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Amended & Restated Bass Museum Agreementt ~ • ~ 0 . This Amended and Restated Bass Museum Agreement is entered into this 3 ~ S day of ll'I,~/ZC'~ , 2010, by and between the City of Miami Beach, a Florida municipal corporation (hereinafter "City"), and Dennis Alan Richard as the successor to "Bass," defined ~ I . . ' below {hereinafter `Dennnis Richard ~. WITNE5SETH: RECITALS WHEREAS, on~~ the 8~ day of July, 1963 {the Effective Date), an agreement was made ~, between John and Johanna Bass of the City of New York, State. of New York (Bass) and the City, whereby Bass donated and the City accepted a substantial and valuable art collection, known as the "JOHN AND JOHfANNA BASS COLLECTION," for the use and enjoyment of the citizens and visitors of the City, conditioned, amongst others, upon the agreement on the part of the City that the collection shall be made open and available to the public; maintained in the building previously utilized by the City as a library, modified structurally; that the collection be known in perpetuity as the JOHN AND JOFIANNA BASS COLLECTION, and maintained and administered by aself-perpetuating -board of trustees; and the building named "THE BASS MUSEUM OF ART" ("Agreement"); and WHEREAS,. the JOHN AND JOHANNA BASS COLLECTION was augmented after the Effective Date of the Agreement with additional donations made by John and/or Johanna Bass and accepted by the City which, together with the onginal donation became part of the JOHN AND JOHfANNA BASS COLLECTION; and WHEREAS, the City has funded the maintenance and operation of THE BASS MUSEUM OF ART and the JOHN AND JOHANNA BASS COLLECTION since 1963 in EXHIBIT' "A" ~ • ~ ~ 1 accordance with its ions under the Agreement; and WHEREAS, all of the right, title and interest of Bass under the Agreement was duly assigned and .transferred to Melvin J. Richard on or about June 21, 1979; and thereafter, duly .assigned and transferred to Dennis Richard on or about February 12, 2001; and WHEREAS, the Agreement was amended by Melvia J. Richard and the City in June of 1979; in June of 1988; and again in September of 1990; and WHEREAS, Dennis Richard and the City have determined that it would be in the parties' ..• best interest, and in the best interest of the public, to amend and restate the Agreement as set forth in this Amended and Restated Bass Museum Agreement. NOW, THEREFORE, Dennis Richard and the City hereby agree. as follows: 1. The afore~oin~ Recitals are true. . 2. The City agrees to .continue to fund the administration, operation, and maintenance of the JOHN AND JOHANNA BASS, COLLECTION, in perpetuity and as a whole, in compliance with the American Association of Museums ("~?-AM") Standards for Collections Stewardship and the .placement of such portions of the JOHN AND JO~[ANNA BASS COLLECTION (as the Board. may determine) on exhibit for the use and enjoyment of the public under the terms and conditions hereinafter specified. City agrees to maintain the JOHN AND JOHANNA BASS COLLECTION in the building formerly utilized by the City as a municipal library, as such building has- been and may be. modified or .expanded from time to time, which building is ~Iocated on a site which is generally bounded as follows: By 21~ Street on the South; 22~ Street on the North; Paxk Avenue on the ~'oVest; and Collins Avenue on the East. Said building shall continue to be named the "THE BASS MUSEUM OF ART." In the event that said building becomes unavailable because of damage, destruction, act of God, or compelling public necessity, the City agrees to make available other facilities, equal and 2 . .. ,, comparable to said building, in which .the JOHN AND JO~[~~NNA BASS COLLECTION shall be housed and mai-ntained under the same terms and conditions. 3. The City, agrees to maintain the said building so that it is suitable and utilizable as an art museum in- accordance with A.A1Vi Standards for Facilities Risk Management and Collections Stewardship, and to provide and maintain: a. Adequate and proper lighting for the purposes intended; b. Adequate provisions for office space, storage, receiving and repair space; c. Adequate and appropriate facilities and appurtenances for the hanging and display of art; and d. Suitable signs identifying the building name as "THE BASS 1VIUSEUM OF ART," placed on ,Collins Avenue, 2181 Street, 22"~ Street, .and Park Avenue, Miami Beach, and above the main entrance to the Museum; The City may delegate or contract out these obligations. 4. The JOHN AND JOH[~-NNA BASS COLLECTION shall be governed, administered, operated, and maintained, in compliance with AAM Cntidelines, by The Friends of the Bass Museum, Inc., an independent 501(c)(3) non-profit corporation (the Friends), or by an immediately proceeding successor 501{c}{3) entity to the Friends, which may be renamed 1'HE BASS MUSEUM OF Directors of the Friend "Board"}, which shall a. planning activities as direction; to define success of the Museum' ART, INC., through its Board of Directors {hereinafter the Board of or the .immediately proceeding successor entity shall be referred to as the responsible for the following: [fission .and Strategic Planning -The Board shall engage in ongoing necessary to determine the mission of the Museum and its strategic goals and objectives related to the mission; and to evaluate the s services toward achieving the mission. 3 , ` e b. budget and regularly c. process through ~ d. approve job deserip Executive Director. Fiscal Respons~~ility. -The Board shall- annually approve the Museum's Bess the Museum's financial performance inrelation to the budget. Fundraising -The Board shall actively participate in the fundraising ors' financial support and active seeking of the support of others. )versight of Executive Director -The Board shall hire, fire, define and ~, set the compensation for, and annually evaluate the. performance of the ~e Executive Director shall either be an employee of the Friends (or its g successor entity) or an independent contractor, but in no event shall the Executive Director (or zany other employee, agent or contractor of the Board) be considered to be an employee of the City. The Board shall be solely responsible for the Director's supervision and daily direction and control and for setting and paying his or her compensation (and federal income tax withholding) and any employee benefits. / e. Legal and Other Compliance -The Board shall ensure .that an internal review of the Museum's compliance with known existing .legal, regulatory, and financial reporting requirements is conducted annually and that a s~unmary of the results of the review is provided to the entire Board. immediately proceedir f. Bylaws -- the Board shall enact bylaws, and amendments thereto, . provided that nothing therein shall be inconsistent with this agreement. 5. The City Manager shall be a voting member of the Board, with voting power equivalent to 20% of the total members of the Board. For example, if the Board .consists of five (5) members, the City Manager's vote shall be equivalent to one (1) vote; if the Board consists of . twenty (20) members, the City Manager's vote shall be equivalent to four {4) votes; and so on. .The City Manager shall also be a voting member of the Executive Committee (as said Committee may from time to time be appointed by the Boazd, pursuant to the Friends' bylaws), 4 ~ 1 • ~ O with voting power equivalent to twenty percent (20%) of the Committee. 6. The JOHN AND JOHANNA BASS COLLECTION shall be administered, operated, and maintained, in perpetuity, and displayed and open to the public in accordance with a reasonable time schedule established by the Board; and shall not be disposed of in, whole or In part by sale, gift, exchange, or otherwise, except as decided by the Board, in accordance with its bylaws and AAM guidelines. In the event any works in the said COLLECTION are disposed of, the proceeds thereof shall be used exclusively for the purchase of other works of art, which shall become part of the JOHN AND JOHANNA BASS COLLECTION and shall be subject to the same terms and provisions of the original COLLECTION. All accession and deaccession of objects of art in the said COLLECTION shall be in accordance with standard museum practices and AAM guidelines. 7. Any controversies or claims arising out of, or relating to this Agreement, or the breach thereof, shall.. be settled by arbitration in accordance with the ntl.es of the American Arbitration Association and judgment upon the award rendered by the arbitrators maybe entered in aay Court having jurisdiction. 8. THIS AGREEMENT shall be binding upon the heirs, personal representatives, administrators, assigns and successors of the parties hereto. [REM;AINDER OF PAGE LEFT INTENTIONALLY BLANK]. 5 f T' IN WTPNESS WI~REOF,1 the date first above i tten. S / r I~A'~b ~ ~ Z PRINT NAML ~.~I~(.t.~. K D WETNESS TUD LTt~! I~PJ{~ C.PcSLb.~ PRINT NAME ATTEST: CITY CLERK STATE OF FLORIDA (iVUN'1'Y Vr~ MIAMI-l3AlJL Iie parties have set their hands and seals at the place and on D ALAN RICHARD ~. CITY OF MIAMI BEACH, a Municipal co ration, By: oR By: C MANAGER C~- (~~ SS. I HEREBY CERTIFY that on this day personally appeared before me, an officer duly . authorized to administer oaths and take acknowledgments, DENNIS ALAN RICh[ARD, to me well known to be the person described in and who executed the foregoing instrument and acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed. SS my hand and official seal at the County and State aforesaid,' this s~'~' 'day . of , 2010. ~~~~ ~" N TARY PUBLIC State of Flo a ~ ~ ~ + ~~ I~IROVED AS TO r ~ x~~RES;Maye~~to My Commission Expires: FORM & LANGUAGE ~~:~ ~ e~a~nr„~;r~, & FOR EXE cu~oN 6 ,~ ~~• ~o me;y~`1\~ i ~ 9 A B REPLAC BASS, , AND Ol OPERA CITY AND NEW AGE MUSEUM, WILL FOR AND 2) T MUSEUM THE INTE ACCOMPL 201 fl-27349 RESOLUTION NO _ ,,,~, JTION APPROI/ING AN AMENDED AND RESTATED A©REEMENT THE CITY AND DENNIS ALAN RICHARD (AS SUCCESSOR IN TO JOHN AND . JOHANNA BASS), WHICH NEW AGREEMENT ~ AND SUPERCEDES THE ~ 1983 AGREEMENT {AND ALL ;LAYS THERETO) BETWEEN THE CITY AND JOHN AND JOHANNA D HEREINAFTER SETS FORTH THE PARTIES' RESPECTIVE RIGHTS CATIONS WITH RESPECT TO THE CONTINUED ADMINISTRATION, ~N AND MAINTENANCE OF THE JOHN AND JOHANNA BASS ON AT THE BASS MUSEUM OF ART; PROVIDED FURTHER THAT THE MR. RICHARD SHALL NOT EXECUTE AND EFFECTUATE. THE SAID ,EEMENT UNTIL SUCH TIME AS 1) THE FRIENDS OF THE BASS INC. APPROVES tTS NEW BY-LAWS, WHICH BY-LAWS, IN .PART, ~IALLY RENAME THE FRIENDS TO THE BASS MUSEUM OF ART, iNC.; ~IE TRANSITION FROM THE FRIENDS (AND THE CURRENT BASS 30ARD OF DIRECTORS) TO THE BASS MUSEUM OF ART, INC., AS LADED NEW GOVERNING ENTITY OF THE BASS MUSEUM, IS 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 polices and procedures, as well as day-today management through the staff it employs; and WHEREAS, a third ertitity exists to promo#e 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, the President of the Friends chairs the Board of Trustees and is a member of the Friends' board of directors who advocate and raise funds for the Museum, and sponsor Museum programs (which include all special exhibitions and educational programs); and WHEREAS, the Administration has been working closely with representatives of the Board of Trustees and the Friends to stnaamline the Museum's .current governance model, standardize employm®nt practices, and empower the Museum to fully realize its potential as the City's preeminent art institution; .and WHEREAS, at the June 3, 2009, City Commission Meeting, Resolution No. 2009-27089 was approved, whici authorised the transfer of $137,000 in budgeted, appropriated funds for 9 a the Bass Museum, oversight and man Friends to pursue p WHEREAS, administration and ~ WHEREAS, 27296 was approve fund certain operatic WHEREAS, ' commenced discu. governance model. Friends, culminating Art, Inc,; and the Friends of the Bass Museum, which provided the Friends with direct srnent of the operational issues funded by this allocation, allowing the ~nfial savings by, using non-City contract for certain services. transfer also began the process of transitioning some of the day-today sight of operational issues to the Friends; and .the September 24, 2009 City Commission Meeting, Resolution No. 2009- authorizing the transfer of $512,000 to ~e Friends of the Bass Museum to expenses for >+iscal Year 2009-10; and . the Administration and representatives of the Friends of the Museum pions in August of 2009 to begin the process of. developing a new ~r the Museum, which includes an overhaul of the existing by-laws of the in the renaming of Friends of the Bass Museum, to the Bass. Museum of WHEREAS, the Administration has also been working with Dennis Alan Richard, who is the testamentary representa~ve of the Bass Family {and therefore successor in interest to Jahn and Johanna Bass under the 1963 Bass Agreement} to draft a new agreement, essentially updating and clarifying the terms and conditions of the 1963 Bass Agreement; and WHEREAS, Bass Museum, inc. named the Bass M currerrt Board of Try positions); and WHEREAS, with voting power eq City's contractual ob. body; and . 1NHEREAS, in preparation for tt and will be present adoption; and new Agreement would, among other things, rename the Friends of the replace the existing Board of Trustees, with a new goveming body, im of Art, Inc., composed of actual stakeholders (as opposed to the 3s, who maintain their seats by virtue of their contractually designated City Manager would retain membership on the new goveming board, dent to 20% of the Board and the day-today responsibility to ensure the ions to maintain the Collection would be handled by this new goveming e Friends are currently working on updating and amending their by--laws transitioning to this new goveming body, the Bass Museum of Art, inc. to their Board of Directors at their April 2010 meeting for approval and WHEREAS, replacing the current governance structure with the aforestated new board will transfer .decision-making power to professionals and stakeholders; f Wally bringing the Museum into full compi~ance with the accepted operating standards of the American Association of Museums (AAM), and empowering the institution to become, for the first time, one of the region's leading art museums. WHEREAS, although the City will continue its financial. obligations to maintain and exhibit the Collection in perpetuity: it will realize substantial savings over time through the transitioning of ail City staff and daisy operational expenses to the new governing body; and WHEREAS, the Finance and Citywide Projects Committee discussed this at their January meeting and I unanimously recommended in favor of the Amended and Restated the , Bass Museum Ac~reernent. NOW, THEREFORE, BE~ IT DULY RESOLVED SY THE MAYOR AND CITY COMMISSION OFI THE CITY OF MIAMI BEACH FLORIDA that the Mayor and City Commission hereby approve and authorize .the Mayor and City Clerk to execute an Amended and Restated Agreement between the City and Dennis Alan Richard (as successor in interest to John and Johanna Bass), which new agreement replaces and supersedes th®1963 Agreement (and alI amendments thereto) between the City and John and Johanna Bass, and hereinafter sets forth the parj€ies respecfive rights and obligations with respect .to the continued administra~on, operation and maintenance of the John and Johanna Bass Collection at the bass museum of Art; provided further tha# the City and Mr. Richard shall not execute and effectuate the said new agreement until such time as 1) the Friends of the Bass Museum, inc. approves its new by--laws, which by-laws, in part, will formally rename the Friends to the Bass Museum of Art, Inc.; and 2) the transition from the Friends (and .the current Bass Museum Board of Directors) to the Bass Museum of Art, inc., as the intended new governing entity of th® 8ass. Museum, is accomplished. PASSED A ES7ED BY: CITY CLERK T:IAGENDA120101Mard~t 1 ADOPTED this 10th day of March, 2010. AYOR Sass Museum Reso.doc.RTF APPROVE A3 TO ' - FORM & LANaVAQE & FOR EXECUTIONI (~ . ---~ ~ t - ~ m w