Letter to FRIENDS OF THE BASS MUSEUM ,INC DocuSign Envelope ID:9A345107-7794-4CA4-8165-87A6AF78A050 2 o2® - 3 i 4-119
MIAMI 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
October 14,2020
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 1,2020
to September 30,2021.
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, retoactively, on October 1, 2020 (Commencement Date) and
terminating on September 30,2021 (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 FY2020-21 the City
shall continue to, among other commitments and contributions to the Bass Museum:
(1) 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) provided 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 FY2020-21 grant from the City's Cultural Arts Council for$26,600
and a Cultural Arts Council COVID-19 Emergency Relief Grant for
$83,1601.
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 nd 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$905,000 for FY2020-21 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 FY2020-21. With respect to the expenses outlined in Exhibit A, the
Friends shall not exceed the Budget, which has been established at$905,000.
City shall pay the Friends$452,500 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 FY2021-22 no later than February 21, 2021, along
with supporting documentation as may be requested by the City, to permit the City to
evaluate the Friends' funding request for FY2021-22. 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
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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 arc as follows:
• Executive Director;
• President of the Board;
• Vice-Presiden6f 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 documentation as to
how the Friends propose to allocate the pro rata costs of the maintenance, preservation,
storage and insurance for any such works.
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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 and Culture Department
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
As part of City's obligation to monitor and evaluate the expenditure of public funds as
contemplated by this iAgreement, 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 chargees 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.
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,
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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 ine1�ding 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 terms) 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
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DocuSign Envelope ID:9A345107-7794-4CA4-81 B5-87A6AF78A050
Miami Beach, Florida 33139
(305)673-7530
TO CITY: City of Miami Beach
Tourism and Culture Department
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 teas 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.
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,
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DocuSign Envelope ID:9A345107-7794-4CA4-81 B5-87A6AF78A050
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 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 orUnclassified 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, FLORIDA1 Diwoui
DocuSigned by: I-
6 aj6 2,, IAu{�0.W5
aperoa+w07000R
Raf I E. ranado, ity Clerk Jimmy L. Morales, City Manager
te,,, rf ,, 10/29/2020 1 11:36 AM EDT
;��>��•�-,�. ': Date
°II(0 p;,,o;TED
'''•.�
Attest: FRIENDS OF THE BASS MUSEUM,
INC.,a Florida not-for-profit corporation
/ I
Secretary George L. Lind• ann, P i• ident
10'2(0•2-02.0
Date
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
• �fr 9 I Z6 Exhibit A
City Attorney P Date Page 8 of 11
DocuSign Envelope ID:9A345107-7794-4CA4-81 B5-87A6AF78A050
Exhibit A
The current FY2020-2I1 operating budget for the Bass currently totals $3,114,290.80. The
City's annual contribution of$905,000 will be used to cover the following operating costs,
as detailed below:
Administrative Costs $215,734
Facilities Cost $346,356
Permanent Collection Costs $342,910
Total $905,000
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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. A'ny 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.
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.
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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 orlCircumstances. The City of Miami Beach, in its sole discretion,
through the City Manger,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 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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