FIU Grant Agreement/The Wolfsonian-FIU GRANT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH FLORIDA(CITY)AND THE FLORIDA
INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES FOR THE BENEFIT OF THE WOLFSONIAN-FIU
(GRANTEE) FOR DEVELOPMENT OF A PROGRAMMATIC PLAN FOR THE RENOVATION AND EXPANSION
OF THE WOLFSONIAN-FIU
This Grant Agreement is entered into this 2—G day of 3�J L" , 2013, between the City and Grantee.
Article I/Grant Description
1. Grantee: The Florida International University Board of Trustees for the Benefit Of
the Wolfsonian-FIU
Grant Contact: Cathy Leff, Director, The Wolfsonian-FIU
Address: 1001 Washington Avenue
City, State, Zip: Miami Beach, Florida 33139
Phone, fax, e-mail : 305-535-2615, 305-535-2133, cathy @thewolf.fiu.edu
2. Grant amount: $150,000.00. $72,000.00 to be paid upon execution of this Agreement, in
City Fiscal Year(FY) 2012-2013, for Phase I of the Project (as described
in Exhibit 1). Remaining $78,000.00 to be paid in City FY 2013-2014 for
Phase 11 of the Project, and only upon Grantee's successful completion of
Phase I work, and submittal by Grantee of a detailed Phase 11 work plan,
which will be attached as Exhibit 1-A hereto.
3. Project Description: See Exhibit 1 hereto
4. Grant Project Budget. See Exhibit 2 hereto
5. Expenditure deadline: September 30, 2014
6. Project completion date: September 30, 2014
7. Final Report deadline: Must be postmarked or delivered no hater than 45 days after Project
completion date.
IN WITNESS WHEREOF the parties hereto have executed this A reement this 2�° day of
P 9
�vL7 , 2013.
_ C-1067A
9. N ota ry Name: G
1 �
Notary Public, State of Florida
Matti errera Bower, Mayor
Attest: My Commission
1 � Expires:_
m rte- A1�)
/ � 2
Rafael Granado, City Clerk
(Grantee's Corporate Seal Here :INCORP ORATED:
26
GRANTEE:
Federal ID#: 65-04 77616
BY:
Robert Gutie ez, Direc or, Pr -A d �(c•
(City Attorney Approval Here)
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
City AtI omesA Date
Signature
STATE OF FLORIDA, COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before
me this day of 20139
by
huhipty2 of
a not-for-
profit corporation. He/She is personally k�to me
or has produced
as identification. GABRIELA L. DD 911560
kAo..t : Commission# 2013
Expires September 15, 7019
� g ad 16 Troy fain InwrW=800385
Si ature of Notary Pub i
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Article II/General Conditions
1. Parties: The parties to this Agreement are the Grantee listed in Article I, and the City of Miami Beach, a
municipal corporation organized under the laws of the State of Florida (City). The City has delegated the
responsibility of administering this Grant to the City Manager or his authorized designee.
2. Project Description: The Grantee may only use the Grant for the purposes that are specifically described
in the Project Description, attached hereto as Exhibit 1. All expenditures will be subject to the terms of this
Agreement, and as specified in the Grant Project Budget, attached hereto as Exhibit 2. Line item changes to
said Budget shall not exceed ten percent (10%) per category, and shall, in no event, exceed the total amount of
Grant funds. Notwithstanding the preceding sentence, amendments to the Grant Project Budget in Exhibit 2
shall not be permitted without the prior written consent of the City Manager or his designee. Said requests shall
be made in, in writing, detailing and justifying the need for such changes.
3. Reports: This Grant has been awarded with the understanding that the activities and services
contemplated under the described Project will mutually contribute to the enhancement and development of the
City's cultural community by making The Wolfsonian-FIU, with its main museum building at 1001 Washington
Avenue, Miami Beach, Florida, more accessible to the public by increasing the-amount of floor area dedicated to
public exhibition space. To demonstrate that the Grant is fulfilling, or has fulfilled, its purpose, the Grantee must
supply the City Manager with a written Final Report documenting that the Grantee has fulfilled all requirements.
This report must be received by the City within 45 days of the Project's completion date (i.e. For example,
Grantees completing their Project by the end of a City Fiscal Year, which is on September 301h of such year,
must submit their final reports no later than November 15th of that year). Notwithstanding the preceding, and as
a condition of disbursement.in City FY 2013-14 of the $78,000.00 balance of the Grant funds (for Phase II work),
the City Manager or his designee may require Grantee to submit an interim written report, detailing Grantee's
successful completion of Phase I of the Project.
4. Amount of Grant and Payment Schedule: The total amount of the Grant is specified in Article 1-2.
(subject to the restrictions therein). In awarding this Grant, the City assumes no obligation to provide financial
support of any type whatsoever in excess of the total Grant amount. Cost overruns are the sole principal
responsibility of the Grantee. The Grant funds will only be supplied to the Grantee following (i) the Mayor and
City Commission's approval of the award, which approval the Parties agree and acknowledge occurred on
September 27, 2012, pursuant to City Resolution No. 2012-28018; and (ii) the Parties' execution of this
Agreement. In addition thereto, the Grant funds shall be disbursed by the City over the course of two (2) City
Fiscal Years: 1) $72,000.00 of the Grant funds shall be disbursed in FY 2012-13; and 2) the remaining balance
of $78,000.00 shall be disbursed in FY 2013-14 (with the further condition that no Phase II funds shall be
disbursed until after Grantee has successfully completed Phase I of the Project).
5. .Program Monitoring and Evaluation: The City Manager or his designee may monitor and conduct an
evaluation of the Project under this Grant, which may include, with or without limitation, visits by City
representatives to the Museum to observe Grantee's programs, procedures, and operations, or to discuss the
Grantee's programs with Grantee's personnel; and/or requests for submittal of additional documentations or
written reports, prior to the Project completion date, evidencing Grantee's progress on the Project.
6. Bank Accounts and Bonding: Monies received pursuant to this Agreement shall be kept in accounts in
established Miami-Dade County banks or savings and loan associations whose identities shall be disclosed in
writing to the City Manager or his designee with the identity and title of individuals authorized to withdraw or
write checks on Grant funds.
7. Accounting and Financial Review: Funded activities must take place on or before the Expenditure
Deadline in Article I — 5; provided, however, that the second portion (i.e. $78,000.00) of the total $150,000.00
Grant amount will not be released until Grantee's successful completion of the Phase I portion of the Project,
(which is being funded by the first portion - i.e. $72,000.00 - of the Grant amount). The Grantee shall keep
accurate and complete books and records of all receipts and expenditures of Grant funds, in conformance with
reasonable accounting standards. These books and records, as well as all documents pertaining to payments
received and made in conjunction with this Grant, including, without limitation, vouchers, bills, invoices, receipts
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and canceled checks, shall be dated within the fiscal year for which they are approved and retained in Miami-
Dade County in a secure place and in an orderly fashion by the Grantee for at least two (2) years after the
Expenditure Deadline specified in Article 1-5. These books, records, and documents may be examined by the
City, and/or its authorized representatives, at the Grantee's offices during regular business hours and upon
reasonable notice. Furthermore, the City may, at its expense, aud.it or have audited, all the financial records of
the Grantee, whether or not purported to be related to this Grant.
8. Publicity and Credits: The Grantee must include the City of Miami'Beach logo and the following credit
line in all publications related to this Grant: "This Project is financially assisted by a grant from the City of
Miami Beach". Failure to do so may preclude future grant funding from the City in the same manner as if
Grantee defaulted under this Agreement, pursuant to Article II-12.
9. Liability and Indemnification: The Grantee shall indemnify and hold harmless the City and its officers,
employees, agents and contractors, from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the City or its officers, employees, agents and contractors may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to, or
resulting from the performance if this Agreement by the Grantee or its officers, employees, agents, servants,
partners, principals or contractors. Grantee shall pay all claims and losses in connection therewith and shall
investigate and defend all 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 attorneys' fees which may
issue thereon. Grantee expressly understands and agrees that any insurance protection required by this
Agreement, or otherwise provided, shall in no way limit its obligation, as set forth herein, to indemnify, hold
harmless and defined the City or its officers, employees, agents and contractors as herein provided.
Given that the Grantee is a government entity, this indemnification shall only be to the extent and within the
limitations of Section 768.28 Florida Statute, subject to the provisions of that Statute whereby the Grantee entity
shall not be held liable to pay a personal injury or property damage claim or judgment by any one person.which
exceeds the sum of $200,000, or any claim or judgment or portions thereof, which, when totaled with all other
claims or judgments paid by the government entity arising out of the same incident or occurrence, exceed the
sum of $300,000 from any and all personal injury or property damage claims, liabilities, losses or:causes of
action which may arise as a result of the negligence of the Grantee entity.
10. Assignment: The Grantee shall not be permitted to assign this Grant, and any purported assignment
will be void, and shall be treated as an event of default pursuant to Article II-12.
11. Compliance with Laws: The Grantee agrees to abide by and be governed by all applicable Federal,
State, County and City laws, including but not limited to Miami-Dade County's Conflict of Interest and Code of
Ethics Ordinance, as amended, which is incorporated herein by reference as if fully set forth herein, and
Chapter 2, Article VII of the Miami Beach City Code, as amended, which is incorporated herein by reference as
if fully set forth herein.
12. Default/Termination Provisions: In the event the Grantee shall fail to comply with any of the provisions
of this Agreement, the City Manager or his designee may terminate this Agreement and withhold or cancel all or
any unpaid installments of the Grant upon giving five (5) calendar days written notice to the Grantee, and the
City shall have no further obligation to the Grantee under this Agreement. Further, in the event of termination,
the Grantee shall be required to immediately repay to the City all portions of the Grant which have been
received by the Grantee, as of the date that the written demand is received.
Any uncommitted Grant funds which remain in the possession or under the control of the Grantee as of
the date of the Expenditure Deadline specified in Article 1-5 must be returned to the City within fifteen (15) days
after the Expenditure Deadline. If such funds have been committed but not expended, the Grantee must request
in writing from the City Manager an extension of the Expenditure Deadline which, if approved, shall be for a
period not to exceed one (1)year.
Grant funds which are to be repaid to the City pursuant to this Section are to be repaid upon demand by
delivering to the City Manager a certified check for the total amount due, payable to the City of Miami Beach,
Florida.
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These provisions shall not waive or preclude the City from pursuing any other remedies'that may be
available to it under the law.
13. Indulgence Will Not be Waiver of Breach: The indulgence of either party with regard to any breach or
failure to perform any provision of this Agreement shall not be deemed to constitute a waiver of the provision or
any portion of this Agreement either at the time the breach or failure occurs, or at any time throughout the term
of this Agreement.
14. Written Notices: Any written notices required under this Agreement will be effective when delivered in
person or upon the receipt of a certified letter addressed to the Grantee at the address specified in Article 1-1 of
this Agreement, and to the City when addressed as follows: City Manager's Office, 1700 Convention Center
Drive, 4th Floor, Miami Beach, Florida 33139.
15. Captions Used in this Agreement: ,Captions, as used in this Agreement, are for convenience of
reference only and should not be deemed or construed as in any way limiting or extending the language or
provisions to which such captions may refer.
16. Contract Represents Total Agreement: This contract, including its special conditions and exhibits,
represents the whole and total agreement of the parties. No representations, except those contained within this
agreement and its attachments, are to be considered in construing its terms. No modifications or amendments
may be made to this Agreement unless made in writing signed by both parties, and approved by appropriate
action by the Mayor and City Commission.
Article III/Miscellaneous Provisions
17. The Grant awarded herein is the result of a finding by the City, based on representatives, documents,
materials and other information supplied by Grantee, that the Grantee is performing a public purpose through
the programs, projects, and/or services recommended for support. As such, use of Grant funds for any program
component not meeting this condition will be considered a breach of the terms of this Agreement and will allow
the City to seek remedies including, but not limited to, those outlined in this Grant Agreement.
18. The Grantee also accepts and agrees to comply with the following Special Conditions:
The Grantee hereby agrees that it will comply with Title VI of the Civil Rights Act of 1964 (42 U.S.C.
2000d et seq.) prohibiting discrimination on the basis of race, color, national origin, handicap, or sex.
The Grantee hereby agrees that it will comply with City of Miami Beach Human Rights Ordinance as
codified in Sections 62-31 through 62-66 of the City Code, and as amended from time to time, prohibiting
discrimination in employment, housing and public accommodations on account of race, color, national origin,
religion, sex, gender identity, sexual orientation, disability, marital status, financial status, or age.
The City endorses the clear mandate of the Americans with Disabilities Act of 1990 (ADA) to remove
barriers, which prevents qualified individuals with disabilities from enjoying the same employment opportunities
that are available to persons without disabilities.
The City also endorses the mandate of the Rehabilitation Act of 1973 and Section 504 and prohibits
discrimination on the basis of disability and requires that Grant recipients provide equal access and equal
opportunity and services without,discrimination on the basis of any disability.
19. GOVERNING LAW AND EXCLUSIVE VENUE
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,
GRANTOR AND GRANTEE 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.
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Exhibit 1 / Project Description
Completely describe Project. Please be as specific as possible; name of event, specific milestones, goals and
objectives to be accomplished, etc. Use extra page(s) if necessary.
The Wolfsonian-FIU desires to improve its facilities located on Miami Beach (1500 and 1538 Lenox Avenue)and
examine a possible extension of its 1001 Washington Avenue facility (the museum owns the adjacent parcel to
its headquarter facility which is an additional 150 front feet, located at 1025-1049 Washington Avenue) .
The Wolfsonian-FIU will engage The Paratus Group, a renowned project management firm that specializes in
developing master plan/building programs for museums and cultural institutions, to develop a programmatic plan
outlining the museum's long term needs, goals, objectives, aspirations, and functional requirements
("Programmatic Plan"). Paratus will consider all of The Wolfson ian-FIU's real estate holdings, the entirety of its
current collection and anticipated growth, phasing, budget, and potential funding. The deliverable of this phase
of work will be an initial Programmatic Plan document (Phase I of the Project) that can be used to make
decisions on the best use of Miami-Dade County's proposed $10 million grant to The Wolfsonian-FIU, under the
County's Building Better Communities General Obligation Bond Program. The Programmatic Plan will also form
the basis for recommendations of a design team to develop a master plan to undertake the next phase of work
(Phase II of the Project).
As part of Phase I of the Project, Paratus group will:
The Wolfsonian/Florida International University
Programmatic Plan
Statement of Work
Paratus Group
Paratus will work with The Wolfsonian to develop a Programmatic Plan, outlining the Museum's long
term needs, goals, objectives, aspirations, and functional requirements. Paratus will consider all of The
Wolfsonian's real estate holdings, the entirety of its current collection and the institution's anticipated
growth. In this phase of the master planning process, the deliverable will be a Programmatic Plan
document that The Wolfsonian can use to select an architect to undertake the next phase of work: the
development of a Master Plan.
To accomplish this, Paratus will:
1)Conduct a site visit and work with The Wolfsonian to identify all the real estate the institution owns
and controls.
2) Review existing strategic plans.
3) Interview the administration to fully outline the goals of the project.
4) Hold four workshops to explore the following programmatic agendas. The work sessions will be
designed to develop detailed knowledge of the spaces needed, current and future audiences,
adjacencies, and any special features each department requires; and will include a community
meeting.
a)The first workshop will be a discussion of the ideal visitor experience with a group of very high
level thinkers who are familiar with the collection and the Museum's long term agenda and
needs. The results of this workshop will be written up, agreed upon and distributed before
proceeding with the second and third sessions. We would plan a full day for this workshop.
b) In the second workshop exhibitions programming space will be examined with the director,
senior staff, and curatorial team. Prior to this workshop, The Wolfsonian will provide collection
information and catalogs for inclusion in the program. The second and third sessions could be
accomplished in one day.
c) In the third workshop key elements of the visitor experience will be assessed with designated
staff members:
(1)What are the other amenities—eating, shopping, movies, lectures, membership?
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(2)What is the role of the supporting education programs?
(3) How does.The Wolfsonian tie its online presence to the experience?
(4)What is the Museum's relationship to FIU and to South Beach?
d) In the final session we will invite the community to participate in the planning process. Paratus
will work with The Wolfsonian to host a publicly advertised community meeting at the Museum,
with invitations to the mayor, members of the commission, the city manager, and interested
citizens for the purpose of soliciting input from the public. This public meeting may be preceded
by some select surveying by a third party consultant engaged by The Wolfsonian. If surveying is
undertaken Paratus will work with the Museum, its education staff, and the consultant to
develop the survey questions.
5) Document the Museum's collection and real estate holdings to be included in the final
Programmatic Plan document .
6)Work with the Museum to compose a Programmatic Plan based on the four work sessions. The
resulting Plan will include the institution's mission, goals, objectives, and functional requirements,
and will take into consideration The Wolfsonian's recent acquisitions, phasing, and budget
resources. The Plan will be developed in accordance with all applicable FIU Facilities Management
requirements.
7) Paratus will work with the Wolfsonian to present the Programmatic Plan to the University and The
Wolfsonian Board for approval.
8) Budget: In this phase of the master planning process Paratus will work with the Wolfsonian to
establish design and construction budget parameters for accomplishing the Master Plan, providing a
guide.for the design team in their consideration of all the options available. The goal of this exercise
is to provide the design team with realistic constraints within which they will have to develop their
options for The Wolfsonian's consideration.
This body of work will stop just short of implementing the search for a designer.
The fee for this work is$72,000 and will include all travel, per diem, and administrative expenses. The
Completion of the Programmatic Plan will be no later than five (5) months from the date of contract
execution.
Payment will.be as follows:
25% of the fee upon execution of the agreement and completion of a site visit of all Wolfsonian
properties.
50% upon completion of the four workshops, and documentation of The Wolfsonian's collection and
real estate holdings, which will support the development of a Programmatic Plan.
25% upon acceptance by The Wolfsonian Board of the final Programmatic Plan,.which will include
programming, cost estimates, phasing, and sequencing options.
A note on Balancing:
The traditional balancing Paratus performs is based on some knowledge about what is proposed to be built—
a certain amount of new construction, some renovation, and a site During the Programmatic Plan
phase, the information is still too broad for this type of balancing. This exercise should take place during
the development of the Master Plan. The proper sequence in this process will be:
Phase I
a. Programmatic Plan
Phase II
b. Select Architect
c. Develop Master Plan design options
d. Develop pricing options (renovation vs. new construction)
e. Balancing, which will allow The Wolfsonian to choose a direction that is in line with the
available budget
f. Finish the Master Plan
Budget Justification
The flat fee of$72,000 includes the following:
Staffing:
Andrew Klemmer, President
Robert Portnoff, Senior Project Manager
Assistant Project Manager(research, writing, document preparation, workshop coordination)
Paratus will conduct four workshops over three days. Each workshop will involve coordination, two days
of preparation, two days of follow-up, and attendance at the workshop by the three staff members.
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Between workshops the findings will be analyzed and documented, and the Program will be developed,
written, reviewed, and revised.
Travel for three people to Miami for the three days of workshops, and two people for one interim
meeting and one Program delivery meeting.
Administrative expenses: report preparation
Phase 2: Additional architectural and or consultant fees to further develop the Master Plan in accordance with
the program specified in Phase I. This might include, but not be limited to, community research/audience
studies, massing and or schematic design studies, traffic/parking studies.
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Exhibit 2/Project Budget
Attach a copy of the total Project budget. Round off all numbers to the nearest dollar.
$72,000 for(Phase I work)
$78,000 for other related architectural and/or planning consultants (Phase II work)
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