Resolution 2018-30517 RESOLUTION NO 2018-30517
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) 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, 2019;
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, 2016-29689 and
2018-30172, 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)2018/19 budget, the Mayor and City Commission
approved $884,058 for the Friends to continue to provide certain oversight and management
responsibilities relative to the Bass Museum through September 30, 2019; and
WHEREAS, the Administration recommends that the City Commission approve 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.
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"), 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, 2019; 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 26th day of September 201
DAN GELBER, MAYOR
ATTEST:
74
RAFAEL E. GRAADO, CITY CLERK
APPROVED AS TO
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MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: September 26, 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) 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, 2019; 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.
RECOMMENDATION
Adopt this Resolution.
BACKGROUND
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 pronate 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
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Friends of the Bass Museum. Thus the current Museum staff consists of City employees (both
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 strearrdine 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 e>dsting 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, funding for the Bass Museum has been appropriated through
the annual budget process each year, and subsequently authorized by a resolution authoring 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 Convnission approved similar resolutions in each fiscal year, increasing each year
to$651,000 in FY 2013/14.
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FY2009/10 $512,000
FY 2010/11 $536,495
FY2011/12 $623,391
FY 2012/13 $ 585,501
FY 2013/14 $651,000
FY2014/15 $651,000
FY 2015/16 $651,000
FY 2016/17 $1,201,000* to assist with opening of Bass
FY 2017/18 $651,000
With the exception of FY 2016/17, the City has been funding the Bass Museum at the $651,000 level
annually since FY 2013/14. The Bass Museum contended that the City's annual funding
responsibility under the agreement was significantly higher than the $651,000 allocation. It was
reasonable to assume that necessary funding levels have increased since 2013. The proposed
$233,000 increase for the FY 18/19 Letter Agreement was calculated as a result of compounded
increases using the Cost Performance Index ("CPI") methodology for Miami-Fort Lauderdale-West
Palm Beach from 2009-2018. In 2009-2010, the City paid the majority of The Bass Museum of Art
salaries directly and began an annual allocation to The Bass Museum of Art to support operational
and collections expenses. Since this time, all but two positions, Executive Director and Administrative
Assistant, were transferred to the Friends of The Bass Museum of Art.
ANALYSIS
On July 20, 2018, the Finance and Citywide Projects Committee recommended a $233,000 increase
for the FY 18/19 Letter Agreement with the Friends of the Bass Museum of Art, Inc. for a total
allocation of$884,058.appropriated through the FY 2018/19 budget process.
As shown in the background section above, the Bass Museum funding has remained constant since
FY 2013/14 at $651,000 despite inflationary increases related to maintaining and exhibiting the
collection. The increase in funding recommended by FCWPC reflects the cost of living increases
since FY 2013/14. The 2018/19 proposed annual agreement is attached here as Exhibit A.
The funding amounts noted above exclude salaries ($319,000), ongoing capital expenses
($701,000), Cultural Arts Council Grant ($29,750) and other internal charges ($297,000) which
currently total $1,346,750 and are paid directly by the City for a total of$2,230,750 in City funding for
the Bass Museum, noted as follows:
Funding Description Amount
Capital Ongoing Purchase of Furniture for $100,000
Funded in FY 16/17 Outdoor Café- Bass
Museum Requested to delay
furniture purchase pending
outcome of pilot program
Capital Proposed FY 18/19 Roof Replacement $397,000
Capital Proposed FY 18/19 Freight Elevator $100,000
Capital Proposed FY 18/19 Administration Office $44,000
Flooring Replacement
Capital Proposed FY 18/19 Fire Pump Replacement $60,000
FY 18/19 Total Capital $701,000
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Ongoing and Proposed
Operational Proposed Internal Service $297,000
Charges for Central
Services, Property
Management, Fleet,
Insurance and IT
Operational Letter Agreement- $884,000
Management and Operation
of Bass Museum
Proposed$233,000 increase
is a result of compounded
increases in the CPI relating
to the period from 2009-
2018.
Operational Cultural Arts Council Grant $29,750
Operational Salaries (Executive $319,000
Di rector/Administrative
Assistant)
FY 18/19 Proposed $1,529,750
Operational
PROPOSED FY $2.230.750
18/19TOTAL
The total operating budget for the Bass Museum as presented by the Friends of the Bass is
$3,328,485 excluding the direct City payments(attached as Exhibit B).
The City's annual contribution of $884,058 will be used to cover the following operating costs
detailed as follows:
Administrative Costs $414,088
Facilities Costs $ 222,685
Permanent Collection Costs $ 244,035
Marketing Costs $ 3,250
Total $884,058
Further, the letter agreement with the Friends of 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
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Enhance Cultural and Recreational Activities
Legislative Tracking
Tourism, Culture and Economic Development
ATTACHMENTS:
Description
❑ Bass Letter Agreement FY 18/19
❑ Exhibit B Proposed FY 2018-19 Bass Operating Budget
o Resolution
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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
October 1,2018
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,
2018 to September 30,2019.
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, 2018 (Commencement Date) and
terminating on September 30,2019 (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 FY2018-19 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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(iii) 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
$29,750.
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 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).
• 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$884,058 for FY2018-19 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 FY2018-19. With respect to the expenses outlined in
Exhibit A, the Friends shall not exceed the Budget, which has been established at
$884,058.
City shall pay the Friends $442,029 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 FY2019-20 no later than February 20, 2019, 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 FY2019-20. 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 continued 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 33 139
305-673-7577
For the Friends:
Friends of the Bass Museum, Inc.
Ann: Silvia Karman 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: 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: Heather Shaw
Assistant 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 he 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
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
Page 8 of II
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Exhibit A
The current FY2018-19 operating budget for the Bass currently totals $3,328,485. The
City's annual contribution of$884,058 will be used to cover the following operating costs,
as detailed below:
Administrative Costs $ 414,088
Facilities Costs $ 222,685
Permanent Collection Costs $ 244,035
Marketing Costs $ 3,250
Total $ 884,058
Page 9 of 11
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EXHIBIT B
INSURANCE REQUIREMENTS
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.
B. 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.
Page 10 of 11
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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
do 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 accme interest at the rate of twelve percent(12%)until paid and such failure
shall also be deemed an event of default hereunder.
Page 11 of 11
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11:18 AM BASS MUSEUM OF ART, INC
04/05118
Accrual Basis FY18-19 Proposed Operating Budget
October 2018 through September 2019
City Friends
Ordinary Income/Expense
Expense
01 Administrative Costs
Accounting 7,500.00 7,500.00
Audit 8,000.00 8,00000
Bank Charges and Operating Fees
Bank Charges 0.00 500.00
Merchant Fees 000 25,000.00
Payroll Taxes 65,000.00 55,000.00
Regis HR B Benefits Management 7,126.00 12,874.00
Total Bank Charges and Operating Fees 72,126.00 93,379 00
Contract Labor-Administration 0 0 70,000.00
Credit Card Finance Charges 0.00 1,000.00
Depreciation Expense 0.00 12,000.00
Dues B Subscriptions 6,05000 6,450.00
Insurance
DSO 0.00 500.00
Liability Insurance 11 750.00 11,750 00
Volunteers 250.00 0.00
Worker's Comp 2,500.00 4,000.00
Total Insurance 14,500.00 16,250.00
Internet Access 9.000.00 9,000.00
Licenses and Permits 725.00 0.00
Meals 8 Entertainment 0.00 15 450.00
Miscellaneous Expense 0.00 1,000.00
Office Supplies
Equipment Rental 1,800.00 1,800 00
General Office Supplies 7,500.00 7,500.00
Postage 8 Delivery 9,000.00 9,000.00
Total Office Supplies 18,300.00 18,300.00
Professional Development 0.00 20,000.00
Telephone 3,590.00 0.00
Salaries Admin
Assistant to the Director
Health Insurance 3,975.00 0.00
Salary 45,000.00 0.00
Total Assistant to the Director 48,975.00 0.00
Deputy Director
Health Insurance 5,300.00 0.00
Salary 103,000.00 0.00
Total Deputy Director 108,300.00 0.00
Executive Director 0.00 125,168.00
Facility Rentals Coordinator
Salary 0.00 61,300.00
Page 312 of 366
Pagel of
11:18 AM BASS MUSEUM OF ART, INC
04105118
Accrual Basis FY18-19 Proposed Operating Budget
October 2018 through September 2019
City Friends
Total Facility Rentals Coordinator 0.00 61,300.00
Guest Services Associate(PT)
Salary 48,99525 61264 75
Total Guest Services Associate(PT) 48,995 25 61264 75
Operations Manager
Health Insurance 5,300.00 0.00
Salary 62,727 00 0.00
Total Operations Manager 68,027 00 000
Total Salaries Admin 274,297.25 247,732.75
Total 01 Administrative Costs 414,088 25 526,056 75
02 Facilities Costs
Accessibility 2,000.00 0.00
Contract Labor-Facilities 5,000.00 0.00
Electricity 50,000.00 35,000 00
Floor Mats 700.00 0.00
HVAC Supplies 0.00 0.00
Information Technology 70,000.00 12,000 00
Lighting 1,000.00 1,000.00
Repairs 8 Maintenance 2,000.00 0.00
Security
Alarm Monitoring 1200.00 0.00
Supplies 2,500.00 0.00
Total Security 3,700.00 0.00
Signage 2,000.00 0.00
Supplies
General Facilities Supplies 10,000.00 10,000.00
Total Supplies 10,000 00 10,000.00
Technology Project 0.00 39,500.00
Salaries Facilities
Building Supervisor I
Health Insurance 5,300.00 0.00
Salary 36,565.00 0.00
Total Building Supervisor I 41,865.00 0.00
Building Supervisor II
Health Benefits 5300.00 0.00
Salary 29,12000 000
Total Building Supervisor II 34,420.00 0.00
Total Salaries Facilities 76,285.00 0.00
Total 02 Facilities Costs 222,685.00 97,500.00
03 Development Costs 0.00 313,337.00
04 Public Programs 0.00 67,000.00
05 Exhibition Costs 0.0o 686,131.00
06 Permanent Collection Costs
Contract Labor-Permanent Collection
Page 313 of 366 Page 2 of 4
11:18 AM BASS MUSEUM OF ART, INC
04105118
Accrual Basis FY18-19 Proposed Operating Budget
October 2018 through September 2019
City Friends
Conservator 0.00 97,00000
Contract Labor Other 2,00000 0.00
Framer 0.00 000
Photographer 140000 0.00
Preparators 2,500.00 73,30000
Total Contract Labor-Permanent Collection 690000 170,300.00
Emergency Preparedness 2,50000 2,500.00
Equipment Rental 5,800.00 000
Fees 100000 0.00
General Expense 1,00000 0.00
Guards 24,322.00 45,668.00
Insurance 2,250.00 0.00
Shipping 10000.00 0.00
Signage 1,500.00 0.00
Software 1,370.00 0.00
Storage 60,000.00 0.00
Supplies 3,000.00 0.00
Travel 1,500.00 0.00
Salaries Collection
Chief Curator
Health Insurance 0.00 0.00
Salary 0.00 0.00
Total Chief Curator 0.00 0.00
Chief Preparator
Health Insurance 5,300.00 000
Salary 50,392.75 000
Total Chief Preparator 55,692 75 0.00
Registrar of Collections
Health Insurance 5,300.00 0.00
Salary 60900.00 0.00
Total Registrar of Collections 66,200.00 0.00
Total Salaries Collection 121,892.75 0.00
Total 06 Permanent Collection Costs 244,034.75 218,468.00
07 Education Costs 0.00 268,000.00
08 Marketing Costs
Advertising,Design and Print
Advertising
Banners 3,000.00 11,800 00
Offline 0.00 5,000.00
Online 0.00 53,600.00
Total Advertising 3,000.00 70400.00
Digital Materials 0.00 49,900.00
Printing 0.00 72,72000
Website 250.00 250.00
Page 314 of 366 Page 3 of 4
11:18 AM BASS MUSEUM OF ART, INC
04105118
Accrual Basis FY18-19 Proposed Operating Budget
October 2018 through September 2019
City Friends
Total Advertising,Design and Print 3250.00 193,270.00
Contract Labor-Marketing 0.00 110,000 00
Marketing Services 0.00 3,547.00
Salaries Marketing
Graphic Designer&Webmaster FT
Health Insurance 0.00 3,97500
Salary 0.00 40,000.00
Total Graphic Designer&Webmaster FT 0.00 43,975 00
PR&Marketing Coordinator 0.00 43,975 00
PR&Marketing Manager
Health Insurance 0.00 5,300.00
Salary 000 50,000.00
Total PR&Marketing Manager 0.00 55,300.00
Total Salaries Marketing 0.00 143,250.00
Total 08 Marketing Costs 3,250.00 450,067 00
09 Gift Shop Costs 0.00 22,000.00
Total Expense 884,058.00 2,648,559.75
Total Operating Expense 3,532,617.75
Page 315 of 366 Page 4 of 4