2018-30172 ResolutionRESOLUTION NO, 2018 -30172
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE LETTER AGREEMENT WITH THE
FRIENDS OF THE BASS MUSEUM OF ART, INC., (THE FRIENDS)
SUBSTANTIALLY IN THE FORM ATTACHED TO THE COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION, TO MEMORIALIZE
THE PARTIES' RESPECTIVE OBLIGATIONS WITH REGARD TO CERTAIN
MANAGEMENT AND OPERATION RESPONSIBILITIES OF THE MUSEUM
THROUGH SEPTEMBER 30, 2018; AND FURTHER, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE THE FINAL LETTER
AGREEMENT WITH THE FRIENDS, SUBJECT TO REVIEW AND FORM
APPROVAL BY THE CITY ATTORNEY.
WHEREAS, the Bass Museum (Museum) was established from its inception as a strong
public /private partnership through a contractual agreement entered into in 1963 between the City
of Miami Beach (City) and John and Johanna Bass, whereby the City accepted the gift of the art
collection of John and Johanna Bass (the Collection), in exchange for making the Collection open
and available to the public in a building maintained by the City (the 1963 Agreement and all
subsequent amendments thereto are hereinafter referred to as the "1963 Bass Agreement "); and
WHEREAS, the 1963 Bass Agreement, requires the City to maintain the Bass Collection
in perpetuity; provide for the exhibition of the Collection; keep it open and available to the public;
and provide funding for the maintenance and exhibition of the Collection; and
WHEREAS, the City fulfills this obligation by funding the operational elements of the Bass
Museum and maintaining the building, which is a City asset; and
WHEREAS, on March 10, 2010, the City Commission adopted Resolution No. 2010-
27349 which approved an Amended and Restated Bass Museum Agreement between the City
and Dennis Alan Richard (as successor in interest to John and Johanna Bass); and
WHEREAS, the Amended and Restated Agreement was intended to replace and
supersede the 1963 Bass Agreement, and, among other things: (1) reaffirmed the city's continual
obligation to fund the administration, operation and maintenance of the Collection at the Museum
building, under the current name, "The Bass Museum of Art "; (2) provided guidelines for the
maintenance of the Museum building; (3) confirmed governance of the Museum pursuant to an
independent 501(c)3 corporation, the Friends of the Bass, Inc. (the "Friends "), through its board
of directors, with the City Manager holding one of the seats on the board and twenty percent
(20 %) voting power; and (4) established oversight by an independent executive director; and
WHEREAS, since 2009, the City has approved Resolution Nos. 2009- 27089, 2009 - 27216,
2010- 27505, 2011- 27757, 2012- 28027, 2013- 28363, 2014 - 28764, 2015- 29168, and 2016- 29689,
all with corresponding letter agreements, whereby the City agreed to appropriate and transfer
budgeted operating funds for the Museum, in consideration of the Friends' agreement to
undertake certain management and operational responsibility (on behalf of the City) for the
Museum; and
WHEREAS, as part of the Fiscal Year (FY) 2017/18 budget, the Mayor and City
Commission approved $651,000 for the Friends to continue to provide certain oversight and
management responsibilities relative to the Bass Museum through September 30, 2018;
WHEREAS, the Administration recommends that the City Commission approve, in
substantial form, the Letter Agreement attached and incorporated herein by reference as Exhibit
"A" hereto, and authorize the City Manager and City Clerk to execute the final Letter Agreement,
in the form approved by the City Attorney.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH FLORIDA that the Mayor and City Commission
hereby approve the Letter Agreement with the Friends of the Bass Museum of Art, Inc., (the
friends) substantially in the form attached to the Commission Memorandum accompanying this
Resolution, to memorialize the parties' respective obligations with regard to certain management
and operation responsibilities of the Museum through September 30, 2018; and further, authorize
the City Manager and City Clerk to execute the final letter agreement with the Friends, subject to
review and form approval by the City Attorney.
PASSED and ADOPTED this /1/ day of Februart, 2018.
ATTESTED BY:
RAFAEL E. GRA
DAN GELBER, MAYOR
APPROVED AS i "v
FORM & LANGUAGE
& FOR EXECUTION
City
orney A.1a10 Date
M
AM
BEACH
Resolutions - C7 M
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: February 14, 2018
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING THE LETTER AGREEMENT WITH THE
FRIENDS OF THE BASS MUSEUM OF ART, INC., (THE FRIENDS)
SUBSTANTIALLY IN THE FORM ATTACHED TO THE COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION, TO MEMORIALIZE THE
PARTIES' RESPECTIVE OBLIGATIONS WITH REGARD TO CERTAIN
MANAGEMENT AND OPERATION RESPONSIBILITIES OF THE MUSEUM
THROUGH SEPTEMBER 30, 2018; AND FURTHER, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE THE FINAL LETTER AGREEMENT
WITH THE FRIENDS, SUBJECT TO REVIEW AND FORM APPROVAL BY THE
CITYATTORNEY.
RECOMMENDATION
Adopt this Resolution.
ANALYSIS
The Bass Museum was established from its inception as a strong public /private partnership through a
contractual agreement entered into 51 years ago when the City accepted the gift of the art collection
of John and Johanna Bass. This agreement stipulates that the City will "maintain the collection in
perpetuity...provide for the exhibition of the collection, keep it open and available to the public," and
provide basic funding for the maintenance and exhibition of the collection. The City fulfills this
obligation by funding the operational elements of the Museum, and maintaining the building, which is
a City asset. The agreement further stipulated that the Bass Museum, as an operating entity, should
be overseen by a Board of Trustees with responsibility for Museum policies and procedures, as well
as day -to -day management through the staff it employed. With respect to the Executive Director, the
Parties acknowledge and agree that, notwithstanding any provision to the contrary in the Bass
Agreement, at the request of the Friends, the City has continued to employ the Executive Director as
a City employee, to accommodate the Director's pre- existing pension and related benefits.
In addition to the City and the Board of Trustees, a third entity has existed to promote and further the
mission of the Bass Museum of Art: The Friends of the Bass Museum, Inc. This private and separate
501(c) 3 organization was established in 1978 as the membership and fundraising arm of the
Museum. The President of the Friends chairs the Board of Trustees. The Friends' Board of Directors
served as advisory to the Trustees, advocated and raised funds for the Museum, and sponsored
Museum programs, which included all special exhibitions and educational programs. The Museum's
membership, education, development and marketing efforts were realized by employees of the
Friends of the Bass Museum. Thus the current Museum staff consists of City employees (both
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classified and unclassified) and Friends employees, with substantial differences in benefits and pay
scales.
The Administration began working with the Museum's staff and Boards to streamline the current
governance model and to standardize employment practices. The need for a modification of the
Museum' s governance structure was also identified through a Strategic Planning Process and Peer
Review. While the City remains fully committed to the Bass Museum and its success, both the
Administration and the Museum felt that the City can continue to fulfill its contractual obligations
without having actual City employees working at the Museum, while funding for the Museum may be
better allocated if the Museum is able to function independent of certain City processes and
contracts. To this end, two recently- vacated City positions at the Bass, the Assistant Director and
Curator, have been filled as employees of the Friends. The objective is to transition all Bass Museum
positions to the Friends of the Bass over time, which will allow for significant savings to the City in
salaries and benefits (especially pension). Additional savings in certain operational line items have
also been identified.
At the June 3, 2009, City Commission Meeting, Resolution No. 2009 - 27089 was approved, which
authorized the transfer of $137,000 to the Friends of the Bass Museum. In addition to providing them
with direct oversight and management of these operational issues, this also allows the Friends to
pursue potential savings by using non -City contracts for services such as carpet cleaning or for the
purchase of office supplies, for example. This action also began the process of transitioning much of
the day -to -day administration and oversight to the Friends. This was an important step in moving
towards increased simplification of the Museum's governance structure, which has been considered
essential for the future well -being of the institution and was included in the Museum's own five -year
strategic plan.
Concurrent with the above, in August 2009, the Administration, the testamentary representative of the
Bass Family, and representatives of the Friends, developed a new governance model for the
Museum, which included an overhaul of the existing by -laws of the Friends, culminating in
reconstituting that 501(c) 3 nonprofit organization as the Bass Museum of Art, Inc. (which entity
replaced the Friends as the new governing entity for the Museum).
On March 10, 2010, the City Commission adopted Resolution No. 2010 -27349 amending the
agreement between the City and Dennis Alan Richard (as Successor in Interest to John and
Johanna Bass). This new Agreement, among other things, replaced both the existing Bass Board of
Trustees and the Friends of the Bass Museum, Inc., with the Bass Museum of Art, Inc., a 501 (c)3,
composed of actual stakeholders (as opposed to the then current Board of Trustees, who maintained
their seats by virtue of their contractually designated positions under the 1963 Agreement). The City
Manager retained membership on the new governing board, with voting power equivalent to 20% of
the membership of the Board, comparable to the City Manager's representation on the previous
Board of Trustees. The day -to -day responsibility to ensure the City's contractual obligations to
maintain the Collection would be handled by this new governing body through a separate
management agreement with the City.
Following the June 3, 2009 resolution, in, funding for the Bass Museum has been appropriated
through the annual budget process each year, and subsequently authorized by a resolution
authorizing the Manager to enter into a letter agreement with the Bass Museum for the amount
appropriated through the budget process. Resolution No. 2009 -27216 was approved, authorizing the
allocation of $512,000 to the Friends of the Bass Museum, to fund certain operating expenses for
Fiscal Year 2009/10. The City Commission approved similar resolutions in each fiscal year,
increasing each year to $651,000 in FY 2013/14.,
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FY 2009/10
$ 512,000
FY 2010/11
$ 536,495
FY 2011/12
$ 623,391
FY 2012/13
$ 585,501
FY 2013/14
$ 651,000
FY 2014/15
$ 651,000
FY2015/16
$ 651,000
FY 2016/17
$1,201,000* to assist with opening of Bass
FY 2017/18
$ 651,000
The City has been funding the Bass Museum at the $651,000 level annually since FY 2013/14.
Similar to the previous resolutions, the Administration is seeking enter into a letter agreement with to
the Bass Museum of Art, Inc. for $651,000 appropriated through the FY 2017/18 budget process for
salary & operating expenses. The 2017/18 annual agreement is attached here as Exhibit A.
The funding amounts noted above exclude salaries and other internal charges which currently total
$310,000 and $373,000 respectively, and $683,000 in total which are paid directly by the City for a
total of $1,334,000 in City funding for the Bass Museum.
The total operating budget for the Bass Museum as presented by the Friends of the Bass is
$3,008,782.58, excluding the direct City payments (attached as Exhibit B). The Bass Museum
contends that the City's annual funding responsibility under the agreement is significantly higher than
the current $651,000 allocation. It is reasonable to assume that necessary funding levels have
increased since 2013, and staff is currently working through the process with the Bass to determine a
methodology for calculating and evaluating current needs which we hope to present as part of the FY
2018/19 budget development process.
The City's annual contribution of $651,000 will be used to cover the following operating costs and is
attached with further detail as Exhibit C:
Administrative Costs
$ 206,210
Facilities Costs
$ 256,500
Permanent Collection Costs
$ 180,290
Marketing Costs
$ 8,000
Total
$ 651,000
Further, the letter agreement with the Bass Museum of Art, Inc. delineates the responsibilities the
Bass Museum of Art, Inc. would be required to meet in exchange for the funding.
CONCLUSION
The Administration recommends approving the annual agreement with between the City and the
Friends of the Bass Museum, Inc.
KEY INTENDED OUTCOMES SUPPORTED
Enhance Cultural and Recreational Activities
FINANCIAL INFORMATION
Funding is available in the FY 17/18 General Fund, Bass Museum of Art Budget.
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Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
Exhibit A Draft Lette Agreement
�
Exhibit B- Bass Operating Budget FY 17-18
o
Exhibit C' Bass Allocation of City Funding
• Bass Letter Agreement Reso
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City of Miami Reach, 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
February 14, 2018
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,
2017 to September 30, 2018.
Dear Mr. Lindemann,
The following letter agreement (the Letter Agreement or Agreement) shall confirm the
understanding between the City and the Friends (each, a "Party, or collectively, the
"Parties "), 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, 2017 (Commencement Date) and
terminating on September 30, 2018 (the Term).
Background Regarding the Parties' Overall Support for the Bass Museum
This Letter Agreement represents a portion of each Party's contribution to the overall
support of the Bass Museum and its programs, operations and facilities. Specifically, in
addition to the contribution set forth in this Letter Agreement, during FY2017 -18 the City
shall continue to, among other commitments and contributions to the Bass Museum:
(i)
fund certain the salaries and benefits of two positions (as City employees)
separately;
(ii) provide for certain maintenance and repairs for the Museum building to be
performed directly by the City through its Property Management
Department, with any such repairs to be determined by the City in its
reasonable discretion, with input from the Friends as to any applicable
accreditation - related facility requirements;
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provide staff resources from time to time for the benefit of the Museum
(such as Capital Improvements Office staff assistance in connection with
the Bass Museum renovation project); and
(iv) provide separate grants from time to time for specified purposes, such as a
pending grant in the amount of $100,000 for the purchase of outdoor cafe
furniture, and a pending grant from the City's Cultural Arts Council for
$26,724.
Similarly, in addition to undertaking the management and operational responsibilities set
forth herein, this Letter Agreement represents a portion of the significant support the
Friends provides for the benefit of the Bass Museum, which support serves to enhance
the cultural offerings available at the Bass Museum, including funding for temporary
exhibitions at the Museum, fundraising activities, communications and public relations,
and educational programming, the expenses for which are solely funded by the Friends,
from funding sources other than the City funding provided for herein.
Administration, Operation and Maintenance of the Collection and the Building
In addition to the above - referenced support provided by the Friends for the benefit of the
Bass Museum, 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 Attended 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).
• 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.
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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.
City's Contribution for the Services
The City agrees to pay the Friends the total amount of $651,000 for FY2017 -18 for the
Services, which funds shall be used solely for expenses relating to the administration,
operation, and maintenance of the Collection and the Museum building, as provided in
the budget set forth in Exhibit A attached hereto ( "Budget "). The Budget, which the City
and Friends have mutually reviewed and approved, represents a portion of the annual
operating budget of the Friends, and includes the categories of expenses related to the
Services that will be funded with the City's contribution, as outlined in this paragraph.
The City and Friends hereby agree and acknowledge that said Budget is adequate for the
provision of the Services for FY2017 -18. With respect to the expenses outlined in
Exhibit A, the Friends shall not exceed the Budget; which has been established at
$651,000.
City shall pay the Friends $326,000 to the Friends upon execution of this Letter
Agreement, with the remaining balance to be disbursed to the Friends following the
submission of supporting documentation reasonably acceptable to the City verifying that
City's contribution herein shall be solely used to defray costs related to the
administration, operation and maintenance of the Collection and the Museum building,
pursuant to the Budget. Such supporting documentation shall include a list of Friends
employees, with salary and benefit information, and other documents as may be
requested by the City.
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 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 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 hereby commit to participate in City's regular budget process, and agree to
submit a proposed budget request for FY2018 -19 no later than February 20, 2018, along
with supporting documentation as may be requested by the City, to permit the City to
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evaluate the Friends' funding request for FY2018 -19. In furtherance of the foregoing, the
Friends shall provide a line item budget to the City, identifying (i) proposed expenses to
be funded by the City, (ii) proposed expenses to be funded by the Friends, and (iii)
proposed expenses to be shared by the City and the Friends, along with a methodology
for the proportionate allocations to the City and the Friends, respectively, for shared
expenses. [Pending further discussions with the Friends]
The Friends shall pay all items of expense related to the Services (and subject to the
amount indicated in the approved 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;
• Vice- President of the Board;
• Secretary of the Board.
With respect to the Executive Director, the Parties acknowledge and agree that,
notwithstanding any provision to the contrary in the Bass Agreement, at the request of the
Friends, the City has cemtinued to employ the Executive Director as a City employee, to
accommodate the Director's pre - existing pension and related benefits.
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, and shall keep accurate
and complete books and records of all receipts and expenditures of City funds provided
pursuant to this Letter Agreement. Any financial records shall be maintained in
accordance with generally 'accepted accounting principles, for at least four (4) years
following the end of the fiscal year. 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.
Other Terms
The Friends agree to maintain an updated inventory of the works that form part of the
John and Johanna Bass Collection. As part thereof, the Friends agree to provide the City
with a list of any works that may have been acquired or donated in the name of the
Friends of the Bass, Inc., whether any such works have been formally accessioned into
the Bass Collection, and if accessioned, the date the work was accessioned as part of the
Bass Collection. With respect to any works for which title is held in the name of the
Friends of the Bass, Inc., the Friends agrees to provide the City with supporting
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documentation as to how the Friends propose to allocate the pro rata costs of the
maintenance, preservation, storage and insurance for any such works.
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 Museurn, Inc.
Attn: Silvia Darman Cubina
Executive Director /Chief Curator
2100 Collins Avenue
Miami Beach, Florida 33139
305- 673 -7530
As part of City's obligation to monitor and evaluate the expenditure of public funds as
contemplated by this Agreement, the City's contract administrator and /or other City
representatives may visit the Bass Museum and /or otherwise observe its programs,
procedures, and operations. As part thereof, the Friends agree to provide notice to the
City's contract administrator of meetings of the Board of Directors and its Executive
Committee, to facilitate the City Manager's participation as a voting member thereof
pursuant to the Bass Agreement.
The Friends shall maintain its good standing in accordance with the laws of the State of
Florida and the City of Miami Beach Code of Ordinances ( "City Code "), and shall
comply with any federal, state or local laws applicable to the Friends or the conduct of its
operations, including, without limitation, maintaining its exempt organization status
pursuant to the Internal Revenue Code, obtaining any business tax receipt(s) that may be
required for any business activity conducted in Miami Beach, timely making payment of
all taxes, fees or charges that may be due to the City of Miami Beach, if any is required.
Friends shall promptly take corrective action to correct any notice of violation issued by
any governmental agency with jurisdiction over Friends. Further, the Friends agree to
comply with the terms and conditions of any contract or other grant agreement that
Friends may have separately entered into with the City of Miami Beach,
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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 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:
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TO FRIENDS:
TO CITY:
Friends of the Bass Museum, Inc.
Attn: George Lindemann
President
2100 Collins Avenue
Miami Beach, Florida 33139
(305) 673 -7530
City of Miami Beach
Tourism, Culture and Economic Development
Eva Silverstein
Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673 -7577
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 represent, warrant and covenant 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.
Neither party may assign this Agreement.
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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 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 ernployee 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
Rafael E. Granado, City Clerk
Jimmy L. Morales, City Manager
Date
Attest: FRIENDS OF THE BASS MUSEUM,
INC., a Florida not - for - profit corporation
Secretary George L. Lindemann, President
Date
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Exhibit A
The current FY18 operating budget for the Bass currently totals $3,008,782.58 The
City's annual contribution of $651,000 will be used to cover the following operating costs,
as detailed below:
Administrative Costs
$ 206,210
Facilities Costs
$ 256,500
Permanent Collection Costs
$ 180,290
Marketing Costs
$ 8,000
Total
$ 651,000
Page 9 of 11
Page 722 of 1270
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
Bodily Injury
Property Damage
$1,000,000 per person
$1,000,000 per accident
$ 500,000 per accident
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.
FireInsurance 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 1 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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Page 723 of 1270
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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8:11 AM
01/09/18
Accrual Basis
BASS MUSEUM OF ART, INC
FY17 -18 Operating Budget
October 2017 through September 2018
Oct '17 Sep 18
Ordinary Income /Expense
Income
Total Contributions & Membership 945,000.00
Earned Income
Admissions 125,000.00
Education Fees 118,000.00
Facility Rental 200,000.00
Other Misc Income /Reimbursement 21,749.58
Total Earned Income 464,749.58
Gift Shop 100,000.00
Grants.
Corporate Income 308,575.00
Endowment Income 100,000.00
Foundation Income 66,500,00
Total Government Grants 1,023,958.00
Total Grants 1,499,033.00
Total Income 3,008,782.58
Gross Profit 3,008,782.58
Expense
01 Administrative Costs
Accounting 7,000.00
Audit 17,000,00
Bank Charges and Operating Fees
Bank Charges 1,000.00
Merchant Fees 20,000.00
Payroll Taxes 120,000.00
Regis HR & Benefits Management 20,000.00
Total Bank Charges and Operating Fees 161,000.00
Credit Card Finance Charges 1,000.00
Depreciation Expense 20,000.00
Dues & Subscriptions 12,000.00
Insurance 35,500.00
Internet Access & Telephones 15,000.00
Licenses and Permits 1,500.00
Miscellaneous Expense 500.00
Office Supplies 38,000.00
Professional Development 15,000.00
Telephone 3,140.00
Salaries Admin 380,183.00
Total Administrative Costs 706,823.00
02 Facilities Costs
Contract Labor - Facilities 2,000.00
Electricity 90,000.00
Floor Mats 900.00
HVAC Supplies 1,000.00
Information Technology 65,000.00
Lighting 19,000.00
Page 725 of 1270
Page 1 of 2
8:11 AM
01/09/18
Accrual Basis
BASS MUSEUM OF ART, INC
FY17 -18 Operating Budget
October 2017 through September 2018
Oct '17 - Sep 18
Repairs & Maintenance 5,000.00
Security 5,600.00
Signage 4,500,00
Supplies 15,000.00
Salaries Facilities 84,680.00
Total 02 Facilities Costs 292,680.00
03 Development Costs 235,560.00
04 Public Programs 181,962,00
05 Exhibition Costs 647,625.00
06 Permanent Collection Costs
Contract Labor - Permanent Coll 8,700.00
Equipment Rental 1,000.00
Insurance 1,000.00
Shipping 10,000.00
Signage 1,100.00
Software 2,490.00
Storage 60,300.00
Supplies 2,500.00
Travel 1,500.00
Salaries - Collection 117,605.00
Total 06 Permanent Collection Costs 206,195.00
07 Education Costs 251,785.56
08 Marketing Costs 456,152.00
09 Gift Shop Costs
Merchandise 25,000.00
Total 09 Gift Shop Costs 25,000.00
Total Expense 3,003,782.56
Net Ordinary Income 5,000.02
Other Income /Expense
Other Income
Interest Income 5,000.00
Total Other Income 5,000.00
Net Other Income 5,000.00
Net Income 10,000.02
Page 726 of 1270
Page 2 of 2
8:11 AM
01/09/18
Accrual Basis
BASS MUSEUM OF ART, INC
FY17 -18 Operating Budget (CMB Funds)
October 2017 through September 2018
CMB
Expense
01 Administrative Costs
Accounting 0.00
Audit 0.00
Bank Charges and Operating Fees
Bank Charges 0.00
Merchant Fees 0.00
Payroll Taxes 0.00
Regis HR & Benefits Management 0.00
Total Bank Charges and Operating Fees 0,00
Credit Card Finance Charges 0.00
Depreciation Expense 0.00
Dues & Subscriptions 0.00
Insurance 0.00
Internet Access 10,000.00
Licenses and Permits 0.00
Miscellaneous Expense 0.00
Office Supplies 1,000.00
Professional Development 0.00
Telephone 3,000.00
Salaries Admin
Assistant to the Director
Health Insurance 7,000.00
Salary 42,000.00
Total Assistant to the Director 49,000.00
Deputy Director
Health Insurance 7,000.00
Salary 90,000.00
Total Deputy Director 97,000.00
Guest Services Associates (PT)
Salary 35,000.00
Total Guest Services Associates (PT) 35,000,00
Operations Manager
Health Insurance 0.00
Salary 11,210.00
Total Operations Manager 11,210.00
Salaries Admin 192,210.00
Total Administrative Costs 206,210.00
02 Facilities Costs
Contract Labor - Facilities 1,500.00
Electricity 85,000.00
Floor Mats 900.00
HVAC Supplies 1,000.00
Information Technology 45,000.00
Lighting 19,000.00
Repairs & Maintenance 5,000.00
Security 4,600.00
Signage 1,500.00
Page 727 of 1270
Page 1 of 3
8:11 AM
01/09/18
Accrual Basis
BASS MUSEUM OF` ART, INC
FY17 -18 Operating Budget (CMB Funds)
October 2017 through September 2018
CMB
Supplies 15,000.00
Salaries Facilities
Building Supervisor (PT)
Salary 37,000.00
Total Building Supervisor (PT) 37,000.00
Building Supervisor l
Health Insurance 7,000.00
Salary 34,000.00
Total Building Supervisor 1 41,000.00
Salaries Facilities 78,000.00
Total 02 Facilities Costs 256,500.00
Total 03 Development Costs 0.00
Total 04 Public Programs 0.00
Total 05 Exhibition Costs 0.00
06 Permanent Collection Costs
Contract Labor - Permanent Coll 0.00
Equipment Rental 0.00
Insurance 0.00
Shipping 0.00
Signage 0.00
Software 2,490.00
Storage 60,300.00
Supplies 0.00
Travel 0.00
Salaries Collection
Chief Preparator
Health Insurance 7,000.00
Salary 47,500.00
Total Chief Preparator 54,500.00
Registrar of Collections & Exh
Health Insurance 7,000.00
Salary 56,000.00
Total Registrar of Collections & Exh 63,000.00
Salaries - Collection 117,500.00
Total 06 Permanent Collection Costs 180,290.00
Total 07 Education Costs 0.00
08 Marketing Costs
Advertising, Design and Print
Advertising
Banners 3,000.00
Offline 0.00
Online 0.00
Advertising 3,000.00
Photographer 0.00
Printing 0.00
Website 5,000.00
Total Advertising, Design and Print 8,000.00
Contract Labor - Marketing 0.00
Page 728 of 1270
Page 2 of 3
8:11 AM
01/09/18
Accrual Basis
BASS MUSEUM OF ART, INC
FY17 -18 Operating Budget (CMB Funds)
October 2017 through September 2018
CMB
Marketing 0.00
Salaries - Marketing 0.00
Total 08 Marketing Costs 8,000.00
09 Gift Shop Costs
Merchandise 0.00
Total 09 Gift Shop Costs 0.00
Total CMB Expense 651,000.00
Total Operating Budget 3,003,782.56
Page 729 of 1270
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