"), pursuant to that certain Memorandum Of Understanding Regarding
Design Responsibilities for the Bass Museum Expansion Project by and between the City
and the Friends dated as of , 202�, (the"ActreemenY'), all of the
Friends' right, title and interest under all unexpired existing and future architect's
agreements, engineers' agreements, landscape designer's agreements or any other
engineering and/or design agreements for the development and construction of the
Praject) between the Friends and any architect, land planner, engineer, landscape
designer or other design professional (collectively, the "Friends Design Professional
Aqreements"} relating to the Project, which consists of the construction/addition of an
indoor/outdoor structure that will serve as a multi-use cultural space for the community to
convene, a caf�, as well as a non-traditional art exhibition space adjacent to the
Museum's southwestem flank, as defined and described in the Agreement. The Friends
Design Professional Agreements include but are not limited to those agr�eements listed
on Schedule 1 attached hereto. Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed to them in the Agreement.
THIS ASSIGNMENT OF DESIGN PROFESSIONAL AGREEMENTS
("Assiqnment") constitutes a present and absolute assignment to the City as of the
Effective Date; provided, however, that for so long as no Default by the Friends has
occurred under the Agreement and until the earlier of (i) the end of the Default by the
Friends; (ii) the City's exercise of its remedy for a Default by the Friends as provided in
the Agreement,or(iii)final compietion of the Project("Final Completion"), the City grants
the Friends a license to exercise all rights under the Friends Design Professional
Agreements for design of the Project in accordance with the Agreement. Upon the
occurrence of(a)a Default by the Friends under the Agreement, or(b) Final Completion,
the City may, in the City's sole discretion, give notice to any party to a Friends Design
Professional Agreement of the City's intent to enforce the rights of the Friends under the
applicable Friends Design Professional Agreement and, if applicable, may initiate or
participate in any legal proceedings respecting the enf�rcement of said rights. The
Friends acknowledges that solely by accepting this Assignment, the City does not assume
any of the Friends' obligations under the Friends Design Professional Agreements.
The Friends represents and warrants to the City, as of the Effective Date, that (a)
all Friends Design Professianal Agreements entered into by the Friends as of the date
hereof are listed on schedule 1 attached hereto, (b) all the Friends Design Professional
Agreements entered into by the Fnends are in full force and effect and are enforceable in
all material respects in accordance with their terms and no default, or event which would
constitute a default after notice or the passage of time, or bath, exists with respect to any
of the Friends Design Professional Agreements, (b) all copies of the Friends Design
�
Professional Agreements delivered to the City are true, complete and carrect as of the
date of this Assignrnent, and (c) the Friends has not assigned any of the Friends' rights
under the Friends Design Professional Agreements other than to the City. The Friends
shal! deliver to the City true, complete and correct copies of all Friends Design
Professional Agreements entered into after the date hereof, promptly upon execution
thereof, and shall update Schedule 1 to reflect the new Fnends Design Professional
Agreements as and when the same are executed.
The Fnends agrees(a)to pay and perform all obligations of the Friends under the Friends
Design Professional Agreements, (b) to enforce the full and prompt performance of all
obligations of any other person or entity under the Friends Design Professional
Agreements, and (c)except as otherwise may be permitted under the Agreement, not to
materially modify the existing Friends Design Professional Agreements nor to enter into
any future Fr'rends Design Professional Agreements without the City's prior written
approval in accordance with the Agreement.
This Assignment shall be governed by and construed and enforced in accordance
with the laws of the State of Florida, without regard to conflicts of laws. Except as
othe►wise expressly provided under the terms and conditions herein, the terms of this
Assignment shall bind and inure to the benefit of the heirs, executors, administrators,
nominees, successors and assigns of the parties hereto. All exhibits, schedules, riders
and other items attached hereto are incarporated into this Assignment by such
attachment for all purposes.
To facilitate execution, this Assignment may be executed in as many counterparts
as may be convenient or reqUired. It shall not be necessary that the signature and
acknowledgment of, or on behalf of, each party, or that the signat�re and
acknowledgment of all parties required to bind any party, appear on each counterpart. All
counterparts shall collectively constitute a single instrument. This Assignment may be
transmitted and/or signed by facsimile or e-mail transmission (e.g., "pdf' or "tif'). The
effectiveness of any such documents and signatures shall have the same force and effect
as manually-signed originals and shall be binding on all parties to this Assignment.
[Remainder of Page Intentionally Left BlankJ
2
SCHEDULE 1 T4 ASSIGNMENT OF DESIGN PROFESSIONAL AGREEMENTS
LIST OF FRIENDS DESIGN PROFESSIONAL AGREEMENTS
(5chedute 1 to Assignment of Friends Design Professional Agreement)
coHSE�r
THIS. C NSENT (�Consent") is rnade by � 115� ��r �- �e, a
�� (the "Friends Desi�n P ssionai"), this . � day of
�Care� ,202�, to and for the benefit of the CE'TY OF MlAMI BEACH, FLORtDA, a
municipal corporation duly organized and existing under ths Eaws of the State of Florida
(the"C�), with agreeme�rt by FRIENDS OF THE BASS MUSEUM, IPIC., a Florida not-
fior-profit corporation (the°Friends"}.
Friends Design Professlonal and the Friends ave entered into that certain Agreement
fo� � �r m r��ted � ac� a (the "A�reemenY'), for the
providing and/or procu�ng o the architec ral, engineering, iandscape and/or other
professional design seroices (as further described in the Agreement) for the Project, as
defined in that certain Memorandur�n Of Understanding Regarding Design
Responsibilities for the Bass Museum Expansion Project by and between the City and
the Friends dated as of , 202_(the °City-Friends As�reement").
WHEREAS, the �riends has assigned the Agreement to the City pursuant fo the
Assignment of F�iends Design Professlonal Agreements(the"Asstgnment"}to which thts
Consent is attached.
WHEREAS, the Clty has required, as a condition of the Improvemerrt and
Maintenance Agreement, as amended, that Friends Design Professional execute this
Consent.
NOW THEREFORE, in co�sideratfon of the foregoing recitals, which are true and
correct and a�e hereby inoorporated into this Consent by this reference, and other good
and valuable consideration, the reoelpt and sufficiency of which are hereby
acknowledged, Friends Design Professiona(agrees as follows:
1. Friends Design ProfessionaE represents and warrants ta the City that the
Agreement is in full force and effect and is enforceable in all material respects in
accordance with its tertns and no default, or event which v►wuld constjtute a defauit after
notice or the passage of time, or both, exists with resped to the Agreement.
2. Friends Oes�gn Professional agrees that if, at any time, the City elects to
assume the obligations of the Friends under the Agreement in acoordance with the
foregoing assignment thereof and gives Friends Design Professional written notice of
such assumption (an "Assumptlon Notice"), then, so long as the City assumes and
performs the payment obfigations af the Friends uncler the Agreement accruing from snd
after the date of such assumption, then Friends Design ProfessionaE shall continue to
perioRn its obligatlons under the Agreement in accordsnce wlth the terms thereof for the
benefit and account of the City in the same manner as if performed fot the benefit of
accaunt of the Friends in the absence of the Assignment. Unless and until the C€ty
exRressfy assumes the obligations of the Friends under the Agreement(and then only to
the extent the same arise from and after such assumption), the CRy shal! not be a party
(Consent Page 1 J
to the Agreement and will in no way be responsible to any party for any ciaims of any
nature whatsoever arising or which may arise in connection with the Agreement.
3. Friends Design Professional furtfier agrees that, in the event of a breach by
the Frlends of the Agreement, Friends Design Professionat will give wr+tten notice to the
City at ihe address shown befow its sigr►ature of such bteach simultsneously wlth the
delivery of notice of such default to the Friends. Unless and until the Cit�r expressly
assumes the obligations of the Friends under the Agreement(and then only to the extent
the same arise from and after such assumption}, the City shall not be a party to the
Agreement and wiil in na way be responsibte to any party for any claims of any nature
whatsoever arising orwhich may arise in connection with the Agreement.
4. Friends Design Professional agrees, notwi#hstanding anything to the
oontrary conEained herein, that upon tt�e City's exercise of its remedies for a default by
the Friends as provided in the Cit}r-Friends Agrsement, until and unless the City gives
Friends Design Professional an Assumption Notice, the Agreement may be terminated
for any or no reason at the election of the City and the City shall not be respons�ble to any
party for any claims of any nature whatsoever arising or which may arise in connection
with the Agreement.
5, Frisnds Design Professional and, by its signature below, the Friends, each
hereby acknowledge and agree to the incorporaRion of the Required Clauses(as deflned
in the Improvement artd Maintenance Agreemerrt) into the Aqreement, for all purposes
thereof.
6. By its joinder in the execution of this Consent, the Friends agrees that any
actian by Friends Design Professional in acaorclance with the terms hereof shaN not
constitute a vialation by �riends Design Proiesslonai of any term of the Agreement or of
any obligation Friends Design Professional has or may have to the Friends. For instance,
in the event the Cily terminates the AgreemeM as provided in Section 4 hereof, the
Friends shall remain liable for all amounts due Friends Design Professional in accordance
with the applicable termination provisions of the Agreement.
7. This Consent shall be governed by, and constnaed anc! eniorced in
accordance with, the laws of the State of Fbrida.
8. EACH OF THE UNDERSIGNED PARTtES HEREBY KNOWINGl.Y,
VOLUNTARILY AND INTENTIONALLY, AFTER OPPORTUNITY FOR
CONSULTATION WITH lNDEPENDENT COUNSEL, WAIVE3 ITS RICHT TO TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS OR OBLIGATtONS UNDER OR AR1SlNG IN CONNECTIt)N WITH THIS
CONSENT.
9. Friends Design Professional warrants and represents that it has no
knowled�e of any priar assignment(s)of any interest in the Agreement that remains in
effect.
(Consent,Page 2J
10. To facilitate executian, this Consent may be executed in as many
caunterparts as may be cor�venient or required. It shalE not be necessary that the
signature and adcnawledgment of, or on behalf of, each parry, or that the signature and
acknowledgment of ali parties required to bind any pa�ty,appear on each cour►terpart. All
counterpa�ts shall collectively oonstitute a singie instn,rr�t. This Consent may be
transmitted and/ar signed by facsimile o� e-mail transmission (e.g., "pdf' or "tiP'). The
effectiveness of any suc�documer�ts and signatures shall have the same force and effect
as manually-stgned originals and shall t�e binding on all parties to this Consent.
[Remainder of Page Int"entionally Left Blankj
[Consent,Paye 3]
IN WITNESS WHEREOF, the Fnends intending to be legally bound has executed
this Assignment as of the date first written above.
THE FRIENDS:
FRIENDS OF THE BASS MUSEUM, lNC.
a Florida not-for-profit corporation
,
B , J
y.
Name: � �.. n!1
Title: �elt� ,�c��c1 � �f-�s��'t'�
3
!N WiTNESS WHEREOF, Friends Design Professional intending to be lega�ly
bound has executed this Consent as of the date first written above.
Friends Qesipn Professlonal�
Jo �yNSTON Mr+RkI.�E
� ._. _ _ �
By:
Nam : �l, v1S 'l .-
Tltle: Q�yl,S�DyL�P�
-- - f
Fr(ends Design Pro essional's Address:
1S 4 S p b �v -r � vs A� E
Lot A n+b E�-E,f _.TG A �oo ZS
ACKNOWLEOGED AND AGREED TO BY:
FRIENDS:
FRIENDS OF TNE BASS MUSEUM, INC.,
a Florida not-for-profit corporatlon
�
By:_ _�._�
Name: ...�..�—.�.d_ �n
Title �'�.._r`�'�� ��. ?��t �Zc�rd � ��r¢L-�x-S
Friencfs A.dd��ss
,�%i J�' ��_:_r': � �tv-'t�
+� � ���,,., r �... ��� }- C 3r - ' i
(Consent Page�3;
CITY:
CITY OF MIAMI BEACH
a Florida muni i corp ration
By:
Eric T. Carpe ter, City Manager
ATTEST:
,.,,,,,,,,��,�,,
B APR 2 8 2026 SEAL ���1.B.�.cti,,h
Y� [ ] �. �
Rafael . Granado, City Clerk ���""`� `; �
; :IN�ORP ORAIED? �
s�2�.. i.`O;
44�n••.r ���r
APPROVED AS TO ''�,�C'y"26 ._-
���,,,,
FORM & LANGUAGE
���L(�
City A rney e� Date
City's Address:
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Manager
With a copy to:
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: City Attorney
[Consent, Page 5]
�
2025-33969
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A
MEMORANDUM OF UNDERSTANDING(THE"MOU") BETWEEN FRIENDS OF
THE BASS MUSEUM, INC. AND THE CITY OF MIAMI BEACH, FLORIDA,
REGARDING DESIGN RESPONSIBILITIES FOR THE BASS MUSEUM
EXPANSION PROJECT; AUTHORIZING THE CITY MANAGER TO FINALIZE
THE MOU; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY
CLERK TO EXECUTE THE MOU.
WHEREAS, the Bass Museum (the "Museum"), located at 2100 Coliins Avenue, Miami
Beach, Florida, is owned by the City and operated by the Friends of the Bass Museum, Inc. (the
"Friends"); and
WHEREAS, on November 8, 2022,the electorate of the City of Miami Beach voted in favor
of the General Obligation Bond for Arts and Culture Program (the "GOBAC Program") in the
amount of $159,000,000 to improve facilities for resiliency of arts and cultural institutions
throughout the City, including museums, performance venues, artistic playgrounds,
senior/cultural centers, botanical garden, aquatic sculpture park and related artisUworkforce
housing; and
WHEREAS, an expansion to the Museum (the "ProjecY') was approved as part of the
GOBAC Program and includes the construction/addition of an indoor/outdoor structure that will
serve as a multi-use cultural space for the community to convene, a cafe, as well as a non-
traditional art exhibition space adjacent to the Museum's southwestem flank; and
WHEREAS, in June 2024, the City engaged Zyscovich, Inc. to complete a Needs
Assessment and Basis of Design Criteria for the Project that reflects the Museum's future vision,
needs, and business model; and
WHEREAS, these services were required to develop functional space programming,
which will serve as a road map {basis of design)for the design architect; and
WHEREAS, in March 2025, the Board of Trustees of the Museum, during its scheduled
meeting, discussed the possibility of raising/releasing private funds to cover the architecture and
engineering fees for the Project, in order to allow GOBAC Program funds currently budgeted for
soft costs to be reallocated to hard costs, thereby increasing the projected construction budget;
and
WHEREAS, accordingly, the Friends contacted the City and proposed contracting and
funding the design services directly, through their available private funding; and
WHEREAS, the Museum's Board of Trustees, during a scheduled meeting, agreed to
create an independent process whereby the Board of Trustees reviews and selects the architect
for the Project; and
WHEREAS, the Friends have proceeded with the selection of the architect for the Project;
and
WHEREAS, the Ciry will retain responsibility for overseeing the design and, contingent
upon final approval of the design by the City Commission, executing the construction of the
Project; and
WHEREAS, on July 23, 2025, the City Commission approved the issuance of a Request
for Qualifications ("RFQ")for a Construction Manager at Risk for the Project; and
WHEREAS, the RFQ was issued in July 2025, proposals were submitted, and the award
of the cont�act is anticipated in December 2025; and
WHEREAS, the City Administration recommends that the Mayor and City Commission
approve, in substantial form, the Memorandum of Understanding between the City and the
Friends, attached to the City Commission Memorandum accompanying this Resolution as Exhibit
A, pursuant to which the Friends' shall be responsible for selecting and fully funding the design
professionals for the Project.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, a Memorandum of Understanding (the "MOU")
between Friends of the Bass Museum, Inc. and the City of Miami Beach, Florida, regarding design
responsibilities for the Bass Museum expansion project; authorize the City Manager to finalize
the MOU; and further, authorize the City Manager and City Clerk to execute the MOU.
PASSED and ADOPTED this �� day of �u��� , 2025.
Steven Meiner, Mayor
ATTEST:
EC 2 J 1�25
Rafael E. Granado, City Clerk
���' , '�''��
, ,,,��.y'',,
:,�;��p�.
:��;.
��'`"`' �"`� APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUT�ON
► �-) Zo7-�
City Attorney � '% Date
���w��i���.�.�.�..�� i�..�i . �..�.,�
Resolutions -C7 F
MIAMIBEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Enc Carpenter, City Manager
DATE: December 17, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, F�ORIDA, APPROVING, IN SUBSTANTIAL FORM, A
MEMORANDUM OF UNDERSTANDING (THE "MOU") BETWEEN FRIENDS OF
THE BASS MUSEUM, INC. AND THE CITY OF MIAMI BEACH. FLORIDA,
REGARDING DESIGN RESPONSIBILITIES FOR THE BASS MUSEUM
EXPANSION PROJECT; AUTHORIZING THE CITY MANAGER TO FINALIZE THE
MOU; AND FURTHER, AUTHORIZING THE CITY MANAGER AND CITY CLERK
TO EXECUTE THE MOU.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission (City Commission) adopt
the Resotution.
BACKGROUND/HISTORY
The Bass Museum Expansion Project (Pro�ect) was approved as part of the 2022 General
Obligation Bond for Arts & Culture (GOBAC) Program in the amount of $15.7M. The Project
includes building/adding an indoor/outdoor structure that will serve as a multi-use cultural space
maker, a space to convene community in the form of a gathering space, caf�, and non-traditional
art exhibition space, adjacent to The Bass Museum's (The BASS) southwestern flank.
In June 2024, the City engaged Zyscovich, Inc. to camplete a Needs Assessment and Basis of
Design Criteria for the Project that reflects the The BASS' future vision, needs, and business
model. The services were required to develop functional space programming, which wilt serve as
a raad map (basis of design)for the design Architect.
In September 2024, a process was initiated to issue a Request for C�ualification (RFQ) to select
a firm for architectural design services for the Project, to provide complete design, permitting,
construction documents, bid assistance, and post design services.
In March 2025, during their Board of Trustees meeting, The BASS discussed the possibility of
raising/releasing private funds to cover the architecture and engineering fees for the Project. This
initiative would enable the reallocation of a portion of the GO Bond funds cur�ently budgeted for
soft costs toward hard costs, thereby increasing the projected construction budget. The City will
oversee the execution ot the design by The BASS and will retain responsibility for the construction
phase. This is contingent upon final approval by the City Commission and the execution of the
MOU between the Friends of The BASS Museum. Inc. and the City of Miami Beach.
ANALYSIS
The Board of Trustees of The BASS, during the�r scheduled meeting. agreed;accepted the
creation of an independent process whereby the Board of Trustees reviews and selects the
868 of 3458
u
.,. , .. ; ;h. . . ., � ..
. .. „ .: . ._.
'"?'-��,�i��1C�1�='�� ....: � .:.. . - .
architect fo�the Project. The BASS contacted the City and has proposed contracting and funding
the design services directly, through their availabfe funding. The details of the agreement are
outlined in the MOU (Exhibit A), to be executed in substantial form, upon approval by the City
Commission. The BASS has reviewed and approved the MOU in substantial form.
The BASS has proceeded with the selection of the Architect for the Project. On July 23, 2025,
the City Commission approved the issuance of an RFG� for a Construction Manager at Risk
(CMAR)for the Project. The C!VIF.R is a project delivery method where the c:�r,�truction manager
commits to delivering a project within a Guaranteed Maximum Price (GMP). The construction
manager will provide pre-construction services including constructability reviews, scheduling, and
periodic construction cost estimates throughout the design phase. Earfy collaboration between
the design and construciion teams is critical to ensure the design remains within budget.The RFQ
for CMAR was issued in July 2025, responses to the solicitation were received, and the award of
the contract is anticipated in December 2025.
FISCAL IMPACT STATEMENT
The total budget allocated for the Bass Museum Expansion Pro�ect is $15.7 mitlion, which
includes approximately$11.1 million designated for construction.
Does this Ordinance reauire a Business Imaact Estimate?
(FOR ORDtNANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https://www.miamibeachfl.govlcity-halllcity-clerklmeetinq-notices/
FINANCIAL INFORMATION
N/A
CONCWSION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
Aaalicable Area
South Beach
Is this a "Residents Ris�ht to K�ow" item, Is this item related to a G.O. Bond
�ursuant to Citv Code Section 2-17? Proiect?
No Yes
Was this A�enda Item initiallv requested by a lobbvist which, as defined in Code Sec. 2-481,
includes a principal ens�aaed in lobbyinq? No
If so, spec�fy the name of lobbyist(si and p�incipal(s):
Department
Capital Improvement Projects
869 of 3458
i
Saonso�(sl
Co-sponsorf s1
Condensed Title
Execute MOU, Bass Museum Expans�on Project. CIP
Previous Action (For City Clerk Use Onlv)
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870 of 3458
EXHIBIT A
MEMORANDUM OF UNDERSTANDING
REGARDING DESIGN RESPONSIBILITIES FOR
THE BASS MUSEUM EXPANSION PROJECT
This 1A�morandum of Understanding (this "Aqreemei��') �s made and ente�ed into on this
day of ,2025 ("Effective Date"), by and between FRIENDS OF THE BASS
MUSEUM, INC. (the "Friends"), and the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal
corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the
"C�"). Each of the Friends and the City may hereinafter be referred to as a"Party"and collectively
the "Parties".
WHEREAS, the Bass Museum (the "Museum"), located at 2100 Collins Avenue, Miami
Beach, Florida, was established from its inception as a strong public/private partnership through
a contractual agreement entered into in 1963 between the City and John and Johanna Bass
(together with all subsequent amendments thereto, the "1963 Bass AQreement"1, whereby the
City accepted the gift of the art collection of John and Johanna Bass (the "Collection"), in
exchange for making the Coltection open and available to the public in a building maintained by
the City;
WHEREAS, the 1963 Bass Agreement requires the City to admirnster, operate and
maintain the Collection in perpetuity, provide for the exhibition of the Collection, keep the
Collection open and available to the public, and provide funding for the maintenance and
exhibition of the Collection;
WHEREAS, on March 10, 2010, the Mayor and City Commission adopted Resolution No.
2010-27349. approving an Amended and Restated Bass Museum Agreement between the City
and Dennis Alan Richard,as successor-in-interest to John and Johanna Bass (the"Amended and
Restated Aqreement");
WHEREAS, the Amended and Restated Agreement was intended to replace and
supersede the 1963 Bass Agreement and, among other things: (1)reaffirmed the City's continuing
obligation to fund the admin�stration, operation and maintenance of the Collection at the Museum
building under the current name "The Bass Museum of Art"; ( 2) provided guidelines for the
maintenance of the Museum building; (3) confirmed governance of the Museum by the Friends
through its board of directors, with the City Manager holding one of the seats on the board and
twenty percent (20%) voting power; and (4) established oversight by an independent executive
director;
WHEREAS, the Friends continue to provide oversight and management for the Museum
pursuant to a Letter of Agreement between the City and the Friends which is renewed annually
on October 1;
WHEREAS,on November 8,2022, the electorate of the Ciry of Miami Beach voted in favor
of the General Obligation Bond for Arts and Culture Program (the °GOBAC Proqram"} in the
amount of $159,000,000 to improve facilities for resiliency of arts and cultural institutions
throughout the Ciry, including museums, performance venues, artistic playgrounds.
senior/cultural centers, botanical garden, aquatic sculpture park and related artisUworkforce
housing.
WHEREAS, an expansion to the Museum (the "Bass Museum Expansion Proiect" or the
"Proiect"}was approved as part of the GOBAC Program and includes the construction/addition of
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EXHIBIT A
an indoor/outdoor structure that wili serve as a muiti-use cultural space for the community to
convene, a cafe, as well as a non-traditional art exhibition space adjacent to the Museum's
southwestern flank, as more specifically defined in Exhibit A;
WHEREAS. the Project is estimated to cost $15.37 million with a constructwn cost of
approximately $11.1 mitlion;
WHEREAS. in order to enable GOBAC Program funds currently budgeted for soft costs
to be reallocated to hard costs, the Friends intends to assume the obligation to engage a lead
architectural firm and to cover all costs associated with work to be performed by the Architect (as
defined below) and other design professionals associated with the preparation of design
development drawings and construction documents for 1he Pro�ect, including the preparation of
permit plans; and
WHEREAS, the Friends and the City desire to agree to this arrangement subject to the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
exchanged, and other good and valuable considerations the receipt and sufficiency of which is
hereby conclusively acknowledged, the Parties agree as follows:
1 j Definitions. All capitalized terms used in this Agreement shall have the meanings set
forth in this Section unless such terms are defined elsewhere in the body of this
Agreement.
a. "Architect" means the lead architectural firm hired to work on the Pro�ect.
b �Bass Museum Ex�ansion Proiect"or"Proiect' is defined in the recitals.
c. "Ci�yt " means the City of Miami Beach, a Florida municipal corporation, having its
principal o�ces at 1700 Convention Center Drive, Miami Beach, Florida 33139. In
the event the City exercises its regulatory authority as a governmental body, the
exercise of such �egulatory authority and the enforcement of any laws, rules,
regulations, ordinances, and plans (including through the exercise of the City's
building, fire, code enforcement, police department or otherwise)shall be deemed
to have occurred pursuant to the City's regutatory authority as a governmental
body and shall not be attributable in any manner to the City as a party to this
Agreement or in any way deemed in conflict with, or a default under, the City's
obligations hereunder.
d. "Cla�ms" is defined in Section 11.
e. "Code" means the Code of Ordinances of the City of Miami Beach, Florida.
f. "Construction Aqreements" means,collectively,the Construction Contract and any
othe�contractor's agreements, architect's agreements. engineers' agreements, or
any other agreements for the provision of labor. materials, services or supplies
with respect to the construction of the Project entered into by the City, as the same
may be amended or otherwise modified from time to time.
g. "Construction Contract" means the contract for predevelopment services and.
once approved. the amendment to such contract providing for construction of the
Pro�ect for a guaranteed maximum price ("Guaranteed Maximum Price") or a
stipulated sum, as determined by and executed between the City and the
Contractor, as the same may be amended or otherwise modified from time to time.
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EXHIBIT A
h. "Contractor" means the duly licensed general contractor or construction manager
at risk' engaged by the City under the Construction Contract for the construction
of the Project.
i. "CPM Schedule" means the construction schedule for the Project, which shall be
prepared using the critical path method ("CPM") and which may be amended by
the City from time to time. The CPM Schedule shall include the following:
i. a CPM network diagram for use in scheduling and controlling work;
ii. the early and late start and stop times for each major construction activity;
iii. all "critical path"activities and their duration;
iv. the sequencing of all procurement, approval, delivery and work activities;
v. late order dates for all long lead time materials and equipment; and
vi. critical Friends and City decision dates.
j. "Default" is defined in Section 9
k. "Design Development Plans" means the plans for the Project describing and
quantifying the principal elements of the design for architecture, landscape,
engineering, and any other relevant factors. The Design Development Plans shall
also include, where relevant, typical details and materials, to assist the City in
determining the pricing of the Project.
I. "Development Permit" means any building permit, zoning permit, subdivision
approval, rezoning, ce�tification, special exception, variance, or any other o�cial
action of local govemment having the effect of permitting the development of land.
m. "Effective Date" is defined in the first paragraph of this Agreement.
n. "Final Project Budget" is defined in Section 2.
o. "Force Maieure" is defined in Section 22.
p. "Friends" is defined in the first paragraph of this Agreement.
q. "Friends Desiqn Professionals" means the architects, engineers, and other design
professionals engaged by the Friends, whether prio� to or subsequent to the
Effective Date, for the preparation of the Project Plans. The Friends Design
Professionals shall provide design services for the Project, as well as construction
administration services during the construction of the Project, and shall assist the
Parties in ensuring that the Pro�ect is completed in acco�dance with the terms and
conditions of the Construction Contract, the Project Plans and industry standards.
The Friends, in coordination with the City, shall cause the applicable Friends
Design Professional(s) to certify progress and completion of the Project in
accordance with the City-approved Project Plans, including, without limitation, as
and when payment requisitions are received from the Contractor.
r. "Friends Desian Professional Agreements" means all agreements entered into by
the Friends with the Friends Design Professionals, as the same may be amended
or othe►wise modified from time to time.
s. "Proiect Plans" means the comprehensive plans and specifications for the Project
to be prepared by the Architect and other Project Design Professionals engaged
by the Architect and approved by the City pursuant to the terms of this Agreement,
including the Design Development Plans and any construction plans and
specifications subject to any modifications agreed to in writing by the Parties.
t. "Proiect Work" means all the physical development, construction and finishing
work for the completion of the Project.
u. "Required Clauses" is defined in Section 9.
i A construction manager at risk acts as a general contractor.
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EXHIBIT A
2) Imalementation of the Proiect In connection with the Project, the City and the Friends
will collaborate as follows.
a To evaluate and refine the preliminary Project budget attached hereto as Exhibit
B, which sets forth the estimated costs for the Praject and which shall be sub�Cct
to change pending completion and approval by both Parties of the Project Plans
and Construction Agreements prepared pursuant thereto and in accordance with
this Agreement.
b. The Pa�ties agree to amend this Agreement to attach the final Project budget (the
"Final Project Budget") once agreed to by the Parties per the terms of this
Agreement.
c. The Friends' liability under this Agreement shall be limited to engaging the
Architect, causing the Architect to prepare the Project Plans and any materials
necessary for any Development Permits required,as well as providing construction
administration services, it being understood and agreed that the Friends Design
Professionals shall be responsible for preparing the Project Ptans in consultation
with the City, the Contractor and to the extent applicable, any other Friends Des�gn
Professional, and subject to the City's prior written approval (the costs and
expenses of the Architect and Project Plans shall be borne solely by the Friends).
d The Friends shall collaborate with the City in a timely and efficient manner in
preparation of the Final Project Budget and CPM Schedule: and
e The City shalt engage the Contractor.
3) Partv Execution of Necessary Documents for Proiect Approvals. The City and the
Friends shall join in any applications necessary for approval of the Project in accordance
with the Project Plans.
4) Fundinsa for the Proiect. The Friends will be solely responsible for all costs necessary
for the Architect and other Friends Design Professionals whether engaged via the
Architect or directly by the Friends to produce the Project Plans, as well as all costs
associated with construction administration services The City shall be solely responsible
for all so-called hard costs to construct the Project as well as permitting costs. The Parties
agree that the total hard costs and permitting costs of the Project will not exceed
$11.417,336.
5) Preparation and Approval of Proiect Plans.
a. Within sixty (60� days after the Effective Date, the Friends shall engage and
commence to work with the Architect to prepare the Project Plans, which Project
Plans shall be subject to prior written approval by the City at 30°/a, 60% and 90%
stages of completion of such documents (provided the City shall have 60 days to
review same). Failure by the C�ty to approve or comment on such Project Plans
within 60 days shall be deemed approval of the Project Plans. The Friends shall
have eighteen (18) months after the Effective Date to prepare the Project Plans
and obtain all permits necessary for commencement of construciion of the Project;
provided, however, that the City shall be responsible for the costs of permits. The
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EXHIBIT A
foregoing time period is subject to extension based upon(i)a Force Majeure event
that actually delays the preparation of the Project Plans, provided that notice of
such Force Majeure event is delivered to the City in accordance herewith, and/or
(ii}delays caused by the City solely to the extent that such delays are due to review
of such Project Plar�� by the City beyond each period set forth above, and/or (iii)
as reasonably agreed by the Parties.
b. The City, in its proprietary capacity, agrees to reasonabty cooperate with the
Friends in the preparation of any necessary application materials for Development
Permits for the Project.
c. Upon completion of the final construction documents, the Friends shall submit
them to the City and its Contractor, including for the purpose of verifying that the
Project set forth therein is substantially in accordance with the Project Plans (as
amended, if that be the case) and this Agreement, and verifying that the Project
can be completed in accordance with the Final Project Budget. The City Manager,
on behalf of the City in its proprietary capacity (and not in its governmental or
regulatory capacity), shall review and either approve or reject such construction
documents within thirty (30) days after receipt of the same. If the Ciry Manager
timely rejects such construction documents, the City Manager shall provide
specific and detailed reasons for such re�ection. In that event, the Friends shall
cause the construction documents for the Project to be revised so that they are
substantially in accordance with the Project Plans and this Agreement, and so that
the Project may be completed in accordance with the Final Project Budget. The
Friends shall then re-submit the revised construction documents to the Ciry
Manager pursuant to the foregoing process, and this review and revision
procedure shall continue until the construction documents have been approved by
the City Manager.
d. Should any claims arise under the Construction Cont�act or the Friends Design
Professional Agreements relating to actions, er�ors, or omissions on the part of the
Contractor or Friends Design Professionals, respectively, then the City and the
Friends shall mutually cooperate in an effort to resolve such issues as may arise
therefrom.
6) Filins� of Permit Applications. The Friends will file all necessary permit applications, at
the City's cost.
7) Construction of Proiect. The City shall execute the Construction Contract with a Flo�ida
licensed Contractor. The Construction Contract shall be substantially in tfie form of the
City's standard construction manager at risk agreement or such other form as the City
shall determine in its reasonable discretion. The Parties acknowledge and agree that all
payments pursuant to the Construction Contract and any other applicable Construction
Agreements for constructio� work, if any, shall be based on the percentage of completion
of the work covered by such agreements. The Friends shall, and shall cause the Friends
Design Professionals to, reasonably cooperate with the Contractor and involve the
Contractor in all aspects of the preparation and/or modification of the Project Plans from
and after the date on which the Constructian Contract is executed and comply in alI
respects with the Required Clauses.
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8) Obligation to Enforce Friends Desi�n Professional As��eements. The Friends wiil use
commercially reasonable efforts to enforce its nghts under the Fnends Design
Professional Agreements and to cause the Friends Design Profess�onals to comply with
the Friends Design Professional Agreements (including without limitation the Required
Clauses, and, with respect tu the Friends Design F,;,tessionals. to cause the Friends
Design Professionals to reasonably cooperate with the Contractor and coordinate with the
Contractor in connection with the preparation and/or modification of the Project Plans from
and after the date on which the Construction Contract is executed.
9) Friends Qesi�n Professional A��eements The Friends Design Professional
Agreements shall include such terms and conditions as are negotiated between Friends
and the Friends Design Professionals, consistent with the terms of this Agreement,
including appropriate warranties In addition:
a. All Friends Design Professional Agreements entered into by the Friends after the
Effective Date shall be subject to the City's prior written approval, which shall not
be unreasonably withheld, conditioned or delayed; provided, however, all Friends
Des�gn Professional Agreements shall include, at a minimum, the clauses set forth
in Exhibit C (the "Required Clauses"). All Friends Design Professional
Agreements entered into prior to the Effective Date, and which have not yet
expired. shall be amended to include the Required Clauses. The Friends Design
Professional Agreements shall be assigned to the City pursuant to an assignment
substantially in the form of Exhibit D attached hereto and incorporated herein.
The City shall have the right (but not the obligation) to enforce all rights of the
Friends under the Friends Design Professional Agreements pursuant to the
assignments thereof and the Friends shall cause the Friends Design Professionals
to consent to such assignment. The City shall grant a license to the Friends to
perform alt obligations and enforce ali nghts under the Friends Design Professional
Agreements. The license shall be suspended during the period of any Default by
the Friends urder this Agreement.
b. The Fnends Design Professional Agreements shall contain a provision whereby
the City shall be entitled to the same indemnifications by the Friends Design
Professionals as the Friends.
c. The Friends Design Professional Agreements shall provide that the Ciry or its
designated representative shall have the same right to inspect the books and
records of the Friends Design Professionals as the Friends do.
d. The Friends Design Professional Agreements shalt require the Friends Design
Professionals to fully cooperate with and assist the City in the resolution of any
issues with regard to the Citys claims for defects, warranty issues, and/or other
post-construction issues contemplated herein, as they may arise.
e. Any proposed termination of a Friends Design Professional Agreement as a result
of a default thereunder by the applicable Friends Design Professional (or the
exercise of any other remedy thereunder) shall require mutual approval of the City
and the Fnends, neither of which shall be unreasonably withheld. conditioned or
delayed.
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EXHIBIT A
10� Default; Remedies.
a. The following shall each be considered a default under this Agreement (a
"Default"):
i. The Friends' failure to make any undisputed, properly due and owing
payments to each Friends Design Professional under the applicable
Friends Design Professional Agreement beyond any applicable grace
period, and such failure continues fifteen (15) days after written notice
from such Friends Design Professional; or
ii. The failure of the Friends to promptly comply with any of its nonmonetary
obligations under this Agreement for more than thirty (30) days after
written notice from the other Party or such shorter time period as may be
otherwise provided herein; or
iii. A custodian, trustee or receiver is appointed for the Friends, or the
Friends becomes insolvent or bankrupt, is generally not paying its debts
as they become due or makes an assignment for the benefit of creditors,
or the Friends causes or suffers an order for relief to be entered with
respect to it under applicable Federal or state bankruptcy or insolvency
law or applies for or consents to the appointment of a custodian, trustee
or receiver for the Friends, or bankruptcy, reorganiiation, arrangement
or insolvency proceedings, or other proceedings for relief under any
bankruptcy or simitar law or laws for the relief of debtors are instituted by
or against the Friends, provided that with respeci to any involuntary
proceeding, such proceeding is not dismissed within ninety (90)days.
b. Remedies. Upon the occurrence, and during the continuance of, a Default by the
Friends hereunder, the City shall be entit;ed to all rights and remedies available at
law or in equity and otherwise as set forth in this Agreement. Without limiting the
foregoing, without any additional notice or demand whatsoever, the City may elect
to:
i. Terminate this Agreement;
ii. Exercise and enforce the City's rights pursuant to each assignment of
Friends Design Professional Agreement:
iii. Without terminating this Agreement, perform or cause the performance
of such obligations of the Friends, in which event (A) the Friends shall
immediately lose all approval, consultation and/or consent rights to which
it would othenrvise be entitled hereunder while the Default is continu�ng,
(B) the Fnends shall reimburse the City on demand for all costs and
expenses (including reasonable attorneys' fees) incurred by the City in
connection with such performance. and (C)the Ciry shall not be liable for
any loss, cost, damage or liability arising out of or relating to the City's
performance of such obligations;
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EXHtB1T A
iv. Enforce strict performance by the Friends of the applicable provisions of
this Agreement; and
v. Recover damages for such Default from the Friends.
11)Indemnification of the City bv the Friends.
a. The Friends shall indemnify, hold harmless and defend (with counsel approved by
the Ciry Attorney) the Ciry, its officers, agents, servants and employees from and
against any and all claims, liabilities, demands, causes of action, costs and
expenses (including reasonable attorneys' fees at trial and all levels of appeal) of
whatsoever kind or nature ("Claims") arising out of (i) an error, omission or
negligent act or willful misconduct of the Friends, its agents, servants, contractors,
or employees; or (ii} any default by the Friends under this Agreement; provided
that there is expressly excluded from the foregoing obligations any claims to the
extent resulting solely from the gross negligence or willful misconduct of the City,
its officers, agents (excluding the Friends), contractors(excluding the Friends)and
employees.
b. In any and all claims against the City or any of its consultants, agents, or
employees by any employee of the Friends or any employee of any person,
employee, agent, or third party acting on the Friends' behalf. the indemnification
obligation of this section shall not be limited in any way by any limitation on the
amount or type of damages, compensation, or benefits payable by or for the
Friends or by or for any person, employee, agent, or third party acting on the
Friends' behalf under workers' or workman's compensation acts, disabiliry benefit
acts, other employee benefit acts or any other service of law.
c. This indemnification provision shall survive the expiration or earlier termination of
this Agreement
12)Term. This Agreement shall be effective as of the Effective Date and, except as otherwise
provided herein, shall continue until the warranty period for the Project Work lapses per
the Construction Contract.
13)Notices. Except as otherwise expressly set forth herein. all notices required or permitted
to be given under this Agreement shall be in writing and shall be deemed to have been
given �f delivered by hand, sent by recognized overnight courier(such as Federal Express)
or mailed by certified or registered mail, return receipt requested, in a postage prepaid
envelope. and addressed as follows:
If to the City� City of Miami Beach
Property Management Department
1755 Meridian Avenue, Suite 200
Miami Beach, Florida 33139
Attn� Director
With a copy to: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
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878 of 3458
EXHIBIT A
Attn: City Attorney
If to the Friends: Friends of the Bass Museum, Inc.
2100 Collins Avenue
Miami Beach, Florida 33139
Attn: Executive Director
Notices personally delivered or sent by overnight courier shall be deemed given on the
date of delivery, and notices mailed in accordance with the foregoing shall be deemed
given three(3)days after deposit in the U.S. mail by registered or certified mail. The terms
of this Section shall survive the expiration or earlier termination of this Agreement. Parties
may modify these notices through written notification to the other Parties.
14)Limitation of Citv's Liabilitv.
a. The City desires to enter into this Agreement only if in so doing the City can place
a limit on its iiability for any cause of action for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never
exceeds the sum of$10,000. The Friends hereby expresses its willingness to enter
into this Agreement with the Friends'recovery from the City for any damage action
for breach of contract to be limited to a maximum amount of $10,000, tess the
amount of all funds actually paid by the City to the Friends pursuant to this
Agreement.
b. Accordingly, and notwithstanding any other term or condition of this Agreement,
the Friends hereby agrees that the City shall not be liable to the Friends for
damages in an amount in excess of $10,000, which amount shall be reduced by
the amount actually paid by the City to the Friends pursuant to this Agreement, for
any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this Agreement. Nothing
contained in this paragraph or elsewhere in this Agreement is in any way intended
to be a waiver of the limitation placed upon the City's liability as set forth in Section
768.28, Florida Statutes. Any tort liability to which the City is exposed under this
Agreement shall be limited to the extent permitted by applicable law and subject
to the provisions and monetary limitations of Section 768.28, Florida Statutes, as
may be amended, which statutory limitations shall be applied as if the Parties had
not entered into this Agreement, and the City expressly does not waive any of its
rights and immunities thereunder.
c. The Ciry will not in any event whatsoever be liable for any injury or damage to the
Friends nor for any injury or damage to the Project (unless caused by the gross
negligence or willful misconduct of the City, its agents, contractors or employees).
d. Except as may be otherwise expressly provided herein, no approval to be made
by the City in its proprietary capacity under this Agreement or any inspection of the
Project by the City under this Agreement. shall render the City liabie for its failure
to discover any defects or nonconformance with any governmental requirement.
e. No member, official, elected representative or employee of the City shalf be
personally liable to the Friends or any of their respective successors or assigns in
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EXHIBiT A
the event of any default or breach of this Agreement by the City or for any amount
which may become due to the Friends or any of their respective successors or
assigns under this Agreement.
15)All approvals by the City under th�s Agreement shall be solely in its proprietary capacity
and not in its governmental or regulatory capacity. Nothing contained in this Agreement
shall or is deemed to limit the City's inspection rights in its governmental or regulatory
capacity and, other than as expressly required herein, the City shall not be required by
this Agreement to give its consent to any matter arising in connection with the City's
governmental or regulatory capacity in the event of an uncured violation of the relevant
standards.
16)Strict Performance: Waiver. No failure by either Party to insist upon strict performance
of any covenant, agreement, term or condition of this Agreement or to exercise any right
o� remedy available to such Party by reason of the other Party's Default hereunder shall
prevent the Party from insisting upon such performance on another occasion.
17)Governin� Laws, Construction and Litis�ation. This Agreement shall be governed and
construed in accordance with the laws of the State of Florida, both substantive and
remedial, without regard to principles of conflict of laws. The Parties agree that Miami-
Dade Counry. Florida is the appropriate and exclusive state court venue, and that the U.S.
District Court, Southern Division of Florida is the appropriate and exclusive federal court
venue, in connection with any litigation with respect to this Agreement. The Pa�ties have
participated fully in the negotiation and preparation hereof and, accordingly, this
Agreement shall not be more strictly construed against either Party. In construing this
Agreement, captions and section headings shall be disregarded, and the use of any
gender shaN include every other and all genders. All of the exhibits referenced in this
Agreement are incorporated in, and made a part of, this Agreement. When used in this
Agreement, the words "hereof," "herein" and "hereunder," and words of similar import,
shall refer to this Agreement as a whole and not to any particular provision of this
Agreement. The words "include," "includes" and "including," and words of similar impo�t,
shall be deemed to be followed by the phrase "without limitation" whether or not so
followed. In the event of any litigation between the Pa�ties under this Agreement for a
breach thereof,the prevailing party shall be entitled to reasonable attorney's and paralegal
fees and court costs at all trial and appellate levels. BY ENTERING INTO THIS
AGREEMENT, THE PARTIES, EXPRESSLY WAIVE ANY RIGHTS EITHER MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT. The terms of this Section shall survive the
expiration or earlier termination of this Agreement.
18)Severability In the event any term or provision of this Agreement is determined by an
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given
its nearest legal meaning or construed as deleted as such authoriry determines, and the
remainder of this Agreement shall be construed to be in full force and effect.
19)Entire Aqreement This Agreement constitutes the entire agreement and understanding
among the Parties w�th respect to the subject rnatter hereof, and there are no other
agreements, representations or warranties other than as set forth herein. Neither Pa�ty
shall be bound by any agreement. condit�on, warranty nor representation other than as
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EXHIBIT A
expressly stated in this Agreement. This Agreement may not be changed, altered or
modified except by an instrument in writing signed by both Parties.
20)Binding Effect. This Agreement shall be binding upon and enforceable by and against
the PartiE::and/or their respective successors and assigns.
21)No Third Partv Beneficiaries. This Agreement is not intended to, and shall not be
construed to give, any third party (including, without limitation, any third-party
homeowner's association, condominium association, or neighborhood association in the
surrounding area, or any individual members thereo� any rights or interests whatsoever;
nor is it intended that any such other thi�d party shall be a third-party beneficiary of any
provisions hereof
22)Force Maieure. No party will be liable or responsible to the other party for any delay,
damage, loss, failure,or inability to perform caused by"Force Majeure"if notice is provided
to the other party within ten (10) days of the date on which such party gains actual
knowledge of the event of"Force Majeure"that such party is unable to perform. Any failure
by a party to promptly deliver (as appropriate under the circumstances)such notice of its
inability to perform because of Force Majeure shall be deemed a waiver of such party's
right to delay perfo�mance as a result of such Force Majeure. The term "Force Majeure"
as used in this Agreement means the following; an act of God, strike. war, public rioting,
lightning, fire, storm, flood, explosions, epidemics, pandemics, landslides, lightning
storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, and any
other cause whether of the kinds spec�cally enumerated above or otherwise which is not
reasonably within the control of the party whose performance is to be excused and which
by the exercise of due diligence could not be reasonably prevented or overcome (it being
acknowledged that under no circumstances shall a failure to pay amounts due and
payable hereunder be excusable due to a Force Majeure). Neither party hereto shall be
under any obligation to supply any service or services if and to the extent and during any
period that the supplying of any such service or services or the provision of any component
necessary therefore shall be prohibited or rationed by any Governmentaf Requirements.
23)Audit Riqhts. The Friends shall keep full and accurate accounting books and records
relat�ng to its po�tion of the Project as detailed in this Agreement, all in accordance with
generally accepted accounting principles. The Friends shall give the City such books and
records during reasonable business hours and upon reasonable advance notice.All books
and records shall be made available on-site at the Museum or electronically. The Friends
shall keep and preserve for at least five (5)years following each fiscal year, or for as long
as such records are required to be retained pursuant to Florida Public Records Law
(whichever is longer), all sales slips, rental agreements, purchase order, sales books,
credit card invoices, bank books or duplicate deposit slips, and other evidence of
expenses related to the Project paid by the Friends for such period. The City Manager
shatl have the right at any time, and from time to time, to cause independent auditors or
the City's own accountants or auditors to audit all of the books of the Friends relating to
expenses of the Project paid by the Friends. All such audit costs and expenses shall be
borne solely by the City
24)Pubtic Records Act. The Friends shall comply with Florida Pubtic Records law under
Chapter 119. Florida Statutes, as may be amended from time to time.
Page 11 of 18
DRAFT
881 of 3458
EXHIBIT A
IF THE FRIENDS HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS
DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREE��ENT, CONTAC� THE CUSTODIAN OF PUBLIC
RECORDS AT:
CITY OF MIAMI BEACN
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO�a?MIAMIBEACHFL.GQV
PHONE: 305-673-7411
25)Inspecto� General Audit Ris�hts. Pursuant to Section 2-256 of the Code, the City has
established the Office ot the Inspector General which may, on a random basis, perform
reviews, audits. inspections and investigations on all City contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other audit
performed by or on behalf of the City.
a. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts.
records, contracts and transactions. In addition, the Inspector General has the
power to subpoena witnesses, administer oaths, require the production of
witnesses and monitor City projects and programs. Monitoring of an existing City
project ar program may include a repo�t concerning whether the project is on time,
within budget and in conformance with the contract documents and applicable law.
The Inspector General shall have the power to audit, investigate, monilor, oversee,
inspect and review operations, activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposat)
submittals, activities of the Consultant its officers, agents and employees,
lobbyists. City staff and elected officials to ensure compliance with the Contract
Documents and to detect fraud and corruption. Pursuant to Section 2-378 of the
Code, the City is allocating a percentage of its overall annual contract expenditures
to fund the activities and operations of the Office of Inspector General.
b. Upon ten (10) days written notice to the Friends, the Frie�ds shall make all
requested records and documents available to the Inspector General for inspection
and copying. The Inspector Generaf is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect
and review operations activities, performance and procurement process including
but not lim�ted to project design, bid specifications, (bid/proposat) submittals,
activities of the Friends, its officers, agents and employees, lobbyists, City staff
and elected officials to ensure compliance with the contract documents and to
detect fraud and corruption.
Page 12 of 18
882 of 3458 DRAF T
EXHIBIT A
c The Friends shall have the right to inspect and copy all documents and �ecords in
the Friends' possession, custody or control which in the Inspector General's sole
judgment, pertain to the design and construction of the Project. including, but not
limited to, to the extent applicable, originat estimate files, change order estimate
files, wc�ksheets, proposals and agreements fr�,�� and with successful
subcontractors and suppliers, all project-related correspondence, memoranda,
instructions, financial documents, construction documents, (bid/proposal) and
cont�act documents, back-change documents, all documents and records which
involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends
received, payroll and personnel records and supporting documentation for the
aforesaid documents and records.
d. The Friends shall make available at its office at all reasonable times the records.
materials, and other evidence regarding the acquisition (bid preparation) and the
design and construction of the Project, for examination, audit, or reproduction, until
three (3) years after final payment under this Agreement or for any longer penod
required by statute or by other clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, the Sponsor shall
make available records relating to the work terminated until three (3)
years after any resulting final termination settlement; and
ii. The Sponsor shall make available records relating to appeals or to
litigation or the settlement of claims arising under or relating to this
contract until such appeals, litigation, or claims are finally resolved.
e. The provisions in this section shall apply to the Friends, its officers, agents,
employees, subcontractors and suppliers. The Friends shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
the Sponsor in connection with the design and construction of the Project.
f. Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities. The provisions of this section are neither intended
nor shall they be construed to impose any liability on the City by the Sponsor or
third parties.
26)The Friends Compliance With Anti-Human Trafficking laws The Friends agrees to
comply with Section 787.06, Florida Statutes, as may be amended from time to time. and
has executed the Anti-Human Tra�cking Affidavit, containing the certification of
compliance with anti-human trafficking laws, as required by Section 787.06(13). Florida
Statutes, a copy of which is attached hereto as Exhibit E.
27)Prohibition On Contractin� With A Business En�aging In A Boycott. The Friends
warrants and represents that it is not currently engaged �n, and will not engage in, a
boycott, as defined m SecUon 2-375 of the Code In accordance w�th Section 2-375.1(2)(a)
of the Code. the Friends hereby certifies that it is not currently engaged in, and for the
duration of the Agreement will not engage in. a boycott of Israel
28)Prohibition On Contracting With An Individual Or EntiN Which Nas Performed
Services For Compensation To A Candidate For City Elected Office The Friends
warrants and re�resents that. within two (2} years prior to the Effective Date, it has not
Page 13 of 18
883 of 3458 DRAF T
EXHI8IT A
received compensation for services performed for a candidate for City elected office, as
contemplated by the prohibitions and exceptions of Section 2-379 of the Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to
Section 2-379 of the City Code shall noi a�.nlv to the following�
(a) Any individual or entity that provides goods to a candidate for o�ce.
(b) Any individual or entity that provides services to a candidate for office if those
same services are regularly performed by the individual or entity in the ordinary
course of business for clients or customers other than candidates for office. This
inctudes, without limitation, banks, telephone or internet service providers, printing
companies, event venues, restaurants. caterers, transportation providers, and office
supply vendors.
(c) Any individual o�entity which performs licensed professional services (including
for example. legal or accounting services).
[Signature Page to Follow]
Page 14 of 18
884 of 3458 DHAF r
:
EXHIBIT A
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate offic�als, as of the date first entered above.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
�
— -____ _ ---
Rafael E. Granado. City Clerk Eric Carpenter, City Manager
Date:
FRIENDS OF THE BASS MUSEUM, INC.
BY: _------ -_ BY� ---___ ;
Print Name Print Name and Title
Date:
Page 15 of 18
885 Of 3458 DRAF T
�
EXHIBIT A
Exhibit A
Description of the Project
The planned visionary concept is to build an indoor and outdoor structure that opens its doors
and serves as a multi-use cultural space maker; a space ;o convene community in the form of a
gathering space, cafe, and non-traditional art exhibition space. This multi-purpose concept would
convert the small, unattractive, and underutilized parking lot adjacent to the Museum into a social
space. This space would serve as a cultu�al place maker in Collins Park and offer an alternative
to other public convening destinations like the Design District or Bayfront Park near the Perez Art
Museum Miami (PAMM). This flexible space would provide for year-round cultural programming.
Page 16 of 18
886 of 3458 DRAFT
�
EXHIBIT A
Exhibit B
Preliminary Project Budget
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Page 17 of 18
887 of 3458 D�tAF r
---- �
EXHIBIT A
Exhibit C
Required Clauses
[to be attachedJ
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Page 18 of 18
888 of 3458 �RAF T
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EXHIBIT A
Exhibit D
Form of Assignment
(to be attac�:�dJ
Page 19 of 18
889 of 3458 DRAF 7
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov
OFFICE OF CAPITAL IMPROVEMENT PROJECTS
Tel:305.673.7071 Fax:305.673.7073
LETTER OF TRANSMITTAL
TO: Eric Carpenter, P.E.
City Manager
VIA: David Martinez, P.E.
Assistant City Manager
FROM: David Gomez
CIP Director
DATE: Aprif 8, 2026
SUBJECT: Memorandum of Understanding (MOU) BASS Museum Expansion Project
We are submitting: Priority: Submitted for: Action Taken:
❑ Permit Application ❑ RUSH ❑ Review ❑ Reviewed
❑ Final Acceptance Letter � High Priority �Approval/Signature ❑ Approved
❑ Letter to Commission ❑ Low Priority ❑ Comment ❑ Returned for
❑ Agenda ltems ❑ For your use Corrections
� Other: ❑ As requested
❑ Returned due to revisions
Once ready, please contact Raquel Plasencia, Ext. 26424
Notes:
Please find attached, Executed and Form Approved Memorandum of Understanding
(MOU)for the BASS Museum Expansion Project, same being submitted for your review,
approvai and execution.
On December 17th the Mayor and City Commissioner of the City of Miami Beach adopted
Resolution No.:2025-33969, approving a Memorandum of Understanding (MOU) between
Friends of the Bass Museum and the City of Miami Beach regarding design `� �
responsibilities for the Bass Museum expansion project, authorizing the City Manager and
the City Clerk to execute the MOU.
We are committed to providing excellent public service ond safefy to all who live,work,and play in our vibrant, tropical,
historic community.
Plasencia, Raquel
From: Plasencia, Raquel
Sent: Tuesday, April 21, 2026 4:19 PM
To: Granado, Rafael
Cc: Plasencia, Raquel
Subject: Memorandum of Understanding (MOU) BASS Museum Expansion Project
Attachments: Cover Sheet - MOU BASS - Executed by CM submitted to City Clerk.pdf
Hi there,
I am going over and dropping in your box 2 copies of the MOU BASS Museum Expansion Project, same
has been executed by all parties and the CM. Your signature is required for completion. Not sure if I will
be able to go in to your office, I wanted to give you the heads-up that I will be taking over to you in just a
bit.
As always, thankyou!!
Have a blessed evening!
Raquel Plasencia, Office Associate
OFFICE of CAPITAL IMPROVEMENT PROJECTS
1700 Convention Center Drive,Miami Beach,FL 33139
Tel:305-673-7071 Ext 26424/Cell:786-442-0043
website'w.vw r a rihea;nfl�v
We are committed to providing exce/lent public service and safety to al/who live,wak and play in our vibrant,tropica/,historic commundy
1