Grant Agreement with the Friends of the Bass Museum, Inc. lol 3-c43 Sy
GIANT AGREEMENT
This Grant Agreement (the "Grant" or the "Agreement") is made as of this q
day of-e vnbp , 2014 (the "Effective Date"), by and between the City of Miami Beach,
Florida, a municipal corporation duly organized and existing under the laws of the State of
Florida (the "City"), and the Friends of the Bass Museum, Inc., a Florida not-for-profit
corporation (the "Friends") (the City and the Friends each, a "Party" and collectively, the
"Parties").
RECITALS
A. The City is the owner of that certain real property, building, and
improvements known as"The Bass Museum of Art,"located at 2121 Park Avenue, Miami
Beach, Florida; as more specifically delineated in the sketch attached and incorporated as
Exhibit"A"hereto (the property,building and improvements are hereinafter referred to as
the "Premises" or the"Bass Museum").
B. The City and the Friends are currently parties to a management agreement
("Management Agreement")for the Premises,dated September 30,2013, for a one(1)year
term, commencing on October 1, 2013, and ending September 30, 2014.
C. The Management Agreement provides the terms and conditions under
which the Friends shall administer, operate, and maintain the Premises including, without
limitation, the art collection donated to the City by John and Johanna Bass (the"John and
Johanna Bass 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 (the
"1963 Agreement"),as amended and restated on March 31,2010(the"2010 Agreement"),
in that certain Amended and Restated Agreement between the City and Dennis Alan
Richard (as successor in interest to John and'Johanna Bass) (the 1963 Agreement, and the
2010 Agreement are hereinafter referred to as the "Bass Agreement").
D. There is a high demand for the programs being offered by the Friends;
however, the Premises, as currently arranged, cannot accommodate the demands of the
community, and the Friends wish to reconfigure and maximize the existing footprint of the
Premises in order to substantially increase the square footage of programmable space and
better serve a larger number of residents and visitors.
E. The City recognizes that the Friends have a proven track record at the
Premises, serving the community and developing educational programming goals,
enriched by the exhibitions and permanent collection at the Bass Museum.
F. The City and the Museum have also had recent discussions with regard to
the Friends' proposed improvements to the Premises (the"Museum Improvements"or the
"Project"), which are projected to increase the number of annual education programs for
children and adults from 10,000 to 20,000 (100% increase), as well as increase the general
annual attendance at the Museum from 40,000 visitors to 60,000 visitors (50% increase).
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G. The City finds that providing fund to the Friends to design, develop, and
construct the Museum Improvements serves a vital public purpose, and that it is in the best
interest of the City and its residents and visitors for the Museum Improvements to be
completed.
H. Consequently,the City is desirous of assisting the Friends in its endeavor to
improve the Bass Museum by making the Museum Improvements, and has granted to the
Friends a grant ("Grant"), in the aggregate sum not to exceed $7,500,000.00 (the "Grant
Monies"), subject to funding availability, in accordance with general terms and
conditions contained in this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
and conditions herein contained, it is agreed by the Parties hereto as follows:
ARTICLE 1 THE GRANT
1.1 Recitals. The Recitals above are incorporated herein by reference.
1.2 Grant. The City hereby grants to the Friends the Grant, in the aggregate sum not to
exceed $7,500,000.00 (the "Grant Monies"), for the sole purpose of defraying the
hard and soft costs incurred by the Friends to design, develop and construct the
Museum Improvements (the"Museum Improvements Costs"). The Grant Monies,
subject to availability, will accrue as follows:
A. The initial half of the Grant Monies, in the amount of$3,750,000, has been
appropriated in the City budget for the 2013-2014 fiscal year; and
B. The second half of the Grant Monies, in the amount of $3,750,000, is
subject to availability during the City Budget for the 2014-2015 fiscal year.
The Friends hereby agree that should available funding from the City's RDA capital
budget be reduced,the Grant Monies payable under this Agreement may be reduced at the
sole discretion of the City.
1.3 The Friends hereby agree and covenant to use the Grant, and all Grant Monies
disbursed to the Friends by the City pursuant to the terms of this Grant, solely for
the purpose of funding the hard and soft costs incurred by the Friends to design,
develop and construct the Museum Improvements.
1.4. The Museum Improvements are described in Exhibit "B", attached hereto. The
cost for the Museum Improvements includes all hard and soft costs necessary to
design, develop, and construct the Museum Improvements (the "Project Cost").
The Project Cost shall not exceed $7,500,000.00. In the event the Project Cost
exceeds $7,500,000.00,the Friends shall provide immediate written notice of same
to the City, along with evidence reasonably satisfactory to the City regarding the
Friends' sources of funding for all remaining costs in excess of $7,500,000.00
needed to complete the Project. The Friends shall also include a revised cost
estimate for the Project, including a detailed breakdown of costs needed to
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complete the Project. Notwithstanding the preceding, the City shall have no
obligation to fund any Project costs beyond the$7,500,000.00 Project Cost granted
to the Friends in this Agreement, subject to Article 1 § 1.2. Accordingly, the
Friends hereby agree, covenant, and represent to the City that the Friends shall be
solely responsible for any Project Costs in excess of the $ 7,500,000.00 Project
Cost set forth herein, as required and necessary to achieve Final Completion
(defined below) of the Museum Improvements, and acceptance thereof by the City.
1.5 The term of this Agreement(the"Term") will commence on the Effective Date and
will terminate upon Final Completion of the Museum Improvements, and
acceptance thereof by the City, as provided herein.
ARTICLE 2 FUNDING; DRAW REQUESTS; PAYMENTS
2.1 Subject to Article 1 § 1.2, the Grant Monies shall be paid by the City to the Friends
as follows:
(a) Payment of the Grant shall be made on a reimbursement basis ("Funding
Disbursement"); provided, however, that for each Grant payment which exceeds the total
sum of $200,000.00, the Friends may request such payment in advance ("Advanced
Funding Disbursement"). In connection with any Advanced Funding Disbursement, the
Friends shall provide the City with the appropriate supporting documentation, including,
without limitation, the contract, licensing information, insurance information, estimate,
invoice, warranty information and any other proof which may be reasonably requested by
the City. Additionally, upon expenditure of the Advanced Funding Disbursements, the
Friends shall submit the appropriate supporting documentation, as required herein in
subsection 2.1(g)(v) and including, without limitation, any other proof which may be
reasonably requested by the City.
(b) All costs, fees and expenses attributable to work and/or services performed,
or caused to be performed, by the Friends for the Museum Improvements shall be
identified, tracked, accounted for, invoiced, and paid by the Friends in a manner that
clearly distinguishes the Museum Improvements Costs from other costs incurred by the
Friends including, without limitation, costs, fees, and expenses incurred by the Friends
pursuant to the Management Agreement (or, upon expiration of the Management
Agreement, any subsequent management agreements entered into between City and the
Friends for the operation and management of the Bass Museum).
(c) The City shall have the right to make payment by check or wire transfer to
the Friends.
(d) Within thirty(30)calendar days after the Parties' execution of the Grant,
the City shall fund directly to the Friends, in a lump sum payment, all of those costs, fees
and expenses incurred by the Friends, in connection with the Museum Improvements,
through and including the Effective Date of the Grant ("Initial Soft Cost Disbursement"),
in an amount not to exceed $332,000.00, as part of the total amount of soft costs set forth,
in more specific detail, in Exhibit "C" hereto. The Friends shall substantiate the
reimbursement of said Initial Soft Cost Disbursement with the appropriate supporting
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documentation, as required herein in subsection 2.1(g)(v), and including, without
limitation, any other proof which may be reasonably requested by the City.
(e) Except for those costs provided in subsection 2.1(d) above, as to any
Funding Disbursement or Advanced Funding Disbursement for the remainder of the Grant
Monies, the Friends shall complete, sign and submit to the City the appropriate
disbursement request forms (Exhibits E-1 through E-3 attached hereto) accompanied by
supporting documentation, as necessary and as may be required under this Agreement.
(i) Exhibit E-1: Authorized Signature Form providing for the signature
of Friends' representatives authorized to approve disbursement
requests and verification statements.
(ii) Exhibit E-2: Disbursement Request Cover Letter to be signed by an
authorized representative for the Friends and attached to each
disbursement request.
(iii) Exhibits E-3: Disbursement Request Forms for each Requisition, to
be submitted with the appropriate back-up, as necessary and as may
be required pursuant to this Agreement, including, without
limitation, as set forth in subsection 2.1(g)(v) and any other proof
which may be reasonably requested by the City.
(f) The Friends shall also be responsible for reporting, on a continuous,
on-going basis any contractual relationship established to perform work or services on the
Project; start dates; progress payments; completion dates, etc., as required in the Monthly
Status Report. Additional reports may be required at the discretion of the City Manager.
(i) Exhibit E-4: Monthly Status Report to be submitted to the City on
the thirtieth (30th) day of each month, to cover expenditures and
progress for the preceding month.
(g) Except for those costs provided in subsection 2.1(c) above, any Funding
Disbursement or Advanced Funding Disbursement for the remainder of the Grant Monies
shall be paid by the City in periodic progress payments, on or before the 5th day of each
month, not more frequently than once per month ("partial payments"), for the following
portions of work and/or services for the Museum Improvements, completed by the Friends
and thereafter approved and accepted by the City.
(i) For soft costs associated with the design, development and
construction of the Museum Improvements including, but not
limited to, the work of the architect of record, David Gauld
Architect, PLLC (the "Architect"), and other consultants and
professionals.
(ii) For hard costs associated with the design, development and
construction of the Museum Improvements including, but not
limited to, the work of the general contractor, who shall be subject
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to the prior written approval of the City Manager, such approval not
to be unreasonably withheld, conditioned or delayed. The general
contractor approved by the City Manager shall be referred to herein
as the"General Contractor".
Partial payments shall be in an amount equal to the amounts actually
paid by the Friends or charged to the Friends (for any Advanced
Funding Disbursement) for such portions of the work and/or
services for which payment is being requested, and shall not include
any additional charges including, without limitation, mark-ups,
carrying costs, administrative processing fees, etc..
(iv) Partial payments of hard costs shall constitute advances against the
contract for construction to be entered into and executed between
the Friends and the General Contractor (the "Construction
Contract"), until final payment is made and accepted. The
Construction Contract and any amendments or change orders
thereto shall also be subject to prior review and written approval by
the City Manager, which approval shall not be unreasonably
withheld, conditioned and delayed.
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(v) The Friends may make applications for partial payments, during
construction,by submitting to the City, an itemized application for
payment (each a "Requisition") for those items properly payable
hereunder. Each Requisition shall be submitted in a form
acceptable to both Parties, substantially in the form of Exhibit E-3,
attached hereto and incorporated herein by reference, and shall'be
accompanied by evidence of proper application of all prior
payments, including without limitation, as to hard (i.e.
construction)costs, an unconditional partial waiver of lien from the
General Contractor and each subcontractor, in form and substance
satisfactory to the City, covering the full amount of all past
payments for direct construction costs through the date of such
waiver of lien, and an unconditional final waiver of lien in form
and substance satisfactory to the City, from each subcontractor
who, as of the most recent payment, had completed the work
covered by its subcontract, covering the full amount due each
subcontractor, and a consent of surety. The Friends shall also
furnish such other supporting evidence as City may reasonably
require to establish the cost or value of the improvements and
equipment for which each hard costs payment is to be and has been
made, including, without limitation, subcontracts, invoices,
receipts, cancelled checks or any other similar supporting
evidence.
(vi) Each Requisition for hard costs shall be based upon the most recent
schedule of values submitted by the General Contractor. The
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schedule of values shall allocate the entire Construction Contract
price among the various portions of the work. The schedule of
values shall be prepared in such form and supported by such data to
substantiate its accuracy, as the City may reasonably require. This
schedule, unless objected to by the City, shall be used as a basis for
reviewing the Friends' Requisitions. Requisitions shall show the
percentage completion of each portion of the work as of the end of
the period covered by the Requisition.
The City, within thirty(30) calendar days after receipt of a Requisition,will pay an
approved Requisition to the Friends for such amount as the City determines to be properly
due and, if it objects to and withholds funding for any item or amount, shall state in writing
the reasons for such action. The Friends, after receipt of an objection to funding, shall
disprove or cure such objection, or the Parties shall otherwise work in good faith to resolve
such objection. Each claim, question, difficulty or dispute which cannot be resolved by
mutual agreement of the City and the Friends shall be resolved in accordance with the
procedure set forth in Exhibit"D" attached hereto.
(h) Substantial Completion; Final Completion. When the Friends determine
that Substantial Completion of the Museum Improvements has been achieved, the Friends
shall submit to City, for City's acceptance and approval:
(i) A Temporary Certificate of Occupancy (TCO) or Temporary
Certificate of Completion (TCC) (as applicable) for the work, duly issued by the
governmental authority having jurisdiction thereof;
(ii) The Architect's Certificate of Substantial Completion stating that on
the basis of observations and inspections, the referenced work (for the Museum
Improvements) has been substantially completed in accordance with the
Construction Contract and other applicable contract documents including, without
limitation, the approved final plans and specifications, in all material respects;
stating the responsibilities of City and the Friends for security, maintenance,
utilities, damage to the work, and insurance; listing all work yet to be completed to
satisfy the requirements under the Construction Contract and other applicable
contract documents (including the approved final plans and specifications), for
Final Completion. The failure to include any items of corrective work on such list
shall not alter the responsibility of the Friends to complete all of the work in
accordance with the Construction Contract (or the approved final plans and
specifications); and
(iii) A Requisition for payment for such work.
Upon receipt of the foregoing, and the City's approval of the Certificate of
Substantial Completion, The City shall pay the Requisition in accordance with the
provisions of this Agreement.
(i) When the Friends have received from the General Contractor: a Final
Contractor's Affidavit and Final Lien Waivers in accordance with Chapter 713, Florida
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Statutes; a written notice that the work is ready for final inspection and acceptance; and a
final application for payment, the Friends,the City, and Architect will promptly make such
inspection, and when the Parties determine that Final Completion of the work has been
achieved, the Friends shall submit to City, for City's acceptance and approval:
(i) A Final Certificate of Occupancy (CO) or Final Certificate of
Completion (CC), as applicable, for the work, duly issued by the governmental
authority having jurisdiction thereof;
(ii) The Architect's Certificate of Final Completion, approved by the
Friends, stating that on the basis of observations and inspections, the referenced
work (for the Museum Improvements)has been fully performed and all such work
has been completed in accordance with the Construction Contract and other
applicable contract documents (including, without limitation, the approved final
plans and specifications) in all material respects, and that the entire balance found
to be due the General Contractor and noted in the final Certificate is due and
payable;
(iii) A final Requisition for payment;
(iv) Copies of all agreements, permits, and licenses, and all insurance
policies or certificates, if any, pertaining to the completed work;
(v) All manufacturers, suppliers' and subcontractors' warranties duly
assigned to the City (the "Warranties), and all maintenance and operating
instructions pertaining to the completed work.
Upon receipt of the foregoing (collectively, "Final Completion"), and the City's
approval of the Certificate of Final Completion, the City shall pay the final Requisition in
accordance with the provisions of this Agreement. The Friends' acceptance of final
payment from City shall constitute a waiver of all claims by the Friends against the City.
0) Notwithstanding anything contained in this Agreement, the making of the
final Requisition payment by the City, shall not constitute a waiver of claims by the City
for: (i) faulty or defective work appearing after the City's approval of Architect's
Certificate of Final Completion; (b) failure of the work to be in strict accordance with the
requirements of the Construction Contract(or the approved final plans and specifications),
discovered after completion of the work; and (c) terms of all Warranties required by the
applicable contract documents. Accordingly, the Friends hereby acknowledge and agree
that City is intended to be a third party beneficiary to the Construction Contract.
(k) The Friends shall use best efforts to fully cooperate with and assist the City
in resolution of any issues with regard to City's claims for defects, Warranty issues,
and/or other post-construction issues contemplated in subsection (f) above, as they may
arise, at no cost to the City.
(1) All Warranties shall commence on the date of Substantial Completion of
the Museum Improvements, unless otherwise provided in the CO or CC.
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ARTICLE 3—BOOKS AND RECORDS; INSPECTION RIGHTS
3.1 The Friends shall maintain adequate records to justify all costs, expenses, fees and
charges incurred which represent the Grant funded portion of the Museum
Improvements for at least three (3) years after completion of the Term of this
Agreement. The City shall have access to all books, records, and documents as
required in this Article for the purpose of inspection or auditing during normal
business hours.
3.2 The Friends shall maintain accounts, books and records in connection with the
Grant(including,without limitation, all portions of the Grant Monies). The Friends
shall use reasonable commercial efforts to maintain such accounts, books and
records in such a manner that it will not be unduly costly or difficult for the City to
segregate, ascertain or identify the use of Grant Monies to determine the Friends
compliance with the terms and conditions of the Grant during a City Inspection(as
hereinafter defined).
3.3 The City shall have inspection and audit rights (the "City Inspection") to
determine compliance with items in Section 3.2 hereof as follows:
3.3.1 At any time during the Term of this Agreement, the City or its
designated agent may examine, in accordance with generally
accepted accounting principles, all records directly or indirectly
related to the Grant for the purpose of determining the Friends
Compliance; provided, however, that in the event the City should
become involved in a legal dispute with a third party arising in
connection with this Agreement, the Friends shall extend the period
for City Inspection until the final disposition of the legal dispute or
such other time as the Parties may agree.
3.3.2 Any City Inspection shall be (A) subject to the City providing the
Friends with three(3)business days prior written notice thereof;and
(B) performed during the regular business hours of the Friends on
regular business days of the Friends.
ARTICLE 4—BREACH, OPPORTUNITY TO CURE AND TERMINATION
4.1 Each of the following shall constitute a default by the Friends:
(a) If the Friends uses all or any portion of the Grant Monies for costs
not associated with the Museum Improvements, and the Friends fails to
cure its default within thirty (30) days after written notice of the default is
given to the Friends by the City; provided, however, that if not reasonably
possible to cure such default within the thirty (30) day period, such cure
period shall be extended for up to ninety(90)days following the date of the
original notice if within thirty(30)days after such written notice the Friends
commences diligently and thereafter continues to cure.
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(b) If the Friends shall breach any of the other covenants or provisions
in this Agreement, and the Friends fails to cure its default within thirty(30)
days after written notice of the default is given to the Friends by the City;
provided, however, that if not reasonably possible to cure such default
within the thirty (30) day period, such cure period shall be extended for up
to ninety (90) days following the date of the original notice if within thirty
(30) days after such written notice the Friends commences diligently and
thereafter continues to cure.
4.2 Remedies:
(1) Upon the occurrence of a default as provided in Section 4.1, and
such default is not cured within the applicable grace period, the
City, in addition to all other remedies conferred by this
Agreement, may require that the Friends reimburse the City, in
whole or in part, as the City shall determine, in its sole
discretion, all Grant Monies provided by the City hereunder.
(2) The City may institute litigation to recover damages for any
default or to obtain any other remedy at law or in equity
(including specific performance, permanent, preliminary or
temporary injunctive relief, and any other kind of equitable
remedy).
(3) The rights and remedies of the City are cumulative and the
exercise by the City of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any
other default.
(4) Any failure of the City to exercise any right or remedy as
provided in this Agreement shall not be deemed a waiver by the
City of any claim for damages it may have by reason of the
default.
(5) Upon the occurrence of a default by the Friends which remains
uncured within the time periods provided in Section 4.1,the City
may terminate this Agreement, upon written notice to the
Friends. Upon termination of this Agreement, the City shall
have no further liability or obligation to the Friends.
4.3 Termination due to Lack of Funding: The City may also, through its City
Manager, terminate this Agreement due to lack of funds, should available funding
from the City's RDA capital budget be reduced during the Term of this Agreement,
by giving written notice to the Friends of such termination. Following termination
pursuant to this section 4.3,the City shall be discharged from any and all liabilities,
duties, and terms arising out of, or by virtue of, this Agreement.
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ARTICLE 5—INDEMNIFICATION
The Friends agree to indemnify and hold harmless the CITY, and its officers, employees
contractors and agents, from and against any and all expenses, claims, liability, losses and
causes of action (at law or in equity), including, but not limited to, attorney's fees and
costs, that may arise or be alleged to have arisen out of the negligent conduct of the
Friends,their officers,employees contractors and/or agents;or out of any activity related to
this Agreement, the Friends' use of the Grant funds, or the Project. The Friends shall pay
all such claims and losses and shall pay all such costs and judgments which may issue from
any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees
expended by the City in the defense of such claims and losses, including appeals (or to
provide for such defense, at City's option). The Friends recognize the broad nature of this
indemnification and hold harmless clause, and voluntarily make this covenant and
expressly acknowledge the receipt of good and valuable consideration, provided by the
City in support of the obligation in accordance with the laws of the State of Florida.
Nothing herein shall be construed to waive any of the City's rights set forth in Section
768.29,Florida statutes. Nothing contained in this Agreement shall be deemed a waiver of
sovereign immunity by the City. This paragraph shall survive the termination of this
Agreement.
ARTICLE 6—GENERAL PROVISIONS
6.1 The City's obligations to fund the Grant to the Friends are separate, apart and in
addition to, and are not and shall not be deemed to be part of or included within any
or all other financial obligations of the City to the Friends, if any.
6.2 Failures or waivers to insist on strict performance of any covenant, condition, or
provision of this Agreement by the Parties,their successors and assigns shall not be
deemed a waiver of any of its rights or remedies, nor shall it relieve the other Party
from performing any subsequent obligations strictly in accordance with the terms
of this Agreement. No waiver shall be effective unless in writing and signed by the
Party against whom enforcement is sought. Such waiver shall be limited to
provisions of this Agreement specifically referred to herein and shall not be
deemed a waiver of any other provision. No waiver shall constitute a continuing
waiver unless the writing states otherwise.
6.3 Should any term or provision of this Agreement be held, to any extent, invalid or
unenforceable,as against any person,entity or circumstance during the term hereof,
by force of any statute, law or ruling of any forum of competent jurisdiction, such
invalidity shall not affect any other term or provision of this Agreement, to the
extent this Agreement shall remain operable, enforceable and in full force and
effect to the extent permitted by law.
6.4 This Agreement may be amended only with the written approval of the Parties.
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6.5 This Agreement states the entire understanding and agreement between the Parties
and supersedes any and all written or oral representations, statements, negotiations
or agreements previously existing between the Parties with respect to the subject
matter of this Agreement.
6.6 The Parties agree that time is of the essence in the performance of each and every
obligation under this Agreement.
6.7 In the event a dispute arises that the Parties cannot resolve between themselves,
the Parties shall have the option to submit their dispute to non-binding mediation.
The mediator or mediators shall be impartial, shall be selected by the Parties, and
the cost of the mediation shall be borne equally by the Parties.
6.8 The City's obligation to fund all or any portion of the Grant is subject to and
contingent upon such funding continuing to be allowed and permissible pursuant to
applicable Florida law, as same may be amended from time to time. In the event
that City's performance and obligation to the Friends with respect to the Grant is
rendered impossible by applicability of law(s), then the Parties agree that City's
obligation shall be extinguished, and that neither Party shall have any further
liability to the other with respect to the Grant.
6.9 In the event that the City or the Friends institutes any action or suit to enforce the
provisions of this Agreement,the prevailing party in such litigation shall be entitled
to reasonable costs and attorney's fees at the trial, appellate and post judgment
levels. This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida. The City and the Friends agree to submit to service of
process and jurisdiction of the State of Florida for any controversy or claim arising
out of or relating to this Agreement or a breach of this Agreement. Venue for any
court action between the parties for any such controversy arising from or related to
this Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade
County, Florida, or in-the United States District Court for the Southern District of
Florida, in Miami-Dade County, Florida.
6.10 Any notice, consent or other communication required to be given under this
Agreement shall be in writing, and shall be considered given when delivered in
person or sent by facsimile or electronic mail (provided that any notice sent by
facsimile or electronic mail shall simultaneously be sent personal delivery,
overnight courier or certified mail as provided herein), one business day after being
sent by reputable overnight carrier or 3 business day after being mailed by certified
mail, return receipt requested, to the parties at the addresses set forth below (or at
such other address as a party may specify by notice given pursuant to this Section to
the other party):
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To City: To The Friends:
City of Miami Beach Friends of the Bass Museum, Inc.
1700 Convention Center Drive 2121 Park Avenue
Miami Beach, FL 33139 Miami Beach, FL 331
Attn: City Manager Attention: Silvia Karman Cubina
Executive Director and Chief Curator
Copy to:
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
Attn: Tourism & Cultural Dev. Director
6.11 Force Majeure. Whenever a period of time is herein prescribed for the taking
of any action by a Party hereunder (including, without limitation, the time periods
prescribed under Article 2 hereof for payment of a Requisition, such Parry shall not
be liable or responsible for any delays(including, without limitation, any delay by
the City in making a Requisition payment, nor shall such Party be obligated to
perform hereunder, nor deemed to be in default hereunder, if the required action or
performance of a Party is prevented due to strikes, riots, acts of God, shortages of
labor or materials,war, governmental laws, regulations or restrictions, or any other
cause whatsoever beyond the control of such Party.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, the Parties or their duly authorized representatives
hereby execute this Grant Agreement on the date written below.
WITNESSES: CITY OF MIAMI BEAC FLORIDA, a
municipal c rporation of t e State of Florida
By:
Print Name: 114-T601 &4CDtk Jimm L. Morales, City Manage
INCORP ORATED:
ATTEST:
H2
By:
Print Name: 6G r Raf el E. Granado, ity lerk
STATE OF FLORIDA )
)ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of
by Jimmy L. Morales, as City Manager, and Rafael E. Granado, as City
Clerk of the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation of the State
of Florida, on behalf of such municipal corporation. They are personally known to me or
produced valid Florida driver's licenses as identification.
My commission expires:
Public, Stat4oforida
Print Name: ��_ Ml1�A r.�ilal+l
FERNANDA SILVA
. .:
;; MY COMMISSION#FF 155332
s� EXPIRES:August 27,2018
7 ...•�,
Bonded rnru Notary Public underwritero
APPROVED AS TO
FORM & LANGUAGE
&F EXECUTION
City Attorn&rl jtiM Dote
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IN WITNESS WHEREOF, the Parties or their duly authorized representatives
hereby execute this Grant Agreement on the date written below.
WITNESSES: FRIENDS OF THE BASS
MUSEUM, INC., a not-for-profit
corporation
By:
Print e: ZC t George in man
President
P 10 Name:
STATE OF FLORIDA )
)ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this ,5 day of
a0li by George Lindemann, as President of Friends of the Bass Museum,
Inc., a not-for-profit Florida corporation, on behalf of such corporation. They are
personally known to me or produced valid Florida driver's licenses as identification.
My commission expires:
Notary- ublic, State pf Florida
Print Name: Au a l e k i s �o,u i,>> t l
,�N••Y p►.,, A BONVINI
ue`4+�; Notary Public-State of Florida
• My Comm.Expires Mar 4.2016
Commission#EE 175487
Bonded Through National Notary Assn.
14
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WITNESSES: FRIENDS OF THE BASS
MUSEUM, INC., a not-for-profit
torpor on
Print Name: _ Lida Rodrigue eff,
Secretary
Print ame: • //,a*o
STATE OF FLORIDA )
)ss:
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this Zd day of
by Lida Rodriguez-Taseff,as Secretary of Friends of the Bass Museum,
Inc., a not-for-profit Florida corporation, on behalf of such corporation. They are
personally known to me or produced valid Florida driver's licenses as identification.
My comm' s'
"""'� STEPHANIE BUGLIARD Not y Public, State Florida
.%, Pu;`0, Public.state of Florida
�� Notary a,207 Print Name: I"
•' My Comm Expires Jun
#FF 024082
commission
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EXHIBIT 661)"
RESOLUTION OF DISPUTES
Without limiting Article 4 herein, any disputes relating to any partial payment or
Requisition shall be governed by the following dispute resolution guidelines:
A. Any claim, question, difficulty or dispute which cannot be resolved by
mutual agreement of City and the Friends shall be submitted to the
Architect in writing within ten(10)days of the discovery of the occurrence.
Unless a different period of time is set forth herein, The Architect shall
notify the Friends and the City in writing of the decision within ten (10)
days from the date of the submission of the claim, question, difficulty or
dispute, unless the Architect requires additional time to gather information
or allow the parties to provide additional information. Any request for
additional time shall extend the time of substantial completion as between
City and the Friends for an equal period of time. All nontechnical
administrative disputes shall be reasonably determined by the City Manager
or his designee pursuant to the time periods provided herein. During the
pendency of any dispute and after a determination thereof, the Friends and
the City shall act in good faith to mitigate any potential damages including
utilization of construction schedule changes and alternate means of
construction.
B. In the event the determination of a dispute under this Article is unacceptable
to either parry hereto, the party objecting to the determination must notify
the other party in writing within twenty-one (2 1) days of receipt of the
written determination. The notice must state the basis of the objection and
must be accompanied by a statement that any price adjustment claimed is
the entire adjustment to which the objecting party has reason to believe it is
entitled to as a result of the determination, if such amount is reasonably
calculable at such time. Within sixty (60) days after receipt of written
determination as provided in this section, the parties may participate in
mediation to address all objections to any determinations hereunder and to
attempt to avoid litigation. The mediator shall be mutually agreed upon by
the parties. The mediation shall be non-binding.
C. Pending final resolution of a claim, including mediation, unless otherwise
agreed in writing, the Friends and General Contractor shall proceed
diligently with performance of this Agreement and the City shall continue
to make payments in accordance with this Agreement. In no event shall
City be required to make any partial payments or Requisitions under this
Agreement, which are not part of the Museum Improvement Costs and
which are not properly payment,in accordance with the requirements of this
Agreement.
19
D. Any mediator used shall be certified in accordance with Florida law.
Mediation will be conducted in Miami-Dade County.
E. The City and the Friends shall not be required to submit to arbitration any
claim or dispute arising out of,or in connection with,this Agreement unless
the City and the Friends hereafter agree in writing to arbitrate that particular
dispute. During the pendency of any dispute, by mediation, litigation or
arbitration (if mutually agreed), provided the City has paid all monies due
on non-disputed items, the Friends and General Contractor shall proceed
with the work in connection with the Museum Improvements, without
prejudice to any of their rights, notwithstanding the pendency of any such
dispute resolution proceeding, unless otherwise agreed by the City and
General Contractor in writing.
20
EXHIBIT "E-1"
21
Exhibit E-1
I
AUTHORIZED SIGNATURE FORM
Date: I
Grantee: i
Contact Name: I '
Contact Phone&E-Mail:
{
This firm certifie the names, title, and signatures of individuals authorized by the Grantee to sign contracts,
and requests For: scope changes, budget revisions, advances, reimbursements, and any other requests that may j
be required by the City of Miami Beach for the disbursement of funds. 'These signature authorizations are I
retained by the City of Miami Beach for auditing purposes. Entities are required to submit updates to this list
as they become necessary.
w
Names(please type ori2rint1 Title_(please type or-print Signature
Contracts&Subcontracts
i
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Requests for Scope Changes
Requests for Budget Revisions
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Requests for Advances&Reimbursements
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t'lt'.lsc'illUt)il!!h15 dorm with or bt fore your firs!r:-(p4 st fvr are a�lvarure or .rf;lmburs?-'tr enr.
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EXHIBIT 66E-2"
_22
Exhibit E-2
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PLEASE SUBMIT THIS FORM ON GRANTEE LETTERHEAD
f Reimbursement Request
Date:
i !
Tourism,Culture and.Economic Development Department
! Office of Capital lmprovemenrs
Attn: Max Sklar, Director y
1755 Meridian Avenue, Suite 500
I
Miami Beach, FL 33139
Attached please find the required recmbursemen: forms requesting payment in the amount of
!
S for the following:
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Project Name&Project Number Amount I
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1 certify that all the attached documents have not been previously reimbursed or submitted for payment and
I chat all of the expenditures comply with the terms and conditions of the Grant Agreement between the City of
Miami Beach and Bass Museum, Inc., dated and have attached our monthly
! report providing the iatest project update.
Sincerely,
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I
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Authorized Signature Title Date
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EXHIBTT "E-3"
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