2012-28027 Reso 2012-28027
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AN ALLOCATION, IN THE
AMOUNT OF $585,501, FROM FY 12/13 GENERAL FUND ACCOUNT NO.
011.0930; SAID ALLOCATION TO BE PROVIDED AND UTILIZED BY THE
FRIENDS OF THE BASS MUSEUM, INC., FOR THE PURPOSE OF
CONTINUING TO FUND AND PROVIDE CERTAIN OPERATING EXPENSES
AT THE BASS MUSEUM OF ART, THROUGH SEPTEMBER 30, 2013; AND
FURTHER AUTHORIZING THE CITY MANAGER TO EXECUTE A NEW
LETTER AGREEMENT WITH THE FRIENDS OF THE BASS MUSEUM, INC.
MEMORIALIZING THE PARTIES' RESPECTIVE OBLIGATIONS WITH
REGARD TO CERTAIN MANAGEMENT AND OPERATION
RESPONSIBILITIES OF THE BASS MUSEUM THROUGH SEPTEMBER 30,
2013.
WHEREAS, the Bass Museum (Museum) 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, whereby the City accepted the gift of the
art collection of John and Johanna Bass (the Bass Collection), in exchange for making
the Bass Collection open and available to the public in a building maintained by the City
(the 1963 Agreement and all subsequent amendments thereto is hereinafter referred to
as the "1963 Bass Agreement"); and
WHEREAS, the 1963 Bass Agreement, requires the City to maintain the Bass
Collection in perpetuity; provide for the exhibition of the Collection; keep it open and
available to the public; and provide basic funding for the maintenance and exhibition of
the Collection; and
WHEREAS, the City fulfills this obligation by funding the operational elements of
the Bass Museum and maintaining the building, which is a City asset; and
WHEREAS, the 1963 Bass Agreement further stipulates that the Bass Museum
shall be overseen by a Board of Trustees, who has the responsibility for Museum
policies and procedures, as well as day-to-day management through the staff it
employs; and
WHEREAS, a third entity exists to promote and further the mission of the Bass
Museum, the Friends of the Bass Museum, Inc., which is a 501(c)3 was established in
1978 as the membership and fundraising arm of the Museum; and
WHEREAS, since 2008, the Administration has been working closely with the
Bass Board of Trustees (Bass Board) and the Friends of Bass Museum, Inc.(Friends) to
streamline the current governance model, standardize employment practices, and
empower the Museum to fully realize its potential as the City's prominent art institution;
and
WHEREAS, during this time, the City approved Resolution Nos. 2009-27089 and
2009-27216, and corresponding Letter Agreements, whereby the City agreed to
appropriate and transfer budgeted operating funds for the Museum, in consideration of
the Friends' agreement to undertake certain management and operational responsibility
(on behalf of the City) for the Museum; and
WHEREAS, on March 10, 2010, the City Commission adopted Resolution No.
2010-27349 which approved 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 Agreement was intended to replace and
supersede the 1963 Bass Agreement; and
WHEREAS, the City and Friends have agreed to execute another Letter
Agreement for Fiscal Year (FY) 2012/13, whereby the Friends will to continue to provide
certain oversight and management responsibilities relative to the Bass Museum,
through FY 2012/13; the Letter Agreement is attached and incorporated as Exhibit "A"
hereto.
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 appropriate $585,501, from FY 2012/13 General Fund Account No.
011.0930; said appropriation to be provided to and utilized by the Friends of the Bass
Museum, Inc., for the purpose of continuing to provide certain services for the
management and operation of the Bass Museum of Art for Fiscal Year (FY) 2012/13;
and further authorizing the City Manager to execute a new Letter Agreement with the
Friends of the Bass Museum, Inc. memorializing the parties' respective obligations with
regard to the aforestated management and operation of the Bass Museum.
PASSED and ADOPTED this 27th day of September, 2012.
R
ATTESTED BY: PM 0
CITY CLERIC INCORP PRAT .
TAAGENDA\2012\9-27-12\Bass Museum Reso.doc. Cry
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City Attor Date
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution approving the allocation of$585,501 from FY 11/12 General Fund account 011.0930 to the Friends of
the Bass Museum for the purpose of funding operating expenses at the Museum through September 30,2013;and
further authorizing the City Manager to execute a Letter Agreement with the Friends of the Bass Museum in the
amount of$585,501.
Key Intended Outcome Supported:
Increase community rating of cultural activities.
Supporting Data (Surveys, Environmental Scan, etc.):
F thhe 2009 Community Satisfaction Survey shows that 73.3%of residents and 58.7%of businesses feel the City has
e"right amount"of cultural events available.The same survey shows that residents attend museums on average
85 times per year. However,29.3%of residents also feel the City has"too few"museums.
Issue:
Should the City Commission adopt the resolution?
Item Summa /Recommendation:
The Bass Museum was established from its inception as a strong public/private partnership through a contractual
agreement entered into 45 years ago when the City accepted the gift of the art collection of John and Johanna Bass.
This agreement stipulates that the City will maintain the collection in perpetuity,keep it open to the public,and provide
basic funding for the maintenance and exhibition of the collection. The agreement further stipulates that the Bass
Museum,as an operating entity,should be overseen by a Board of Trustees. In addition to the City and the Board of
Trustees,a third entity has existed to promote and further the mission of the Bass Museum of Art:The Friends of the
Bass Museum, Inc.
At the June 3, 2009, City Commission Meeting, Resolution No. 2009-27089 was approved, which authorized the
transfer of$137,000 to the Friends of the Bass Museum. Transferring the budget allocations for certain line items
began the process of transitioning much of the day-to-day administration and oversight of the Museum to the Friends
pending a larger re-vamp of the governing structure of the Museum.This concept was also discussed at the May 5,
2009 Finance and Citywide Projects Committee. The Finance Committee approved the transfer of those operating line
item balances and recommended that the Administration come back,as part of the City budget process,for any future
allocations. Accordingly, at the September 24, 2009 City Commission Meeting, Resolution No. 2009-27216 was
approved,authorizing the transfer of$512,000 to the Friends of the Bass Museum,to fund certain operating expenses
for Fiscal Year 2009-10. Similar transfers were approved in 2010(Resolution No.2010-27505; $536,495)and 2011
(Resolution No. 2011-27757, $623,391.)
On March 10,2010,the City Commission adopted Resolution No.2010-27349 amending the agreement between the
City and Dennis Richard. The City is now finalizing a separate management agreement with the Bass Museum, Inc.,
the new entity that will assume the day-to-day management and operation of the Museum on behalf of the City.
However,there are still some outstanding items that need to be finalized.Therefore, similar to the September 2011
action,the Administration is seeking authorization to allocate$585,501 to the Friends of the Bass for salary expenses
related to the Museum's Assistant Director, curatorial services, security guard, office associate IV and a building
supervisor, as well as other operating expenses. In an effort to ease the future privatization of the Bass Museum,
recently-vacated City positions have been filled as employees of the Bass Museum(non-profit entity). As previously
stated, the objective is to transition all Bass Museum positions to the Bass over time,which will allow for significant
savings to the City in salaries and benefits. In FY 10/11,another vacant position(Office Associate IV)was not filled by
the City and the Bass Museum has assumed the responsibility for this position. Of the eight (8) City funded Bass
Museum positions, three (3) are currently City employees. The remaining five (5) positions have been filled as
employees of the Friends of the Bass Museum and the City has transferred the funding for these positions to the Bass
Museum.
Advisory Board Recommendation:
The Finance and Citywide Projects Committee endorsed this concept at the May 5,2009 meeting.
Financial Information:
Source of Amount Account Approved
Funds: 1 $585,501 FY 2012/13 General Fund
i 011.0930
1
OBPI Total $585,501
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
Max Sklar, ext. 6116
Sign-Offs:
Department Director Ass' it a er Ci Mana er
MAS MAS KGB
— AGENDA ITEM IR`7 L
� DATA f
NAIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City C mmission
FROM: Kathie G. Brooks, Interim City Manager
lb le
DATE: September 27, 2012
SUBJECT A RESOLUTION OF THE MAYOR AND THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AN ALLOCATION, IN THE AMOUNT OF
$58595019 FROM FY 12/13 GENERAL FUND ACCOUNT NO. 011.0930; SAID
ALLOCATION TO BE PROVIDED AND UTILIZED BY THE FRIENDS OF THE BASS
MUSEUM, INC., FOR THE PURPOSE OF CONTINUING TO FUND AND PROVIDE
CERTAIN OPERATING EXPENSES AT THE BASS MUSEUM OF ART, THROUGH
SEPTEMBER 30, 2013; AND FURTHER AUTHORIZING THE CITY MANAGER TO
EXECUTE A NEW LETTER AGREEMENT WITH THE FRIENDS OF THE BASS
MUSEUM, INC. MEMORIALIZING THE PARTIES' RESPECTIVE OBLIGATIONS WITH
REGARD TO CERTAIN MANAGEMENT AND OPERATION RESPONSIBILITIES OF
THE BASS MUSEUM THROUGH SEPTEMBER 30, 2013.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
FUNDING
Funding is available in the FY 12/13 General Fund, Bass Museum of Art Budget.
BACKGROUND
The Bass Museum was established from its inception as a strong public/private partnership through a
contractual agreement entered into 49 years ago when the City accepted the gift of the art collection of
John and Johanna Bass. This agreement stipulates that the City will "maintain the collection in
perpetuity...provide for the exhibition of the collection, keep it open and available to the public," and
provide basic funding for the maintenance and exhibition of the collection. The City fulfills this obligation
by funding the operational elements of the Museum, and maintaining the building,which is a City asset.
The agreement further stipulated that the Bass Museum,as an operating entity,should be overseen by a
Board of Trustees with responsibility for Museum policies and procedures, as well as day-to-day
management through the staff it employed.The Museum's Executive Director/Chief Curator,for example,
is a City employee with full benefits, but is hired by, and answers to, the Board of Trustees.
In addition to the City and the Board of Trustees, a third entity has existed to promote and further the
mission of the Bass Museum of Art: The Friends of the Bass Museum, Inc. This private and separate
501(c)3 organization was established in 1978 as the membership and fundraising arm of the Museum.
The President of the Friends chairs the Board of Trustees. The Friends' Board of Directors served as
advisory to the Trustees, advocated and raised funds for the Museum, and sponsored Museum
programs,which included all special exhibitions and educational programs. The Museum's membership,
education, development and marketing efforts were realized by employees of the Friends of the Bass
Museum. Thus the current Museum staff consists of City employees (both classified and unclassified)
and Friends employees, with substantial differences in benefits and pay scales.
Bass Museum of Art
FY 2012113 Budget Allocation
September 27, 2012
Page 2 of 3
ANALYSIS
To remedy this situation, the Administration began working with the Museum's staff and Boards to
streamline the current governance model and to standardize employment practices. The need for a
modification of the Museum's governance structure was also identified through a Strategic Planning
Process and Peer Review. While the City remains fully committed to the Bass Museum and its success,
both the Administration and the Museum felt that the City can continue to fulfill its contractual obligations
without having actual City employees working at the Museum, while funding for the Museum may be
better allocated if the Museum is able to function independent of certain City processes and contracts. To
this end, two recently-vacated City positions at the Bass,the Assistant Director and Curator, have been
filled as employees of the Friends. The objective is to transition all Bass Museum positions to the Friends
of the Bass over time,which will allow for significant savings to the City in salaries and benefits(especially
pension). Additional savings in certain operational line items have also been identified.
At the June 3, 2009, City Commission Meeting, Resolution No. 2009-27089 was approved, which
authorized the transfer of$137,000 to the Friends of the Bass Museum. In addition to providing them with
direct oversight and management of these operational issues, this also allows the Friends to pursue
potential savings by using non-City contracts for services such as carpet cleaning or for the purchase of
office supplies, for example. This action also began the process of transitioning much of the day-to-day
administration and oversight to the Friends. This is an important step in moving towards increased
simplification of the Museum's governance structure,which has been considered essential for the future
well-being of the institution and was included in the Museum's own five-year strategic plan,completed in
March 2007.
This concept was also discussed at the May 5, 2009 Finance and Citywide Projects Committee.
The Finance Committee approved the transfer of those operating line item balances and
recommended that the Administration come back, as part of the City budget process,for any future
allocations.Accordingly,at the September 24,2009 City Commission Meeting, Resolution No.2009-
27216 was approved, authorizing the transfer of$512,000 to the Friends of the Bass Museum, to
fund certain operating expenses for Fiscal Year 2009-10. Similarly, at the September 20, 2010
Commission meeting, Resolution No. 2010-27505 was approved, allocating $536,495, and on
September 27, 2011, Resolution No. 2011-27757 was approved, allocating $623,391.
Concurrent with the above, in August 2009, the Administration, the testamentary representative of
the Bass Family, and representatives of the Friends, commenced discussions to begin the process
of developing a new governance model for the Museum,which includes an overhaul of the existing
by-laws of the Friends, culminating in reconstituting that 501(C)3 nonprofit organization as the Bass
Museum of Art, Inc. (which entity will replace the Friends as the new governing entity for the
Museum).
Additionally,on March 10,2010,the City Commission adopted Resolution No.2010-27349 amending the
agreement between the City and Dennis Alan Richard (as Successor in Interest to John and Johanna
Bass). This new Agreement,among other things, replaced both the existing Bass Board of Trustees
and the Friends of the Bass Museum, Inc.,with the Bass Museum of Art, Inc., a 501(c)3, composed
of actual stakeholders (as opposed to the then current Board of Trustees, who maintained their
seats by virtue of their contractually designated positions under the 1963 Agreement). The City
Manager retained membership on the new governing board,with voting power equivalent to 20%of
the membership of the Board, comparable to the City Manager's representation on the previous
Board of Trustees. The day-to-day responsibility to ensure the City's contractual obligations to
maintain the Collection would be handled by this new governing body through a separate
management agreement with the City.
The City is in the process of developing a separate management agreement with the Bass Museum,
Bass Museum of Art
FY 2012113 Budget Allocation
September 27, 2012
Page 3 of 3
Inc. However,there are still some outstanding items that need to be negotiated. Therefore, similar
to the September 2009, 2010 and 2011 actions, the Administration is seeking authorization to allocate
$585,501 to the Friends of the Bass for salary expenses related to the Museum's Assistant Director,
curatorial services, security guard, Office Associate IV and a building supervisor. In an effort to ease the
future privatization of the Bass Museum, recently-vacated City positions have been filled as employees of
the Bass Museum(non-profit entity). As previously stated,the objective is to transition all Bass Museum
positions to the Bass over time,which will allow for significant savings to the City in salaries and benefits.
In FY 10/11,another vacant position(Office Associate IV)was not filled by the City and the Bass Museum
has assumed the responsibility for this position. Of the eight (8) City funded Bass Museum positions,
three(3)are currently City employees. The remaining five(5)positions have been filled as employees of
the Friends of the Bass Museum, and the City has transferred the funding for these positions to the Bass
Museum.
Additionally, the Administration recommends transferring funds for operating expenses as approved in
2010. The allocation is broken out as follows:
• Salaries: $239,274
• Professional Services: $ 93,343
• Electricity: $ 1,500
• Telephone: $108,000
• Sanitation: $ 900
• Rent/Building/Equipment (art storage): $113,184
• Contract Maintenance: $ 8,800
• Office Supplies: $ 7,000
• Repairs and Maintenance: $ 1,000
• Other Operating Expenses: $ 10,000
• Dues: $ 2,500
TOTAL $585,501
Similar to the previous allocation, the Administration also recommends entering into a letter agreement
with the Friends delineating the responsibilities the Friends would be required to meet in exchange for the
funding.These obligations would be very similar to functions currently carried out jointly between the City
and Friends.
CONCLUSION
The Administration recommends approving the transfer of currently-budgeted operating funds from the
City to Friends of the Bass Museum, Inc.
KGB/MAS/gf
TAAGENDA\2012\9-27-12\Bass Budget Memo.doc
OD MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
OFFICE OF THE CITY MANAGER
Tel:305.673.7010,Fax:305.673.7782
September 27, 2012
George Lindemann, President
Friends of the Bass Museum, Inc., and
The Bass Museum of Art, Chairperson
2121 Park Avenue
Miami Beach, Florida 33139
Re: Interim Agreement between the City of Miami Beach, Florida (City) and the
Friends of the Bass Museum, Inc. (Friends) for the Continued Management
and Operation of the Bass Museum of Art from October 1, 2012 to
September 30, 2013
Dear Mr. Lindemann:
The foregoing Letter Agreement shall confirm the understanding between the City and
the Friends, with regard to the Friends' continuing to provide certain management and
operational responsibilities at the Bass Museum of Art, located at 2121 Park Avenue,
Miami Beach, Florida (hereinafter the Bass Museum or the Museum), for a term
commencing on October 1, 2012 (Commencement Date), and terminating on
September 30, 2013 (the Term).
Throughout the Term, the Friends agree to provide the following services in support of
the ongoing management and operation of the Bass Museum (hereinafter, such
services are collectively referred to as the Services):
Administer, operate, and maintain the John and Johanna Bass Collection (the
Collection), as contemplated pursuant to the terms and conditions of that certain
agreement between the City and John and Johanna Bass, dated July 8, 1963, as
amended and restated on March 10, 2010, and approval pursuant to the July 8,
1963 agreement between the City and John and Johanna Bass, and the March
10, 2010 amended and restated agreement between the City and Dennis Alan
Richard (as Successor in Interest to John and Johanna Bass, as well as any
amendments thereto, is hereinafter referred to as the Bass Agreement)..
• Develop and implement exhibitions, programs, and activities which support and
promote the goals and priorities agreed upon by the City and the Friends
(including, without limitation, those which are consistent with and continue to
further the purposes set forth in the Bass Agreement).
• Provide certain day-to-day administrative services in support of the Collection, as
well as any and all other art work(s) in the Museum, and the aforestated
activities, to ensure that the Museum continues to be operated, managed, and
maintained in a first-class manner, consistent with similar world-class public
museums of comparable size and budget to the Bass Museum and including,
without limitation, acquisition of services, equipment, and supplies; day-to-day
housekeeping and maintenance; record-keeping; collections and billings; and
similar services.
The Friends represents to City that, prior to the commencement of the Term, its
authorized representatives have inspected the Bass Museum building; accordingly, the
Friends hereby accept the facility 'AS IS, WHERE IS, AND WITH ALL FAULTS"
existing as of the Commencement Date.
In the event that any claim or controversy arises with respect to the Agreement, the
Friends and the City hereby knowingly and voluntarily waive their rights to assert any
argument or defense alleging inadequate or insufficient consideration.
Attached as Exhibit "A" hereto is the Museum's Operating Budget for the Term (the
Operating Budget or Budget), which the City and Friends have mutually reviewed and
approved. The City and Friends hereby agree and acknowledge that said Budget is
adequate for the provision of the Services. The Friends shall not exceed the Operating
Budget, which has been established at $ 585,501.
The Friends shall use best efforts to undertake, deliver and perform the Services, in
accordance with, and in the amount provided by, the Operating Budget. The Friends
agree to notify the City Manager within ten (10) days of any significant change or
variance in the bottom line numbers in the Operating Budget, and any material increase
in any identified cost(s) and/or expense(s) from that/those provided for in the Operating
Budget. Notwithstanding the preceding, or anything contained in this Agreement, the
Friends shall not exceed, commit, or contract to expend any sum in excess of the
aggregate amount allowed in the Operating Budget without first obtaining the prior
written consent of the City Manager, which consent, if granted at all, shall be in the
Manager's sole and reasonable judgment and discretion.
The Friends shall pay all items of expense related to the Services (and subject to the
amount indicated in the approved Operating Budget) from JP Morgan (General Operating
Account) #849186630. In addition to payment of any operating expenses related to the
provision of the Services, any and all revenues generated by the Friends' (pursuant to
the duties set forth herein) shall also be deposited into this account. Deposits and/or
withdrawals must prepared by the Assistant Director and confirmed by the Executive
Director. All checks exceeding five thousand dollars ($5,000) require two signatures.
Authorized signatories on the account are as follows:
• Executive Director;
• President of the Board;
2
• Vice-President of the Board;
• Secretary of the Board.
The Friends agree to keep and maintain an office in the Museum devoted exclusively to
its performance/provision of the Services. The Friends shall keep and maintain all
records related to, and in support of, the Services at such office. Any financial records
shall be maintained in accordance with generally accepted accounting principles. The
City Manager or his authorized designees shall have the right, at any time during the
Term, to audit and inspect any and all Friends' records, upon reasonable written or
verbal notice to the Friends, and during the Museum's normal hours of operation.
The City and the Friends shall each appoint a contract administrator who shall monitor
the parties' compliance with the terms of this Agreement and, in the case of the Friends,
who shall serve as the point person for the City with regard to the Services. Unless
otherwise notified, the contract administrators for each party are as follows:
For the City:
Gary Farmer, Cultural Affairs Program Manager
Tourism and Cultural Development Department
City of Miami Beach
1755 Meridian Avenue
Miami Beach, Florida 33139
305-673-7577
For the Friends:
Silvia Karman Cubina
Executive Director/Chief Curator
Friends of the Bass Museum
2121 Park Avenue
Miami Beach, Florida 33139
305-673-7530
The Friends agree to defend, indemnify and hold harmless the City, and its officials,
directors, officers, employees, agents, contractors, servants, successors and assigns
against any claims, causes of actions, costs, expenses, (including reasonable attorney's
fees) liabilities, or damages arising out of or in connection with any negligent act or
omission, or intentional misconduct on the part of the Friends or any of its officials,
directors, officers, employees, agents, contractors, servants, successors and assigns, in
the performance of its obligations under this Agreement and/or from the Services.
Additionally, and notwithstanding the indemnification/hold harmless obligations in the
preceding paragraph, or any other term or condition of this Agreement, the Friends shall
defend, indemnify and hold harmless the City, its officials, directors, officers,
employees, agents, contractors, servants, successors and assigns, against any claims,
causes of actions, costs, expenses (including reasonable attorney's fees), liabilities, or
damages arising out of or in connection with any claim, controversy or cause of action
brought against the City of Miami Beach (and including its officers, employees, agents,
and contractors) alleging any breach by the City of the Bass Agreement as a result of
3
the execution of this letter agreement between the City and Friends.
The indemnification and hold harmless requirements in the two preceding paragraphs
shall survive the termination or expiration of this Agreement.
Notwithstanding this indemnification, and as a further condition, the Friends shall, at its
sole cost and expense, maintain in full force and effect throughout the Term of the
Agreement following insurance:
Commercial General Liability Insurance, on an occurrence form, in the amount of
Two Million ($2,000,000) Dollars, per occurrence, for bodily injury, death,
property damage, and personal injury. This policy must name the City of Miami
Beach, Florida, as additional insured.
Workers' Compensation and Employers' Liability coverage, in accordance with
Florida statutory requirements.
All-Risks property and casualty insurance, written at a minimum of 80% of
replacement cost value and with replacement cost endorsement, covering all of
Friends' personal property in the Museum and all improvements installed in the
Museum by or on behalf of the Friends.
The Friends shall provide proof of the aforestated coverages to the City Manager, within
thirty (30) days of execution of this Letter Agreement. It is understood and agreed that
any coverage provided by the Friends is primary to any insurance or self-insurance
program the City has for the Museum, and that there shall be no right of recovery or
subrogation against the City. All policies must be issued by companies authorized to do
business in the State of Florida and assigned a rating of B+VI or better, per Best's Key
Rating Guide, latest edition.
This Letter Agreement may be terminated by the City Manager, for cause, in the event
of a breach by the Friends' of any term(s) and/or condition(s) set forth herein and the
Friends' failure to satisfactorily cure same within seven (7) days of written notice of such
breach by the City Manager or his designee; or by either party, for convenience (and
without cause), upon fifteen (15) days prior written notice to the other party.
All written notices and communications required or permitted hereunder may be
delivered personally to the representatives of the Friends and the City listed below or
may be mailed by registered mail, postage prepaid (or airmailed if addressed to an
address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
4
TO FRIENDS: Friends of the Bass Museum, Inc.
Attn: George Lindemann
President
2121 Park Avenue
Miami Beach, Florida 33139
(305) 673-7530
TO CITY: City of Miami Beach
Attn: Max Sklar
Cultural Arts & Tourism Dev. Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7000, Ext. 6116
Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an
address in the city of dispatch, on the day following the date mailed; and if mailed to an
address outside the city of dispatch on the seventh day following the date mailed.
This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement
shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court,
Southern District of Florida, if in federal court. BY ENTERING INTO THIS
AGREEMENT, CITY AND FRIENDS EXPRESSLY WAIVE ANY RIGHTS EITHER
PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO,
OR ARISING OUT OF, THIS AGREEMENT.
The Friends hereby represents, warrants and covenants to the City:
(i) that it has the full legal right, power and authority to enter into this
Agreement and to grant the rights and perform the obligations herein, and
that no third party consent or approval is required to grant such rights or
perform such obligations hereunder;
(ii) that this Agreement has been duly executed and delivered by the
President of the Friends, and attested to by the Secretary, and constitutes
a valid and binding obligation of the Friends, enforceable in accordance
with its terms; and
(iii) that the Friends will comply with all laws applicable to its management of
the Museum, as set forth in this Agreement; provided that the Friends will
not be required to undertake any compliance activity, or have any liability
under this Agreement, if such activity requires any capital expenditure
beyond the approved Operating Budget.
5
Neither party may assign this Agreement.
Neither this Agreement, nor any of its terms, may be changed, modified, waived, or
terminated except by an instrument in writing, signed by an authorized representative,
which shall be the City Manager (on behalf of the City), and the President of the Friends
(on behalf of the Friends).
The City and Friends acknowledge and agree that they are not joint venturers, partners,
or joint owners with respect of the Bass Museum and/or with respect to this Agreement
and/or the Services. Nothing contained in this Agreement shall be construed as creating
a partnership, joint venture or similar relationship between the City and the Friends.
Any employees at the Bass Museum who are City of Miami Beach employees shall
continue to remain City employees throughout the Term (unless otherwise terminated
by the City), and shall remain under the supervision, direction and control of the City.
Additionally, for purposes of this Agreement (or otherwise) no officer, director,
employee, agent, or contractor of the Friends shall be deemed to be an agent or
employee of the City, and shall not attain any rights or benefits under the Civil Service
or Pension Ordinance of the City, or any right generally afforded Classified or
Unclassified employees' or be deemed entitled to Florida Worker's Compensation
benefits as an employee of the City, or accumulation of sick or annual leave.
(THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK)
6
CITY OF MIAMI BEACH, FLORIDA
Kathie G. Brooks, Interim City Manager
Date
Attest: FRIENDS OF THE BASS MUSEUM, INC.
Secretary George Lindemann, President
Date
T:\AGENDA\2012\9-27-12\Bass Letter Agreement_sept 2012.doc
7
BASS MUSEUM FY 2012/13 BUDGET
13 Budget CMB-Proj FOB-Proj TOTAL
111 Salaries $ 490,913 $ 251,639 $ 239,274 $ 490,913
135 OT $ - $ - $ -
153 Allowances $ 5,408 $ 5,408 $ - $ 5,408
154 Uniforms $ - $ - $ -
159 Pension $ 8,394 $ 8,394 $ - $ 8,394
160 401 $ - $ -
161 Retirement $ 104,285 $ 104,285 $ - $ 104,285
162 Health $ 14,386 $ 14,386 $ - $ 14,386
163 Work Comp $ 409 $ 409 $ - $ 409
165 SS $ 3,649 $ 5,178 $ - $ 5,178
166 F I CA $ - $ 400 $ - $ 400
Sub Total $ 627,444 $ 390,099 $ 239,274 $ 629,373
311 Temp Labor $ - $ - $ -
312 Pros Svcs $ 93,343 $ 93,343 $ 93,343
314 Elec $ 108,000 $ 108,000 $ 108,000
316 Tele $ 1,500 $ 1,500 $ 1,500
319 Sanitation $ 900 $ 900 $ 900
323 RBE $ 113,184 $ 113,184 $ 113,184
325 Cont. Maint $ 8,800 $ 8,800 $ 8,800
327 Ads $ - $ -
341 Office Supp $ 7,000 $ 7,000 $ 7,000
342 Repair/Maint $ 1,000 $ 1,000 $ 1,000
343 Other Ops $ 10,000 $ 10,000 $ 10,000
361 Dues $ 2,500 $ 2,500 $ 2,500
363 Travel $ - $ - $ -
367 Training $ - $ - $ -
Sub Total $ 346,227 $ - 1 $ 346,2271 $ 346,227-
501 Cent Svcs $ 21,141 $ 21,141 $ - $ 21,141
502 Prop Mgmt $ 93,290 $ 93,290 $ 93,290
503 Fleet $ 5,508 $ 5,508 $ - $ 5,508
504 Comm $ 75,443 $ 75,443 $ - $ 75,443
505 Self Ins $ 117,925 $ 117,925 $ - $ 117,925
506 Comp $ 81,819 $ 81,819 $ - $ 81,819
512 Prop/Elec $ 11,816 $ 11,816 $ - $ 11,816
Sub Total $ 406,942 $ 406,942 $ - $ 406,942
TOTAL $ 1,380,613 $ 797,041 $ 585,501 $ 1,382,542