Letter to George Lindemann, Friends of the Bass Museum President 9013-dW3 63
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfi.gov
OFFICE OF THE CITY MANAGER
Tel:305.673.7010,Fax:305.673.7782
September 30, 2013
George Lindemann, President
Friends of the Bass Museum, Inc., and
The Bass Museum of Art, Chairperson
2121 Park Avenue
Miami Beach, Florida 33139
Re: 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, 2013 to September
30, 2014
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, 2013 (Commencement Date), and terminating on
September 30, 2014 (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):
A 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).
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• 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 $ 651,000.
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;
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• 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
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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:
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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.
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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)
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Attest: CITY F MIAMI BE H, FLORIDA
City Clerk Jimm ' L. Mor les, City Manager
Date
Attest: FRIENDS OF THE BASS MUSEUM, INC.
Se et George Line an , President
Date
T:\AGENDA\2013\September 30\Bass Letter Agreement_sept 2013.doc
APPROVED AS TO
FORM &LANGUAGE
&FOR CUTION
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