Agreement with the Friends of the Bass Museum, Inc. 016 - a q6 g9
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bEACH
City of Miami Beach. 1700 Convention Center Drive.Miami Beach, FL 33139 Tel.305-673-7010 Fax:305-673-7782
Jimmy Morales, City Manager
Tel. 305-673-7010, Fax: 305-673-7782
December 14, 2016
•
George Lindemann, President
Friends of the Bass Museum, Inc.
2121 Park Avenue
Miami Beach, Florida 33139
Re: Agreement between the City of Miami Beach, Florida (the City) and the
Friends of the Bass Museum, Inc. (the Friends) for the Continued
Management and Operation of the Bass Museum of Art from October 1,
2016 to September 30,2017.
Dear Mr. Lindemann,
The following letter agreement (the Letter Agreement or Agreement) shall confirm the
understanding between the City and the Friends, with regard to the Friends' agreement to
continue providing certain management and operational responsibilities at the Bass
Museum of Art , located at a building (the Bass Museum building) owned by the City,
having a street address of 2121 Park Avenue, Miami Beach, Florida (hereinafter the Bass
Museum or the Museum), for a term commencing, retroactively, on October 1, 2016
(Commencement Date) and terminating on September 30, 2017 (the Term).
Throughout the Term, the Friends agree to provide the following services in support of
the ongoing management and operation of the Bass Museum (hereinafter, such services.
are collectively referred to as the Services):
• Administer, operate, and maintain the John and Johanna Bass Collection (the
Collection), as contemplated pursuant to the terms and conditions of that certain
agreement between the City and John and Johanna Bass, dated July 8, 1963, as
amended (the "1963 Bass Agreement"); as amended and restated on March 31,
2010 by that certain Amended and Restated Agreement between the City and
Dennis Alan Richard, as successor in interest to John and Johanna Bass (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 represent to the City that, prior to the commencement of the Term, its
authorized representatives have inspected the Bass Museum building; accordingly, the
Friends hereby accept the building "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 $ 1,201,000.
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 be 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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e 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:
City of Miami Beach
Tourism, Culture and Economic Development
Attn: Brandi Reddick
Cultural Affairs Program Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
305-673-7577
For the Friends:
Friends of the Bass Museum, Inc.
Attn: Silvia Karman Cubina
Executive Director/Chief Curator
2100 Collins 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
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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 the
execution of this Letter of 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 the insurance requirements set forth in the attached Exhibit B:
The Friends shall provide proof of the aforestated coverages to the City Manager, within
thirty (30) days of execution of this Letter of 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.
This Letter of 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:
TO FRIENDS: Friends of the Bass Museum, Inc.
Attn: George Lindemann
President
2100 Collins Avenue
Miami Beach, Florida 33139
(305) 673-7530
TO CITY: City of Miami Beach
Tourism, Culture and Economic Development
Attn: Vanessa Williams
Interim Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7577
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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.
Attest: CITY OF MIAMI BEACH, FLORIDA
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Raf,el E. Granado, Cit!�Q, •0 Al .•"G y L. •rales, City Manager
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Attest:
FRIENDS OF THE BASS MUSEUM,
INC.,a Florida not-for-profit corporation
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.ecretary George L. Lindem. n, 'reent
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Date
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EXHIBIT A
BUDGET
Salaries and Benefits $450,000
Exhibition Expenses $308,000
Education Expenses $ 179,000
Communications/Public Relations $ 100,000
Facilities and Security $ 100,000
Repairs and Maintenance $ 50,000
Other Operating Expenses $ 14,000
TOTAL $ 1,201,000
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EXHIBIT B
INSURANCE REQUIREMENTS
1. Friends shall maintain, at Friends'sole cost and expense, the following types of insurance
coverage at all times throughout the term of this Letter of Agreement:
A. Commercial General Liability Insurance, on an occurrence form, in the
amount of Two Million ($2,000,000) Dollars, per occurrence, for bodily
injury, death, property damage, and personal injury. This policy must
name the City of Miami Beach, Florida,as additional insured.
B. Workers Compensation Insurance shall be required under the Laws of
the
State of Florida and employer's liability insurance of not less than One
Million Dollars($ 1,000,000)per occurrence.
C. Automobile Insurance shall be provided covering all owned, leased, and
hired vehicles and non-ownership liability for not less than the following
limits, subject to adjustment for inflation (only if Friends provides
transportation services):
Bodily Injury $1,000,000 per person
Bodily Injury $1,000,000 per accident
Property Damage $ 500,000 per accident
D. All risks property insurance, containing a waiver of subrogation rights
which Friends' insurers may have against the CITY and against those for
whom the CITY is in law responsible including, without limitation, its
directors, officers, agents, and employees, and (except with respect to
Friends' chattels) incorporating a standard Florida mortgagee
endorsement (without contribution). Such insurance shall insure
property of every kind purchased and/or maintained at the Bass Museum
and the Premises, including the value of the Collection and all
improvements installed in the Premises, in an amount not less than the
full replacement cost thereof(new), with such cost to be adjusted no less
than annually. Such policy shall include as additional insureds the City
and its affiliates.
E. Fire Insurance shall be the responsibility of the City.
F. Any other form of insurance which the City requires, from time to time,
in form, in amounts, and for risks against which it would be prudent to
insure, in the City's sole discretion.
2. The policies of insurance referred to in the above paragraph I above shall not be subject
to cancellation or changing coverage, except upon at least thirty (30) days written notice to the
City,and then subject to the prior written approval of City Manager.
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3. Additional Insured Status. The City of Miami Beach must be covered as an additional
insured with respect to liability arising out of work or operations performed by or on behalf of
Friends.
4. Waiver of Subrogation. Friends hereby grant to City of Miami Beach a waiver of any
right to subrogation which any insurer of Friends may acquire against the City of Miami Beach
by virtue of the payment of any loss under such insurance. Friends agree to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City of Miami Beach has received a waiver of subrogation
endorsement from the insurer.
5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to the City of Miami Beach Risk
Management Office.
6. Verification of Coverage. Friends shall provide the required insurance
certificates, endorsements or applicable policy language effecting coverage required by
this Section. All certificates of insurance and endorsements are to be received prior to
any work commencing. However, failure to obtain the required coverage prior to the
work beginning shall not waive the Contractor's obligation to provide them. The City of
Miami Beach reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at any time.
7. Special Risks or Circumstances. The City of Miami Beach, in its sole discretion,
through the City Manager, reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
Certificate Holder
CITY OF MIAMI BEACH
c/o INSURANCE TRACKING SERVICES
1700 CONVENTION CENTER DRIVE
MIAMI BEACH,FL 33139
Compliance with the foregoing requirements shall not relieve the vendor of his liability and
obligation under this section or under any other section of this agreement.
8. Should Friends fail to obtain, maintain or renew the policies of insurance referred to
above, in the required amounts, the City may, at its sole discretion, obtain such insurance, and
any sums expended by the City in obtaining said insurance, shall be repaid by Friends to the City,
plus ten percent (10%) of the amount of premiums paid to compensate City for its administrative
costs. If Friends does not repay the City's expenditures within fifteen (15) days of demand, the
total sum owed shall accrue interest at the rate of twelve percent(12%) until paid and such failure
shall also be deemed an event of default hereunder.
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