Resolution 2025-33806 RESOLUTION NO. 202533806
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
CITY MANAGER, PURSUANT TO INVITATION TO NEGOTIATE NO. 2024-
007-ND, FOR THE MANAGEMENT AND OPERATION OF THE COLLINS
PARK ROTUNDA; APPROVING THE MANAGEMENT AGREEMENT (THE
"AGREEMENT") BETWEEN THE CITY AND FRIENDS OF THE BASS
MUSEUM, INC., ATTACHED TO THE CITY COMMISSION MEMORANDUM
ACCOMPANYING THIS RESOLUTION AS EXHIBIT A; AND FURTHER
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT.
WHEREAS, on December 13, 2023, the Mayor and City Commission approved the
issuance of the Invitation to Negotiate (ITN) No. 2024-007-ND for the Management and
Operation of the Collins Park Rotunda; and
WHEREAS, on January 19, 2024, the City received a total of 2 proposals; and
WHEREAS, on February 2, 2024, the City Manager, via Letter to Commission No. 038-
2024, appointed an Evaluation Committee; and
WHEREAS, the Evaluation Committee convened on February 15, 2024 to review and
score the proposals; and
WHEREAS, the Evaluation Committee received an overview of the project, information
relative to the City's Cone of Silence Ordinance and the Govemment Sunshine Law, general
information on the scope of services, and a copy of each proposal; and
WHEREAS, the Evaluation Committee was instructed to score and rank each proposal
pursuant to the evaluation criteria established in the ITN; and
WHEREAS, the Evaluation Committee process resWted in the ranking of proposers as
follows: Friends of the Bass Museum, Inc. ("The Friends"), as the top- ranked proposer, and
HZIP LLC, as the second- ranked proposer; and
WHEREAS, on April 3, 2024, via Resolution 202432975, the Mayor and City
Commission authorized the Administration to negotiate a management agreement with The
Friends, providing that the final negotiated agreement be subject to the prior approval of the
Mayor and City Commission; and
WHEREAS, the Administretion and the City Attorney's Office have drafted, negotiated
and finalized the Management Agreement with The Friends (the "AgreemenP'); and
WHEREAS, the Agreement is attached to the City Commission Memorandum
accompanying this Resolution as Exhibit"A;" and
WHEREAS, pursuant to the terms of the Agreement, The Friends shall use the Collins
Park Rotunda for the following, in addition to such ancillary uses as are customarity related to
the following primary uses: (i) as a venue for not-for-profit art-related events, special events,
programming, production, presentations, exhibitions and other cultural activities, and (ii) as a
performance venue, public auditorium, and facility for film/television/photographic/audio
productions, and (iii)facility rentals; and
WHEREAS, the City and The Friends have negotiated the following essential terms: (i)
the Agreement is at no cost to the City, (ii) The Friends will not be responsible for the payment
of a use fee or rent, (iii) the City will pay for electric and water usage and The Friends will pay
for phone and internet costs, (iv) the Agreement is for an initial term of three years, with one 2-
year renewal option, (v) the commencement of the initial term of the Agreement is contingent
upon the City obtaining a Certificate of Occupancy for the Collins Park Rotunda, (vi) the Ciry
retains use rights for events and meetings without paying a use fee, but will pay out-of-pocket
expenses related ro such use, (vii) The Friends will perform routine maintenance and maintain
the Facillty in good, clean and sanitary order, (viii) the City is responsible for repairs and capital
improvements, (ix) the Agreement provides six annual rental waivers to qualified nonproft
organizations for the use of ihe Collins Park Rotunda, and (x) The Friends will produce a
minimum of 36 events annualty, with an estimated attendance of 50,000 visitors; and
WHEREAS, based upon The Friends' established record as a successful cultural arts
partner, the City Manager recommends approving the Agreement in the form attached to the
City Commission Memorandum accompanying this Resolution as Exhibit A �
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, tha� the Mayor and City
Commission hereby accept the recommendation of the City Manager, pursuant to Irnitation to
Negotiate No. 2024-007-ND, for the management and operation of the Collins Park Rotunda;
approve the Management Agreement (the "AgreemenP') behveen the City and Friends of the
Bass Museum, Inc., attached to the City Commission Memorandum accompanying this
resolution as Exhibit A; and further authorize the City Manager to execute the Agreement.
PASSED and ADOPTED this�day of J l 2025. _
�` /�"�""�`---
Steven Meiner, Mayor
arresT: lU� 2 5 2025
�8;���,.,,,,
_�' y.,,
Rafael E. Granado, City Clerk .�ci'
i �;IXCORP OA�1ED'^ '
9*,?i' .,^q_`
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
�b?) wu
ttomey c�- Date
Procurement Requests -C2 D
MIAMI BEACH
COMMISSION MEMORANDUM
TO� Honorable Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: July 23, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER, PURSUANT TO INVITATION TO NEGOTIATE NO. 2024-007-ND, FOR
THE MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA;
APPROVING THE MANAGEMENT AGREEMENT (THE "AGREEMENT")
BETVJEEN THE CITY AND FRIENDS OF THE BASS MUSEUM, WC., ATTACHED
TO THE CITY COMMISSION MEMORANDUM ACCOMPANYING THIS
RESOLUTION AS EXHIBIT A; AND FURTHER AUTHORIZING THE CITY
MANAGER TO EXECUTE THE AGREEMENT. (TOURISM AND CULTURE
DEPARTMENT)
RECOMMENDATION
The City AdminisVation ("Administration") recommends that the Mayor and City Commission
("City Commission") approve the Resolulion.
BACKGROUNDIHISTORY
Miami Beach's Collins Park Cultural District is home to a rich tapestry of culturel, performing arts
and civic organizations and facilities including the Miami Beach Regional Library, Miami Ciry
Ballet, The Bass Museum of Art, the future Collins Park Cultural Center, and the Collins Park
RoWnda (lhe "Rotunda"). The City of Miami Beach commissioned the Rotunda in 1962 as an
auditorium for the adjacent library. The space has sened various uses, including a venue for art-
related special event activations. For example, in 2019, through the Ciry's Artist in Residence
program, the Rotunda served as a community meeting space lo discuss issues related to the
environmenL In 2021, the Rotunda was temporarily used as an artist studio lo produce a
community-based public aRwork that was commissioned through The Bass Museum of Art. Art
Basel has also programmed the space with site-specific art installations.
The Ro[unda is in the process of being renovated under the management of the Once of Capital
Improvement Projects (CIP). On December 13, 2023, the City Commission awarded ITB 2023-
321-DF, for the Collins Park Rotunda renovations, with an anticipated final completion date of
December 2025. The scope of work includes a complete renovation of interior and ezterior
systems, incorporating Americans with Disabilities Act (ADA) accessibiliry requirements, and a
new stand-alone building which will house restrooms and mechanical equipment.The renovations
are funded, in part, through the Arts and Culture General Obligation Bond, as well as a State of
Florida grant.
Once the space is renovated, it is intended to be used as a space for art organizations and artists
to create, display and perform. In anticipation of the completed renovations, on December 13,
2023, the Mayor and City Commission authorized the issuance of ITN Na 2024-007-ND to
receive and consider proposals for Ihe management and operalion of the Collins Park Rotunda.
The goal of the ITN process was to engage an organization to develop and implement active arts
or cultural uses for the Rotunda, while managing and operating lhe facility as a frst-class, high-
quality, state-of-Ihe-art venue. ITN respon i09 of 1791e and received on January 29, 2024. The
Cily received hvo (2) proposals from Friends of the Bass Museum, Inc. and HZIP LLC. On
February 15, 2024, an evaluation committee appointed by the City Manager convened to consider
the proposals received.
The evaluation process resulted in the ranking of proposers in ihe following order:
1 st ranked — Friends of the Bass Museum, Inc.
2nd ranked— HZIP LLC �
ANALYSIS
On April 3, 2024, via Resolution 2024-32975, the Mayor and City Commission authorized the
Administretion to negotiate a management agreement with Friends of the Bass Museum, Inc. The
Resolution provided that the final negotiated agreement be subject to the prior approval of the
Mayor and City Commission.
As directed by the Cily Commission, City staff proceeded to negotiate the terms of a management
agreement wi[h Friends of the Bass Museum, Inc. The agreement ouHines a three-year term,
with the option to renew for an additional hvo-year period, at no cost to the City. Under ihe
agreement, the Collins Park Rotunda will operate fve days per week, from 12:00 p.m. l0 5:00
p.m., and will host approximately 36 public progrems annually, with an estimated attendance of
50,000 visitors.
The agreement further provides six (6) annual rental waivers to qualified nonprofit organizations
for the use of the Collins Park Rotunda. These venue waivers are administered by the Culturel
Arts Council and are designated specifcally for nonprofit arts organizations presenting performing
arts programming in Miami Beach, including thealer, dance, music, cabaret, opera, performance
art, multi-disciplinary works, and film. The commencemenl of the agreemenl is contingenl upon
the City obtaining a Certificate of Occupancy for the Collins Park RoWnda.
The Collins Park Rotunda aligns with The Bass Museum's broader vision to establish a
comprehensive cultural campus within Collins Park. As a free public art pavilion offering rotating
ezhibitions and ongoing programming—such as artist talks and live performances—the space is
intended to amplify the museum's mission of connecting international contemporary artwith Miami
Beach's diverse audiences.
FISCALIMPACTSTATEMENT
The management agreement for The Rotunda was negolialed with The Friends of the Bass at no
cost ro the City.
Does this Ordinance reauire a Business Imoact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impaet Estimate (BIE)was published on:
See BIE at: https Ilwww miamibeachfl aovlcitv-halllcitv-clerklmeetina-noticesl
FINANCIAL INFORMATION
CONCLUSION
I10 of 1791
After reviewing the negotiation process and the proposal from Friends of the Bass Museum, Inc.,
it is recommended that the Mayor and City Commission adopt the ResoWtion approving Ihe
material terms of an agreement, pursuant to Invitation to Negotiate QTN) 2024-007-ND for the
management and operation of the Collins Park Rolunda; and authorizing the City Manager and
City Gerk to execute an agreemenl with Friends of the Bass Museum, Inc.
Aoplicable Area
South Beach
Is this a "Residents RiaAt to Know" item. Is this item related to a G.O. Bond
oursuant to Citv Code Section 2-177 Proiect?
No No
Was this Aaenda Item initiallv reouested bv a lobbvist which, as defined in Code Sec. 2d81.
includes a orincioal enqaqed in Io6bvinal No
If so, specify the name of lobbyist(s) and principal(s):
DenaRment
Procurement
SDonsor(51
Co-soonsor(sl
Condensed Title
Approve Management Agreement w/ Bass Museum {ITN 2024-007-ND), Collins Park Rotunda.
TCIPR
Previous Action IFor Citv Clerk Use Onlvl
111 of 1791
MANAGEMENT AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
FRIENDS OF THE BASS MUSEUM
FOR THE MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA
THIS MANAGEMEN7 AGREEMENT (this "Agreeme�P') is eftective as of the
, 2025 (the "Effective Date"), by and between the CITY OF MIAMI BEACH,
a Floritla municipal corporation, having its principal offce at City Hall, 1700 Convention Cenler
Drive, Miami Beach, Florida 33139 (the "City"), and FRIENDS OF THE BASS MUSEUM, INC.,
a Florida not-for-profit corporetion,whose current address is 2100 Collins Avenue. Miami Beach,
FL 33139 ("The Friends").
REqTALS
WHEREAS, the City is the owner of the Collins Park Rotunda (the "Rotunda"), located a[
2100 Collins Avenue, Clty of Miami Beach, Florida, 33139, and which is more particularly
described and depicted in Ezhlbi! "A,"attached bereto and made a part hereof(the "Facility"); and
WHEREAS, on December 13, 2023, the Mayor and City Commission approved the
issuance of the Invitation to Negotiation (ITN) No. 2024-007-ND for the Management and
Operation of the Collins Park Rotunda; and
WHEREAS, pursuant to ResoWtion No. 2024-32975, on April 3, 2024, the Mayor and City
Commission accepted the recommendation o(Ihe City Manager to negotiate an Agreement with
The Friends further, requiring that the final Agreement be subjecl to approval by the Mayor and
City Commission�, and
WHEREAS, accordingly, the City and 7he Friends have negotiatetl the following
Agreemenl,whereby the City wishes to engage The Friends, and The Friends hereby accept such
engagement, to provide management services for the Faciliry on the terms antl conditions set
forth herein.
NOW THEREFORE, recognizing the aforestated reci[als as lrue and corred and
incorporating herein, and in consideration of the mutual covenants and conditions herein
contained, it is agreed by the parties hereto as follows:
SECTION 1. DEFINITIONS.
For purposes of lhis Agreement, the following terms have the meanings referred to in this
Sedion 1:
"Bass Museum AareemenC' — that certain agreement belween the City and The Friends
for the operation and management of the Bass Museum of Art tlated as of October i, 2024
"C�' — as defined in Ihe frst paragraph of this Agreement.
"CiN CommissioM—the governing and legislative body of the City.
1 of 31
DM U52122ta6J0-2.099]a9.1383 llz Df I�91
oran convact na.2a0aP-ai
"CiN Manaper" — the chief executive o�cer of the Ciry, or such person who shall be the
City Manager's designee, as defined below and as may,from time to time, be authorized in writing
by the City Manager to act for him/her wilh respect to any or ail matters pertaining to this
Agreement. City Manager's designee shall be the City's Tourism and Culture Director.
"Contract Year" — each one-year periotl beginning October 1st and ending September
30th.
"EHeciive Date" — provided that this Agreement has been executed by City and The
Friends, the tlate set forth in the frst paragraph of ihis Agreement.
"Event" — all uses at the Facility which involve a scheduled show with a beginning and
ending time, typically all within the same day. Wi�h respect to a'Series" (as such term is hereafter
defined"), each show within ihe Series shall constitute an Event.
"Event Expenses"—any and all expenses incurted or payments made by 7he Friends in
connection with the occurrence of an Event at the Facility including, but not limited to, costs for
sta�ng, and costs relating to seRup and ctean-up.
"Exoiration Date" —as defined in Section 2.1.
"Facili " — as defined in the Recitals of ihis Agreement, and as depictetl in Ezhibit "A"
hereto
"Facilitv Rentals"—temporary use oi the Facility at specific intervai of time pre-datermined
and agreed upon by The Friends.
"Fiscai Year"—each City fiscal year beginning October 1st and ending September 30th.
"Govemmental Reauiremenls"—all laws, ordinances, rules, regulations, statutes, policies
and procedures (indud'eng administrative guidelines), and other legal requirements of any
governmental body or authority or any agency thereof(including, without limitation, federal, State,
County, and Ciry).
"Net ODeration Loss/ProfiC—with resped to a Fiscal Year, the excess, if any, of Operating
Expenses for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a
loss; and the excess, if any, of Operating Revenues for such Fiscal Year over Opereling Expenses
for such Fiscal Year, in the case of a profit.
"ODeratinq Exoenses" — any and all expenses and expenditures of whatever kintl or
nature incuved, direc[ly or indirectly, by The Friends in operating, managing, maintaining, and
promoting the Facility including, but not limitetl to: employee compensation, employee benefits,
supplies, materials, cosls of any independent conhactors, advertising costs, all costs of
maintaining the Facility (as required by this Agreemenq, marketing and public relations costs and
commissions,janitorial and deaning expenses, dues and membership costs, amounts expended
to procure and maintain permits and licenses, sales taxes imposed upon rentais, professional
fees directly relating [o the operation of the Facility, printing costs, Event Expenses, postage and
freight costs, equipment rental costs, computer equipment leases and line charges, telephone
and telewmmunications services, artist and taient lees, shaw settlement charges, security
expenses, travel and entertainment expenses in accordance with The Friends' normal policies,
ihe cost of employee uniForms, safety and medical ezpenses, exterminator costs, costs relating
to the maintenance of signage, costs associatetl with compliance of Governmental Requirements,
all premiums for insurance carried by The Friends pursuant to Section 17, and all other costs of
operaQng the Facility. Operating Ezpenses shall not, however, include any costs of litigation
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Dafi Controct no. 20.009-01
between Ciry and The Friends, or any wsts that are specified in this Agreement as costs to be
paid by City. All Operating Expenses shall be determined in accordance with generally accepted
accounting principles consistently applied and recognized on a full accrual basis.
"Ooeralina Revenues" — any and all revenues of every kind or naWre derived 6om
operating, managing or promoting the Facility including, but not limited to: concession fees,
rentals, revenues from merchandise saies, adveriising sales, equipment rentats, box ottice
revenues, food service and concession revenues (However, if such revenues are collected in the
first ins[ance by and retained by the concessionaire, onry the amount of sucb revenues paid by
the concessionaire to The Friends shall be included as Operating Revenues), commissions or
other revenues from dewretion and set-up, secunly and other subcontrectors (However, if such
revenues are collected in the first instance by and retained by such subcontractors, only the
amount of such revenues paid by such subcontrectors to The Friends shall be included as
Operating Revenues), revenues generated from separate agreements with The Priends
pertaining to the Facility, interest revenues, and any other miscellaneous operating revenues; all
as determined in accordance with generally accep[etl accounting principles consistently applied
and recognized on a full accrual basis. For the sake of clarity, the parties acknowledge that
revenues from the sale of tickets for Events at the Facility are not Operating Revenues but are
instead revenues o( the promoter and/or perfortner of each such Event unless retained by The
Friends. To the extent that The Friends collects such ticket sale revenue on behalf of a promoter
andlor performer, and The Friends relains such ficket sale revenue as the source of funds from
which The Fnends coAects the rental charges and other event reimbursements owed by the
promoter and/or performer for use of Ne Facility, such charges and reimbursements shall be
Opeia�ing Revenues hereunder. Operating Revenues shall also not include any revenues lrom
name-in-title righis (i.e., the right to name the exlerior or interior of the Facility or any portion
thereof, except as ezpressly set forth herein), and any signage related thereto, all of which are
specifically reserved to the Cily.
"Quarterlv/puarter(sl"—October 1", January 1", April 1a and July 1�'of each Fiscal Year.
"Series" — a sequence of Events which may or may not involve Ihe same production
elements but can be charaderized by a unifying theme antl schedule.
"The Friends"—as defned in lhe first paragraph of this Agreement.
SECTION 2. TERM.
2.1 Initial Term. This Agreement shall be for an initial term of three (3) years.
commencing on the Construction Completion Date (as defined below) and ending on the third
anniversary thereof(the "Expiration Date") (the "Initial Term"), unless earlier terminated pursuant
to the provisions of this Agreement.
2.2 Renewal Term(s). The City and The Friends may agree to eztend this Agreement
for one (1) additional term o(two (2) years (the 'Renewal Term") by agreeing to such extension in
writing not less than twelve (12) months prior to [he expiration of the Initial Term or an exercised
Renewal Term. The lnitial Term and any successive Renewal Terms, if agreed by the City a�d
The Friends. may collectively be referred to as the "Term".
2.3 Effective Date. The Friends hereby acknowledge thal, as of the Effective Date, the
Facility is under construction with an anticipated completion dale of Fall 2025. The Priends shall
not �ake possession of, nor occupy the Facility until receipt of written notification from ihe City
confirming that all necessary inspections have been completed and [he required permits and/or
certifcates, inclutling without limitation a certificate of occupancy, have been issued (the
"Construction Completion Date"). The Friends shall ioclude a provision in all contracts for Events,
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onn usxian,saazossta9.i�s3 114ofll91
OraRCon[raRna 2a-OW-oi
programs, and exhibitions booked prior to the issuance of the Certificate of Occupancy allowing
�ermination of said third-party contracts by The Priends without cause and without financial
penalty. Without limiting the foregoing, The Friends shall be solely responsible for all wsts,
claims, losses, and expenses resulting from the cancellation or postponement of any Events
booked by The Fnends prior to the issuance of the Certificate of Occupancy for the Facitity. All
agreements entered into by The Friends and a third party shall be subject to this Section 2.3.
SECTION 3. OPERATION AND MANAGEMENT OF THE ROTUNDA.
3.1 Generel Scope and ManaQement of the Facilitv. The Ciry hereby engages The
Friends to operate, manage, maintain, promote 2nd market the Paciliry during the Term, upon the
terms and conditions hereinafter set forth. The Friends accepts the engagement and agrees to
operate, manage, maintain, promote and market the Faciliry, ai a minimum, in a manner and
quality consistent with the operation of The Bass Museum of Art per the Bass Museum
AgreemenL Subject to the terms of this Agreement, The Friends shall be, as agent �or the Ciry.
the sole and excWsive manager of the Ciry to operate, manage, maintain, promote and market
the Facility during the Term. In such capaciry, ezcept as otherwise expressly reserved under this
Agreement to the City, and/or except for such matters as are subject to the approval of the City
or City Manager, and The Friends shall have exclusive authority over the management and
operation o!the Facility.
32 Permitted Uses and Aarkinq. The Frientls shall use the Facility solely and
exclusively as a venue for not-for-proft art-related events, special events, programming,
production, presentations, exhibitions antl other cultural activities. The venue may also be used
as a performance venue, public auditorium, and facility for filmltelevision/photographiGaudio
productions, or any combination thereof, and for such ancillary uses as are customarily reiatetl to
such primary use including, without limitation, broadcasGng, recording, filming, private functions
pursuant to a facility rental agreement approved by the Cdy, in each case in conjunction with an
Event then being held;and sale of inerchandise related to any Event then being held. The Friends
shall be responsible for ensuring that any requisite special event permits, which the City of Miami
Beach may require for outdoor Events only are propedy secured.
As ihe Facility does not include dedicated parking for the building. Patrons of Events may
park in public parking lots and gareges if and to the extent available, upon paying the applicable
parking charges. No other uses shall be permitted withoul the prior written approval of the City
Manager, which approval may be granted or withheld in his sole discretion. Any such other use
which the City Manager approves must, however be in accordance with (i) the Articles of
Incorporation and other charter dceuments of The Friends; (ii)all laws and regulations applicable
to not-For-profit entities; (iii) all applicable Governmental Requirements; and (iv) all atl valorem
tax-exempl uses of property under Chapter 196, Rorida Statutes.
3.3 Prohibited Uses. It is understood and agreed that the Facility shall be used by 7he
Friends during the Term only for the stated purposes in Section 32, and for no other purposes or
uses whatsoever, without express written permission of [he City Managec Nohvithstanding
anything contained in Section 32, or any other lerm or condition of this Agreement (t) The
Friends will not make or permit any use of the Facility that, direclly w indirectly, is forbidden by
any Govemmental Requirement, or that may be dangerous to life, limb or property; and (2) The
Friends may no! commit waste on the Facility, use the Facility for any illegal purpose, commit a
nuisance on the Facility, or allow any toxic, hazardous or dangerous substance to be brought into
the Facility or stored therein {other than small quantities of materials customarily used in the
operation of a live iheatrical performance and production venue, which shall 6e used and stored
in compliance with Governmental Requirements). In the event that The Friends uses lhe Facility
for any purposes not expressly permitted herein, then the City, through its City Manager, may
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Oratt Convaci no.24-(q�-01
declare this Agreement in default and, in addition to all other remedies available to City, resirain
such improper use by injunction or olher legal action, with or without notice to The Friends. The
Friends agree not to knowingly use the Facility for or to permit the operation of any offensive or
dangerous activity, nuisance, or anything against public policy. Except as may result from acts of
force majeure,The Friends agree that if wiff not allow the Facility to become unoccupied or vacant.
The Friends shall take appropriate precautions to prevent fire on the Facility, including, without
fimitation, maintaining existin9 (re detedion devices and extinguishing equipment ai all times.
3.4 Operational RWes for Facilitv.
3.4,1 Amolified Sound and Live Entertainment THE FRIENDS SHALLABIDE
BY THE MIAMI-DADE COUNTY NOISE ORDINANCE AND CITY OF MIAMI BEACH NOISE
ORDINANCE.ARTICLE IV OF THE CITY CODE. AMBIENT LEVEL FROM 11:00 PM —7:00 AM
NOT TO BE HEARD WITHIN 100 FEET. The Friends will only be permitted to use in-house audio
system in connection with any Events held at the Facility and, at ali times, the sound levels may
not exceed 105d8C. Additionaly, The Friends shall be responsible for ensuring that users of the
Facility do not use temporary sound equipment for any Event held at the Faciliry.
3.4.2 Facilitv Hours of Operetion and ReQuired Events. The Rotuntla will be
open to the public at least t,512 programmed hours per year, Wetlnesdays to Sundays from 12:00
pm to 5:00 pm. and one night-time period every third Thursday of the month until 9:00 pm,
provided, however, that the C+ry Manager shaA have Ule discretion to eMentl the hours of
operation on a case-by-case basis to 11:00 pm on the weekends (Friday or Saturday) antl to
72:30 am on NewYear's Eve. Through partnerships with other organizations, the Facility's hours
of operation may be extended during more nighttime hours as needed. Any extension of the
hours of operetio� u�der this Subsection 3.42 shall be requested in writing to the City Manager
in advance of the scheduled Event; provided, however, The Friends may progrem additional
nights upon prior written notice to Ihe City Manager or designee as long as The Friends adhere
to Ihe following: (i) the agreed-upon hours of operation from 1Z00 pm to 5:00 pm, and (ii) all
applicable Governmental Regulations, including but not limited to any noise ordinances.
3.4.3 Cessalion/SUscension of Aporoved Use(sl andlor Business ActiviN(ies).
Notwithstantling anything contained in this Agreement, and except for the Aermitted Uses
expressly set forth in Section 32, and in the event that another particular use(s) andfor business
activity(ies� has(ve) been approved by fhe City Manager, and the City Manager thereafter, upon
reasonable inquiry, determines that the continuation of such use(s) and/or activity(ies) is(are), or
may be, inconsistent, contrary !o, andla detrimental to the Permitted Uses set forth in this
Agreement, and/or to the health, safety andbr welfare of the residents of and visitors [o the City
of Miami Beach, then the Ciry Manager, upon pnor written notice to The Friends of same, may
revoke, suspend, and/or otherwise disallow the objectionable uses(s) and/or business
activity(ies). and The Friends shall immediately cease antl desist in providing, and/or continuing
with, said use(s) andlor business aCtivity(ies)within the time period and m the manner prescribed
io the City, sub]eq to such atlditional guidelines, as may be determined and established by the
Cily Manager, in his/her sole and reasonable discretion and judgment.
The Friends shall cause the Facilily to be available and open on a year-round
basis, subject to closures for reasonable periods for rehearsal, set design, repairs, maintenance
and alterations. A!1 Events and all uses shall conciude prior fo 10:00 p.m. on weeknigh[s, and
may be extended to 11:00 p.m. on weekends (Fritlay and Saturday) antl 12:30 a.m. on New
Year's Eve, if approved in advance by the City Manager or designee, in wriling; provided,
however, that The Friends' employees andlor contrectors may be permitted to remain at the
Facility beyond 10�.00 pm on weekdays or 11:00 pm on weekends, however, no later than midnight
. in the event that same is necessary for purposes of taking down and/or dismantling a production,
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cleaning the Facility a/ter a performance, etc., so long as The Frientls' activities at the Facilily
during this time do not disrupt and/or negatively impact the surrounding neighborhood. In the
event of such disruption, the Ciry Manager shall have the right to either strictly enforce the hours
of operation, or impose reasonable guidelines upon The Friends as a condition to keeping the
Faciliry open for the aforestated purposes (beyond 10:00 pm} THE FRIENDS
3.5 Third Partv Events. The City and 7he Friends agree and acknowledge that the
Facility will be primarily used by The Friends lo provitle top-quality cWtural and art experiences to
the City's residents and visitors, but that The Friends may also, from time to time, rent the Facility
to third party presenters consistent with the terms herein. Except as otherwise provided herein
The Friends shall have the sole authoriry to approve or deny ihe scheduling of any Event in the
Facility and may refuse to book any type or category of Events for any reason whatsoever, so
long as the event is consistent with Sedion 4. of this Agreement antl applicable Govemmental
Requirements. The Friends shall have no obligation to book any rype or category of Events (or
specific Event)that are inappropriate or unprofitable, as reasonably determined by The Friends,
or which may in any way interfere with the day-lo-day activities of area residents and businesses.
Notwithstanding the preceding, or any other term or condition of thisAgreement, the Ciry Manager
shall have the right to prohibit certain Events or uses from occurrin9 at the Facility, upon the City
Manager's reasonable determination that such Event or use might present unreasonable safety
concerns or violate (or othervvise not comply wiM)Govemmental Requirements.
3.6 Citv Events. Subject to availability at the FacAity, tbe City shall have the right to
use the Facility, or any part thereof, for Ne beneft of the cOmmunity for such purposes including,
but not limited to, meetings, City-sponsored special eve�ts. Tourism and Cultural Departmenfs
events, and other purposes, as deemed necessary by the Ciry Manager or designee, in its sole
and absolute discretion, without lhe payment of any rental or use (ee, except that the tlirect out-
of-pocket ezpenses incurred io connection with such uses shall be paid by the City. The City will
provide no less than thirty (30) days notice to The Fnends of any request to use the Faciliry.
37 Rotunda Marketina. The Friends shall create and impiement consistent marketing
materials, including, but not limited to, public relations, social media campaigns, and paid
marketing outreach, to ensure that the Miami Beach residents in general are aware of programs
taking place at the Faciiity.
3.8 Ri9hts of Entry in favor of ihe CiN. With prior reasonaWe, written notice,
representatives, contractors and empioyees of the City shall have the right to enter all portions of
the Facility lo inspecl same, to observe tbe peAormance of The Friends of its obligations under
this Agreement, to install, remove, adjust, repair, replace or otherwise handle any equipment,
utility lines, or other matters in, oq or about the Facility, or to do any act or thing which [he Ciry
may be obliqated or have the right to do under this Agreement Nothing contained in this
subparagraph is intended or shall be construed to limit any other righ�s of the City under this
AgreemenL The Ciry shal�not unreasonably interfere with the activities of The Friends hereunder.
and the City's actions shall be conducted such that disruption of The Fnends operation of Ihe
Facility shall be kept to a minimum and there shall be no disruption ot any Event by the City
pursuant to its right of entry under this Seclion 3.8.
3.9 Securi . The Friends shall provide reasonable security lo protect the Faciliry and
its equipment, materials and facilities, including any City equipment, fumishings, and fixtures used
6y The Friends, and shall be solely responsible to the Ciry for any bss or damage to any City
equipment, fumishings, and fixtures so used by The Friends.
3.10 Sianaqe. Exterior messaging and marketing found on the front exlerior of [he
6uilding will be controlled by The Friends and will list only Events taking place within the Facility,
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in addition to recognition of sponsors; provided, however, all exterior signage shall be approved
by the City Manager or designee, which approval shall not be unreasonably withheld, conditioned
or delayed. The Friends shall provide, at its sole expense and responsibility, any required signs
within the Facility. All signage (whether interior, exterior, permanent antl/or temporary) shall
comply with all applicable Governmental Requirements and shalf be maintained by The Fnends
in good condition. �
SECTION 4. SCOPE OF SERVICES.
The Friends shall manage the Facility in a manner consistent with the operations,
management, promotion, and marke�ing of other comparable frst-class facilities, such as The
Bass Museum ("Comparable Facilities"), and in acwrdance with the requirements set forth in ITN-
2D24-007-ND. To ensure the continuous operation of the Facility, and commencing on the
Construction Completion Date, The Friends shall produce no fewer than 36 Events at the Faciliry
during each Contract Year of the Term. Each indivitlual Evenl within a Series shall be counted
separately toward the 38-event requirement.
SECTION 5. ANNUAL REPORTING.
Within ninety (90) days after the end of each Contract Year, The Friends sha!! submit to
the City a detailed report ('Programmatic Annual Report") setting forth the folbwing information:
i. The number of Events hosted during the previous Year, including the
cha�ge to the public for the event, 'rf any, and data as to each Event, such as the number in
attendance at each Event and feedback received, both solici[ed and unsolicited, as to each Event.
ii. The number of Facility Rentals and the charge for said Facility Rentals.
iii. The Events scheduled or anticipated for the upcoming Year and the number
o(resitlents and visitors anticipated to be impaded.
iv. An annual management plan, which shall include ihe annual operating
budget for the then wrrent Fiscal Year.
v. The Fnends'anUcipated operations for such Fiscal Year, includng planned
operaling and maintenance adivities, anticipated capital improvements and capital equipment
purchases, and an anticipated budget therefore, anticipated Events at Ihe Facility (to the extent
known at such time), and planned equipment and furnishings purchases.
vi. A detailed list of then-known major capital repairs anticipated tor the
Facility, which will be lhe sole responsibility of the City.
SECTION 6. COMPENSATION TO THE CITY FOR USE OF THE FACILITY IUSE FEEI.
6.1 Base Use Fee. The Friends shall not pay the City any annual use fee for the right
to use the Facility in consideration of The Friends not for profit status and its investments in
programming, staffing, marketing and managing the Faciliry. All other amounts due hereunder
shall be paid to Gty in iegal tender o� the United States of Amenca at the following address:
Tourism Cultural Development Department, 1755 Meritlian Avenue Suite 500, Miami Beach,
Flo�ida 3J139, Attention: Lissette Arrogante, Director; or at such other place [hat City may
from time [o time tlesignate by notice in writing.
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6.2 Additional Fees and Charqe. The Friends shall pay all costs and expenses related
to Operating Expenses, except with respect to utilities for which the City is responsible, as more
specifically set forth in Section 9.5 hereia. The Friends hereby irrevocably and unconditionally
guarantees to the City that Operating Revenues shall at all times be sufficient ro pay as and when
due all Operating Expenses and any antl all other amounts that The Frientls is obligated to pay
pursuant to this Agreement, and further covenants and agrees that it at any time there are
insu�cient Opereting Revenues to pay ail of the foregoing amounts, as and when required. The
Friends shall immediately pay the difference from The Friends' own funds. This obligation is
abso7ute and unconditional and shall even apply if Operating Revenues are reduced or limitetl by
facts or circumstances not contemplated by the parties or(or reasons beyond the parties'control.
7he provisions of this Section 62 shall survrve any termination or expiration of this Agreement.
62.1 Free Charitable Use.The Cultural Arts CoUncil may issue up to six(6)rental
waivers per calendar year to qualified nonproft organizations for use of The Rotunda. Venue
waivers are available for nonproft arts organizations that will presenf performing arts activities in
Miami Beach. These performing arts activities indude: theater, dance, music, cabaret, opera,
performance art, multi-disciplinary works and film. Venue waivers will cover rental fees for up to
four days per week. Venue waivers are funded by the Community Benefit fund and administered
by the Tourism and CWture Department folbwing review and recommendation by the Miami
Beach Cultural Arts CounciL Allhough City shall not owe a fee, rent or other payment strictly for
the Charitable Use, (1) Ciry shall promptly (within ten (10) business days after receipt of invoice
thereo� reimburse The Friends for all actual costs incurred by The Friends to facilitate the
Charitable Use, including, without lirnitation, The Friend's standard char9es for janitorial, clean-
up, crowd and traffic control, set-up and [ear-down costs and fees and charges (includiog for
materials, labor and other services)direclly necessitated by the occurrence o(any Charitable Use;
(ii) The Frieods shall retain ezclusive rights to the operation of ali concessions and other
operations al the Facility during any Charitable Use, including, without limitation, food and
beverage concessions and sales, including alcoholic beverages (but City Manager shall have the
right to prohibit the sale of alcoholic beverages during any Charitable Use) and all proceeds of
sales and concession operations shall be Operating Revenues (City shall have no right to retain
or reserve any portion thereof nor to operate in compefition therewith); The Friends will ensure
that the pricing for any concessions shall not ezceed the normal pricing therefor charged at
standard Events at the Facility; and (iii} any Charitabie Use Event shall be scheduled rn
accordance with The Fnends' scheduling needs w as not to conFlict with or impair The Friends'
ability to maintain tts anticipated schedule of Events; but shall oiherwise be scheduled at a time
convenient for Ihe City, with The Friends reasonably woperating with City in coordinating all
scbeduling (but in any case, Tbe Friends shall not be obligated to permit any Chari(able Use
unless scheduling thereof was memorialized in writing signed by the parties in advance of the
Charitable Use Event);and (iv)Ciry shall not be entitled to"roll over"or"carry forward"any unused
Charitable Use from a prior Fiscal Year, such that, in the event during any Fiscal Year no such
Charitable Use Event occurs for any reason, including reasons which were completely outside
the parties' reasonable conhol, then, Ciry shall be deemed irrevocably to have waived its right or
entitlement to the beneft of lhe Charilable Use Evenl lhat otherwise could have occurred during
the prior Fiscal Years}. The Friends shall fiave the right to promulgate reasonable rules from time
to time concerning the Charitable Use so long as they are consistent with the terms hereof and
rules imposed upon other Events at the Facility.
6.3 Sales Tax. The Friends shall pay and include any and all additional sums for
applicable sales and use taz, now or hereafter prescribed by State, tederal or local law,concurrent
with and �o Ibe exten� any sales tax is imposed in connection with any payment due hereunder
by The Friends.
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6.4 Capital Imorovements. The Friends shall not be responsible for paying for any
capital improvements or infrastructure related to or for the Faciliry, which shall at all times be the
responsibility of the Ciry.
SECTION 7. RIGHTS RESERVED TO THE CITY.
7.1 Riqhts of En[rv, With prior reasonable, wririen notice, representatives, contractors
and employees of the City shall have the right to enter all portions of the Faciliry to inspect same,
to observe the performance ot The Fnends of i[s obiigations under this Agreement, to instaN,
remove, adjust, repair, replace or otherwise handle any equipment, utility lines, or other matters
in, on, or about the FaciGty, or to do any act or Ihing which the Ciry may be obligated or have the
right to do under this Agreemenl Nothing contained in this subparagraph is intended or shall be
wnstrued to limit any other rights o/ Ihe City under �his Agreement. The City shall not
unreasonably intertere with the activities of The Friends hereunder, and the City's actions shall
be conducted such that disruption of The Friends operatlon of the Facility shall be kept to a
minimum and there shall be no disruption of any Event by the City. Nolwithstanding the foregoing,
the City shall have the right to enter the Facility at any time, without prior notice to The Friends,
in the event of an emergency, in the City's reasonable discretion, for the purpose of protecting the
Faciliry, preventing or mitigating damage, or responding to any condifion that poses a threat to
health, safety or property. The Ciry shall use reasonabfe efforts to notify Me Friends as soon as
practicable following such entry.
7.2 Si na e. The City Manager shall have the right to direct The Fnends to remove
any signage which, in the City Manager's sole discretion,does not serve or represent the interests
of the City.
SECTION 8. RECEIPTS AND DISBURSEMENTS; RECORDS AND AUDITS.
8.1 Receiots and Disbursements. The friends shall establish and maintain in one or
more tlepositories, one or more operating, payroll and other bank accounts for the operation and
management of the Facility, as The Friends shall determine. All Operaling Revenues coilected
by The Friends from the operetion of the Facility shall be depositetl into the accounts antl all
Operating Expenses shall be paid by The Fnends from the accounts. Any amounts remaining in
the operating accounts upon expiretion or termination of this Agreement for any reason, after
payment of all other amounts that The Friends is reqaired to pay untler this Agreement through
lhe date of expiration or terminalion, shall be promptly paid to The Friends.
8.2 Records and Audds. The Friends shall keep full and accurate accounting books
antl records relating to all Operadng Revenues and Operating Expenses, all in accordance with
generally accepted accounting principies. The Friends shall give the City Such books and records
tluring reasonable business hours and upon reasonable advance notice. All books and records
shall be made available on-site at the Facility or electronically. The Friends shall keep and
preserve for at least three (3) years following each Fiscal Year, or for as long as such records are
required to be retained pursuant to Flonda Public Recortls Law (whichever is longer}, all sales
slips, rental agreements, purchase order, sales books, credit card invoices, bank books or
duplicate deposit slips, and other evidence of Operating Revenues and Operating Expenses for
such period. The City Manager shall have the right at any time, and from time to [ime, to cause
independent auditors or Me Ciry's own accountants or auditors to audit all of the books of 7he
Friends relating to Operating Revenues, Operating Expenses, tickets and Events indutling,
without limitatioq cash register tapes, credit card invoices, duplicate deposit tapes, and invoices.
No costs incurred by the City in conducting such autlit shall be considered an Opereting Expense
and all such audit costs and expenses shall be borne solely by the City.
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SECTION 9, ALTERATIONS. MAINTENANCE, AND REPAIRS.
9.1 Alterations. The Friends shall not make any permanent or strudurel additions,
improvements, or alteretions (collectively, "Permanent AI[erations")to the Faciliry without the City
Manager's or designee's prior written consent, which consent may be granted or withheld in the
City Manager's or designee's sole antl absolute discretion. The Frientls may make non-
permanent alterations which tlo not aRect the Facility's infrastructure, structural components or
building systems, including HVAC, electrical or plumbing, (collectively,the"TemporaryAlteretions"
and togetherwith the PermanentAlterations, the"Altera[ions")deemed necessary by The Friends,
in its sole discretion, without the City Manager or City's consent; provitled, however, The Friends
shall, at its sole cost and expense, restore tbe Facility to its original condition upon the expiration
or earlier termination of Ihis Agreement If The Friends fail to restore the Facility as provided in
the preceding sentence, the City may perform such restoration and recover the costs inwrred
from The Friends.
The cost of all Alterations made by The Friends shall be bome solely by The Friends from
its own funds and shall not constitute Operating Ezpenses, unless otherwise agreed to by the City
under the category of Capital Improvements or Maintenance. Nolwithstanding anything to Ihe
contrary, however, The Friends shall not under any circumstances be permitted to make any
Aiterations that: (i) a(fect the strucNral portions of the Facility, or (ii) fai! to compty with any
applicable Govemmental Requirements; or (iii) intertere in any material manner with the proper
functioning of any mechanical, electrical, plumbing, HVAG life safety or other systems, facilities
or equipment of the Facility. Except as may expressly be required pursuant to Section 92, it is
understood by the parties hereto that The Friends shall not be responsible, nor required to pay
for, any other wsts related to capital improvements or infrastrucWre (i.e. including, but not limited
to, plumbing and sewer lines, major electrical, structural, HVAC, roof, etc.) with regard to the
Facility.
The Friends shalt oblain all required permits for AlterationS performed by,through or under
The Friends and shall perform or Wuse to be peAormed such Alteretions in compliance wilh all
Govemmental Requirements. Under no circumsfances shall 7he Friends make any Alterations
that incorporate any Hazardous Substances. induding, without limitation, asbestos-containing
construc8on materials, into the Facility. Any request fa City Manager's consent to any proposed
Alteratlons by, through or under The Friends shall be made in wriling and shall wntain plans or
other written materials descnbing the work in detail reasonably satisfactory to City Manager,
provided that architecturel plans shall not be required unless required for the issuance of a
building permit The Ciry Manager shall provide or deny consent within twenty(20) business days
following receipt of The Friends' written request. The failure to provide or deny consent within
such hvenry (20) business day period shall not be deemed a consent.
92 Maintenance bV The Frientls. The Friends shall, at its sole cost and expense, have
sole responsibility for basfc and routine maintenance to the Facilily. The Fnends shall, at its sole
cos� and expense, and to the satisfaction of the City as required by this Agreement, keep and
maintain the Faciiity, and all improvements thereon, in good, clean, and sanitary order. The Ciry
and The Friends herein agrees to be bound by the minimum maintenance standards set forth in
Ezhibit"B" to ihis Agreement entitled "City of Mlami Beach Minimum Specifications for the Collins
Park Rotunda." The Friends shall promptly notiy the City of any maintenance required at the
Facility lhat is not Ihe responsibility of The Friends.
9.3 Maintenance bv the CiN. Any repairs, capital improvements or replacements
above and beyond basic and routine maintenance shall be the responsibility of the Ciry. The City
shali, at its sole cost antl expense, have the sole responsihility for maintaining the grounds of The
Rotuntla and surrounding park. Without limiting the foregoing, the City sha(I install antl be
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responsible for the repair and replacemeni of any and all mechanical, electrical, plumbing, HVAC,
life safety, including fire prevention systems antl alarms, or other systems, facilities or equipment
of the Faciliry
9.4 Personal Prooertv. A list of ezisting City-owned personal property inGutled in the
Agreement for use by The Friends during the Term hereof is attached and incorporated herein as
Exhibit "C". The Friends hereby accepts such equipment in its "as-is"condition, and without any
warranty(ies). The Friends shail have the right, at the initial inventory and at any point [hereafter,
to decline the use and responsibility for any existing Cityowned personal property not useful for
ils operation of the Facility and may tum such existing City-owned personal property over lo the
City in the condition in which it was accepted.
9.5 Utilities. The City shall be solely responsible for and shall pay(whether to the City
or directly to the utility) before delinquency, ail charges for all water and sewer, and electricity
utilities used at Ihe Facility. Any other utilities, including the connection of a phone line and
intemet, shall be the responsibility of The Frientls.
9.6 ProCedure If Taxes Assessed. The Friends agrees to, and shall pay before
delinquency, all taxes antl assessments of any kird assessed or levied,whether upon The Friends
or the Facility, by reason of this Agreement or by reason of any use(s) andlor activity(ies) of The
Friends upon or in connection with the Facility. The parties acknowledge that The Friends'
operation and use of the Facility is for public purposes, and therefore anticipate that, as ot both
the Effective Date and Construction Completion Date, no ad valorem taxes should be assessed
by the Miami-Dade County Tax Appraiser. If, however, taxes are assessed by the Property Tax
Appraiser,The Friends has the right to terminate this agreemenl without penalry by provitling thirty
(30) days' notice to the City; provided, however, The Frientls shall be solely responsible for such
payment(s)which accrued during The Friends' use of the Facility.
SECTION 10. INDEMNIFICATION.
The Friends shall indemnify, hold harmless and defend(with counsel approved by the Ci[y
Attorney) the City, its offcers, agents, servants antl employees from and againsl any and all
claims, liabiiities, demands, causes of action, costs and ezpenses (includ'mg reasonable
attomeys'fees at trial and all levels of appeal)of whatsoever kintl or naWre ("Claims")arising out
of (i) erras, omission or negligent ad or willfu! misconduct of The Friends, ifs agents, servants.
contractors, or employees�, (ii)any default by The Friends under this Agreement; or(iii) any other
claim arising, directly or indiredly, from the operation or management of the Facility or any Event
held therein or renial or use of the Facility, induding those Claims arising from the cancellation or
postponement of any Events as coniemplated in this Agreement; provided �hat there is expressly
excluded from Ihe foregoing obligations any Claims to the extent resWting solely from the 9ross
negligence or willful misconduct of lhe City, its officers, agents (excluding The Friends),
contractors (exduding The Friends) and employees or the use of the Facility by the City, its
offcers, agents (excluding The Friends), and employees, pursuant to Section 15 hereof. The
provisions of this Section 10. shall survive ezpiration or termination of Ihis Agreement.
SECTtON 11. INSURANCE REQUIREMENTS.
The Friends shall maintain, at The Friends sole cost and expense, ihe following types of
insurance coverege at all times throughout the Term of this AgreemenC
11.1 General liability insurance with not less than the following limits:
• General aggregate $2,000,000
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. Products (completed operation
aggregate) $2,000,000
• Personal and advertising (injury) $1,000,000
• (Peroccurrence) $1,000,000
• Fire damage $ 100,000
• Medical Expense $ 5,000
• Liquor Liability (aggregate) $2,000,000
• (Peroccurrence) $1,000,000
11.2 Workers Compensation Insurance shall be required untler the Laws of the State of
Florida
11.3 8uilder's Risk. 7he Friends shall carry Builder's Risk insurance during any period
of construction of Alterations or any other periotl of construction by, through or under The Friends.
The policies of Insurance referred to above shall not be subject ro cancellaGon or changing
coverege except upon at least thirty (30) days written notice to City and then subject to Ihe prior
written approval of the City's Risk Manager. The Fnends shall provide the Ciry with a Certifcate
of Insurance for each such policy, which shall name the City as an additional named ivsured. All
such policies shall be obtainetl from companies authorized to do business in the State of Florida
with an A.M. BesPs Insurance Guide (latest edition) rating acceptable to the City's Risk Manager,
and any replacement or substitute company shall also be subject to the approval of the City's Risk
Manager.
The Friends shall be the named insured under all such policies. The City shall be an
additional insured, as its interesis may appear, and aA such insurance policies shall contain a
provision covering the indemnification liabili6es hereunder.
The City shall maintain all fire hazard insurance, at its sole cost and expense. The terms
of insurance policies referred to in this Section 11. shall preclude subrogation claims against The
Friends, the Ciry and their respec[ive officers, empbyees and agents.
The ownership of the Facility and all buildings antl real estate, all existing (and
replacaments thereof) technical and offiCe equipment and facilities, fumiNre, displays, fixtures,
vefiicles and similar tangible property located at the Facility as of the Construction Compietion
Date shall remain with the Ciry. Any and all technical and office equipment and facilities, furniture,
displays, fixtures, vehicles and similar tangible property pwchased by The Friends tor use al the
faciliry shall remain property of The Friends. Any and all technical and offce equipment and
facili[ies, fumilure, displays, fixtures, vehides and similar tangible property purchased by The
Friends through funds received from grants which were applied for solely by [he Gity or in
partnership with the City for use at the facility shall remain property of the City. Ownership of and
title to all intellectual property rights of whatsoever value held in the City's name shall remain in
the name of the City. The ownership of data processing programs and software owned by the
City shall remain with the City, and the ownership of data processing programs antl software
owned by The Friends shall remain with The Friends. The assets of the City as described herein
shall not be pledged, liened, encumbered or otherwise alienated or assigned. Notwithstanding
anything to the contrary contained in this Agreement, any personality, furnishings, antl movable
equipment that is not a fizture and is not integral ro the operation of the Facrlity purchased by The
Friends with outside funds, (funds which are not a part of Opereting Revenue) and used at the
Facrlrty shall be the sole property of The Friends. Ownership o!and title to all intellectual property
rights of whatsoever value related to marketing and promotional materials, designs, slogans,
social media profiles, and web pages will remain the exclusive property of the City.
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11.4 All-Risks Property Insurance. All risks property insurance, containing a waiver of
subrogation rights which The Friends' insurers may have against the City and a9ainst those for
whom the Ci�y is in law responsible including,without limita�ion, its directors, offcers, agents, and
employees, and (except with respect to The Frientls' chariels). Such insurence shall insure
property of every kind purchased and/or maintained at the Facility, inclutling the value of aft
improvements installed in the Facility, 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.
SECTION 72. ASSIGNMENT/SUBLET.
12.1 Excep� as otherwise specifcally provided in this Section 12. , The Friends may
not volwtarily or by operation of law, assign, encumber, pledge or otherwise hansfer all or any
part of The Friends' interest in this Agreement or subcontract tts management duties hereunder
without the City's prior written consent, which may be grantetl or withheld in City's sole and
abrolute discretion. Any attempt by The Frientls to assign all or any part of its interest and any
attempt to subcontract its management duties hereunder wi[hout first having obtained City's prior
written approval shall be void and of no force or eRect In the event of any assignment, transfer,
encumbrance or subcontract, The Friends shall nevertheless remain liable for all obligations
hereunder and the transferee shall be jointly and severatly liable For all obligations thereaRer
arising under ihis Agreement. Any [ransfer ot a controlling interest in The Friends (whether in a
single transaction or multiple transactions)shall be considered an assignment ot this Agreement.
The Friends specificalty recognizes that lhe City selected The Friends to be the manager of the
Facility as a result of the City's evaluation of The Friends' specific qualif cations and experience
in operaling similar frst-class facilities.
12.2 The provisions o/ subsectan 12.1 above shall not prevent The Friends in the
performa�ce of its management duties hereunder to grant licenses and rental agreements for
Evenis pursuant to an agreement to be approved 6y the City Manager, saitl agreement shall, at
a minimum, require that ihe City and The Friends be added as additional insureds under any
liability policies and shall indemnify the Ciry and the Frientls. Notwithstanding the foregoing, the
use of any third-party concessionaire for the faciliry shall require the City Manager's prior written
consent.
SECTfON 13 PERMITS: tiCENSES: TAXES: APPLICABLE LAWS.
The Friends agrees to obtain and pay for all permits a�d licenses necessary for lhe
wnduct of its business, including a liquor or beer and wine license for the Facility, and agrees to
comply with all laws governing the responsibility of an employer wilh respect to peBons employed
by The Friends. The Friends shall also be solely responsible for payment of any and all taxes
levied on the Facility and its operations. In addition, The Friends shall comply with all rules,
regulations and laws of the City; Miami-Dade County; the State of Florida; and the U.S.
Govemment now in torce or hereafter to be adopted.
SECTION 74. FORCE MAJEURE.
No party will be liable or responsible to the other party for any tlelay, damage, loss, faiWre,
or inability to peAorm caused by "Force Ma1eure"if notice is provided ro the other party within ten
(10) days oi date on which such party gains actual knowledge o( the event of "Force Majeure"
tbat such party is unable to perform. The term "Force Majeure" as used in this Agreement means
the following: an act of God, strike, war, public rioting, lightning, fire, s�orm, Flood, explosions,
epidemics, pandemics, landslides, lightning storms, earthquakes, tloods, srorms, washouts, civil
disturbances, explosions, and any other cause whether of the kinds specificalty enumerated
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above or otherwise which is not reasonably within ihe control of the party whose performance is
to be excused and which by the exercise of due diligence could not be reasonably prevented or
overcome (it being acknowledged Ihat under no circumstances shall a faiWre to pay amounts tlue
and payable hereunder be excusable due to a Force Majeure).
Neither party hereto shall be under any obligation to supply any service or services if and
to the extent and during any periotl that the supplying of any such service or services or the
provision oT any component necessary therefore shall be prohibited or rationed by any
Governmental Requirements.
In the event of substantial damage to or destruction of the Facility by reason of fire, storm
or other casualty or any eminent domain action or other regulatory action that, in either case, shall
render a substantial part of the Facility inoperable for a period of at least ninety (90) days or in
The Fnends' or the City's reasonable opinion the Facility can no longer be operated in a
reasonably proftable manner as a result of the damages or action for a period of at least ninery
(90) days from the happening of the fire, other casualty or ragulatory action, either party may
terminate this Agreement upon written notice to the other. Upon any such terminatioq the
provisions of Section 212 shall apply; and provided City shall receive the entire amount of all
insurance proceeds or eminent domain award ta the Facility, as applicable, with The Friends to
receive any insurance proceeds or eminent domain award for their property locatetl at tbe Facility.
SECTION 15. WAIVER OF 1NTERFERENCE.
The Friends hereby waives all claims for compensation for loss or damage sustained by
reasons of any inteAerence with its operation and management of the Faciliry by any public
agency or ofricial as a resWt of their enforcement of any laws or ordinances or of any of the rights
reserved to the City herein or due to loss of access to utilities or any other interference with The
Friends' operations. Any such interference shali nol relieve The Friends from any obligation
hereunder unless such interference prevents The Fnends from complying with che terms of this
Agreement, in which case, The Friends shall have no liability to the City tor its failure to so operete
or manage lhe Facility, except to the extent that the conditions resulti� in enforcemenf are
caused by Ihe willful act or omission of The Friends.
SECTION 16. NO LIENS.
The Friends agrees that it will nol suffer, or through its actions or anyone under ils control
or supervision, cause to be filed upon the Facility any lien or encumbrance of any kind. In the
event any lien is filed, The Friends agrees to cause such lien to be discharged or bonded within
thirty (30) days therefrom, and in accortlance with the applicable law and policy. If this is not
accOmpliShed, lhe City may autOmatiCally terminate this Agreement, without further notice lo The
Friends and secure the release oi lien on behalf of The Friends. The Friends agrees to reimburse
the City for any costs associated with the payment and/or release of the lien within thirty(30)days
from receipt of ihe bill.
SECTION 17. NO IMPROPER USE.
The Friends will not use, nor suffer or permit any person to use in any manner wha[soever,
the Faciliry for any purpose in violation of any Federal, State, County, or municipal ordinance,
rule, order or regUlation, or of any governmental rule or regulation now in effect or hereatter
enacted or adopted. The Friends shall not use the Faciliry for any unlawful purpose and shall
comply with all laws, permitting, and licensin9 requirements now in force or hereafler adopted,
applicable to the Facility or the activities, uses, and/or business(es) conducted on the Faciliry.
The Friends agree not to knowingly use the Facility for or to permi[the operation of any offensive
or dangerous activity, nuisance, or anything against putilic policy. Any criminal activity in the
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Pacility knowingly caused by or knowingiy permittetl by The Friends shall result in automatic
termination of this AgreemenL Except as may result from acts of force majeure, The Friends
agree that it will not allow the Facility to bewme unoccupied or vacanL The Friends shall take
appropriate precautions to prevent fire on the Facility. Fire detection devices antl extinguishing
equipment will be provided and maintained by the City for the Facilily, and 7he Friends agree ro
re[ain such devices and equipment at the Facility.
SECTION 18. NO DANGEROUS MATERIALS.
The Friends agrees not to use or pertnit in the Facility the slorage of illuminating oils, oil
lamps, turpentine, gasoline (except for smail containers [5 gallons or less] for machinery),
benzene, naphtha, or other similar substances, or explosives or any kind, or any substance oi
thiog prohibited in the standard policies of fire insurance companies in the State of Florida.
SECTION 19. NO CLAIM AGAINST CITY OFFICERS. EMPLOYEES, INDIVIDUALS.
It is ezpressly understood and agreed by and behveen the parties hereto that all
individuals, empioyees, oRcers, and agents of the City are acting in a representa[ive capacity and
not for their own henefit; and that neither The Friends nor any occupant shall have any claim
against ihem or any of[hem as individuals in any event whatsoever in conjurtction with any acts
or duties which are reasonably related to the performance of their duties.
SECTION 20. DEFAUL7.
20.1 Defaults. The occurrence of any one or more of the following events shall
constitute an event of Default
20.1.1 The failure to make any payment requiretl to be made as and when due.
which continues for more than ten(10)days aRer wntten notice from the party to receive payment;
20.1.2 The failure or inability to observe or perform any of the covenants or
provisions of this Agreement, which continues for more than thirty (30) days afler written notice
fiom the non-defaulling party; provided, howeve�, if the nature of the failure is such that more thart
such period is reasona6ly required for its cure, then the defaulting party shall not be deemed to
have committed an Evertt of Default rf said party commences the wre within such period and
thereafter diligently pursues the cure to completion and actually compleles the cure within an
additional ninety (90) day period; or
20.1.3The assignment, encumbrance, pledge, or trans�er of this Agreement,
whether volun[arily or by operation of law (i) The making by The Friends of any general
assignment for the bene(R of Creditors; (ii)the filing by or against The Friends of a petition to have
The Friends adjudged a Chapter 7 debtor under the Bankruptcy Code, or any Code or to have
debts discharged or a petition for reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against The Fnentls, the same is dismissed
within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession o(
substantially all of The Frientls' assets locatetl ai ihe Facility or of The Fnends' interest in this
Agreement, if possession is not restored to The Frientls wi[hin sixty (60) days; or (iv) the
attachment, execution or other judicial seizure of substantially all of The Frie�ds' assets located
at the Facility or of The Friends' interest in this Agreement, where the seizure is not discharged
within sbcty (60) days.
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20.2 Remedies. If an Event of Default occurs, then in addition to any other remedies
available to the non-defaulting party, the non-detaulting party may exercise the following
remedies:
202.1 Terminate this Agreement by written notice to The Friends, in whicfi case
this Agreement shall terminate, and The Friends shall immediately surrender possession ot the
Facilily to City. Upon termination, City sfialt be enlitled to rewver from The Friends: (1)Operating
Expenses that remain unpaid through ihe date of terminalion; (2) all other amounts that The
Friends is reqoired fo pay under this Agreement through the date o�terminaGen.
20.22 Seek speci(c peAormance ot any obligations hereunder or seek injunctive
relief; and
20.2.3 Exercise any other remetlies available at law or in equiry.
202.4 The various rights and remedies reserved to either party in this Agreement
or otherwise shall be cumulative and, exCept as olherwise provided by Florida law, either party
may pursue any or all of its rights and remedies at Me same time.
20.3 Late Pavments. Any payment owed lo any party under this Agreement that is not
received within len (10)tlays following notice of such amounl being due shall bear interest at the
rate of eighleen percent (18%) per annum ('DefaWt Rate")6om the daie due until fully paid.
20.4 Not-For-Profit Status. IN THE EVENT 7HAT THE FRIENDS CEASES TO BE A
NOT-FOR-PROFIT CORPORATION, THIS AGREEMENT SHALL BE AUTOMATICALLY
TERMINATED.
SECTION 21. TERMINA710N.
21.1 Terminalion for Convenience bv Either Partv. Either party reserves and retains the
right, at its sole option and discre5on, to terminale this Agreement, without cause and without
penalty, with regard to the other party's nghts and responsibilities with respect to the operation,
management, maintenance, promofion and marketing of the Faci(ity, upon one hundred eighry
(180) days prior wririen notice ro such other party.
212 Effect of Termination. In the event this Agreement expires or is terminated for any
reason: (i) All Operating Expenses and all other obligations for the period up to the da�e of
expiration or termination shall be paid using funds on deposit in the account(s) describetl in
Section 8.7 and to the extent sucN tunds are no[suflicient.The Friends shall pay all suGh amounts
from its own funds; (2) Aker all amounts referenced in subparagraph (1) have been paid, The
Friends may retain all remaining Operaling Revenues (if any). Upon Ihe expiration of Ihis
Agreement or a termination for any reason, all further obligations of the parties hereunder shall
terminate except for any obligations which ezpressiy survive such expiration or termination by
their terms. All of the foregoing reimbursemenl and the payment obligations are to be made within
thirty(30)days after the termination date. The provisions of this Section 212 regarding the above
reimbursement and payment obligations of the City shall survive the termination of this
Agreement.
21.3 SurrenderofFacility. UponterminationorexpirationofthisAgreementTheFriends
shall surrentler and vacate the Facility upon tbe efiective date of such termination or expiration of
this Agreement The Facility and all equipment and furnishings owned by the City shall be
returned lo the City, all property of The Friends shall be removed, and the Facility shall be retumed
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to the City in broom clean wndition antl in compliance with all Governmen[al Requirements,
ordinary wear and tear, and casualty loss excepted.
SECTION 22. NO7ICES.
All notices mailed electronically to either party shall be deemed [o be suRiciently
transmitted.
The Friends:
FRIENDS OF THE BASS MUSEUM, INC.
2100 Collins Avenue
Miami Beach, Florida 33139
Attention: Silvia Karman Cubina
Ph: 305-673-7530
E-mail� scubina(d;thebass.orq
The City:
'*s
City of Miami Beach
1700 Convention Center Drive
Mianii Beach, Florida 33139 `
Attention: City Manager �,�'� ����
With copy to:
City of Miami Beach
Tourism and Cultural Development ��-�- �
1755 Convention Center �nve, Suite 500
Miami Beach. Fbrida 33139
Attention: LissetteArrogante, Director
Ph: 305-673-7577
Email: IissettearroaanteQmiamibeacNFl,oov
The Fnends aod the City may change the above mailing or e-mail atldresses at any time upon
giving the other party written notif catioa All notices under Ihis Agreement must be in writing.
SECTION 23. NO DISCRIMINATION.
In connection wi[h the peKormance of the Services, The Friends shatl not ezclude from
participation in, deny the benefRs of, or subject to discriminalion anyone on the grounds ot race,
color, national ongin, sex, age, disabiliry, religion, income or family staWs.
Additionally, The Friends shall comply fully with [he City of Miami Beach Human Rights
Ordinance, codifed in Chapter 62 0( the City Code, as may be amended from time to time,
prohibi�ing tliscrimi�ation in employment (including independent contractors), housing, public
accommodations, public services, and in connection with its membership or policies because of
actual or perceived race, color, national origin, religion, sez, intersexuality, gender identity, sexual
orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture andlor
hairsryle, domestic partner staWs, labor organization membership, familial situation, or political
aff liation.
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SECTION 24. LIMITATION OF LIABILITY.
The Ciry desires to enter into this Agreement only if in so doing the Ciry can place a limit
on its liability for any cause of action for money damages due to an alleged breach by the City of
this Agreement, so that its liability for any such breaCh never exceeds [he sum of$10,000. The
Friends hereby ezpresses his willingness to enter into this Agreement with The Friends' recovery
from the Ciry for any damage action for breach of contract to be limited to a maximum amount of
$10,000, less the amount of all funds actually paid by the Ciry to The Friends pursuant to this
Agreement.
Accordingly, antl no�withstanding any other term or conditipn of this Agreemen[, The
Friends hereby agrees that the City shall not be liable to The Friends for damages in an amount
in excess of $10,000, which amount shall be reduced by the amount acWally paid by the City ro
The Friends pursuant to this Agreement, for any action or daim for breach of contract arising out
of the performance or non-pertormance of any obligations imposed upon the City by this
Agreement Nothing contained in this paragraph or elsewhere in this Agreement is fn any way
intended to be a waiver of the limitation placed upon the City's liabiliry as set forth in Section
76828, Florida Statutes.
SECTION 25. NOT A LEASE.
It is expressty understood and agreed that no part, parcel, building, structure, equipment,
or space is leased to The Friends; that Ihis Agreement is a management agreement and not a
lease; and that The Frie�ds' right to operate and manage the Facility shall continue only so long
as The Friends complies with the undertakings, provisions, agreements, s4pulations, and
conditions of this Agreement.
SECTION 26. MISCELLANEOUS.
26.1 Venue/Waiver of Jury Trial. ThisAgreement shall be governed by, and construed
in accordance with, the laws of lhe State of Florida, both substantive and remedial, without regard
lo principals of conFlict of laws. The exGusive venue for any litigation arising out of this Agreement
shall be Miami-Dade County, Flonda, if in state wurt,and the U.S. District Court, Southem District
of Florida, if in federal wurt. BY ENTERING INTO THISAGREEMENT, CITYAND THE FRIENDS
EXPRESSLY WAIVE ANY RlGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY
CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT
26.2 No Partnership or Joint VeNure. Nothing herein contained is intended or shall be
construed in any way to create or establish the relationship of partners or a joint venture beN+een
ihe City and The Friends. None of Ihe officers, agents or employees of The Friends shall be or
be deemed to be employees of the Ciry for any purpose whatsoever.
26.3 Entire Apreement. This Agreement and all Ezhibits attached hereto contain the
entire agreement between the parties with respeci to the subject matter hereof and supersedes
all prior agreements, understandings, proposals or other expressions of intent with respect
thereto. The Exhibits attached hereto are incorporated into and made a part of this Agreement.
No other agreements, representations, warranties or other matters, whe�her orel or written, will
be deemed to bind the parties herero with respecl to the subject matter hereof.
26.4 Wntten Amendments. This Agreement shall not be altered, modifed or amended
in whole or in part, except in writing executed by each of the parties hereto. The City Manager,
on behalf of the City, shall have authority to approve any changes to this Agreement.
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26.5 Bindina Uoon Successors and Assiqns: No Third-Partv Beneficiaries.
26.5.1 This Agreement and the rights and obligations set forth herein shall inure
to the beneft oL and be binding upon, the parties hereto and each of their respective permitted
successors and permitted assigns.
26.52 This Agreemenf shali not be wnstrued as giving any person, other than the
parties hereto and their successors and permitted assigns, if any, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any of the provisions herein contained,
this Agreement and all pmvisions and conditions hereof being intended to be, and being, for the
sole and exclusive benefit of such parties and their successors and permitted assigns and for[he
benefit of no other person or enlity.
26.6 Section Headinos and Defined Terms� Counterparts. The headings contained
herein are for reference purposes only and shall not in any way affect the meaning and
interpretation of ihis AgreemenL The terms defined herein include the plural as well as the
singular and the singular as well as the pWral, and the use of masculine pronouns shall include
the feminine and neuter. Except as othenvise indipted, all agreements defined herein refer to
the same as from time to time amended or supplemented or the terms thereof waived or modified
in accordance herewith and therewith.
This Agreement may be ezecuted m two or more oounterparts, each ot which shall be
deemed an original copy of ihis Agreement, and all of which, when taken together, shall be
deemed to constitute but one and the same agreement.
26J Severabilitv. The invalidity or uneMorceability of any particular provision, or part
of any provision, of this Agreement shall not aflect the other provisions or parts hereof, and this
Agreement shall be consVuetl in all respec[s as if such imalid or unenforceable provisions or
parts were omitted.
26.8 Non-Waivec A failure by either parly to take any action wifh respect to any default
or violation by the olher of any of the terms, covenants, or conditions of this Agreement shall not
in any respect limit, prejudice, diminish, or constitute a waiver of any righ[s of such party to act
with respect to any prior, wn�emporaneous, or subsequent violation or default or with respeCt to
any continuation or repetifion of the original violation or default.
26.9 Certain Reoresentalions and Warranties.
26.9.1 The Ciry represents, warrants, and covenants to The Friends the following�.
(i) City has full legal right, power antl authority to enter into and perform its obligations hereunder,
and {ii) this Agreement has bCen duly executetl and delivered by the City and constitutes a valid
and binding obligation of the City, enforceable in accortlance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws aRecting
creditors' rights generally or by general equitable principtes.
26.9.2 The Friends represents and warrants to [he City the foNowing: (i) The
Friends has full legal right, power and authority to enler into and perform its obligations hereunder,
and (ii) this Agreement has been duly ezecuted and delivered by The Friends and consiiWtes a
valid and binding obligation of The Friends, enforceable in accordance with its terms, except as
such enforceability may be Gmited by bankrupicy, insolvency, reorganization or similar laws
affecting creditors' rights generelly or by general equitable principles.
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26.10 Goveminq Law, This Agreement will be governed by and construed in accordance
with tha intemal laws of the State of Florida,without giving effect to otherwise applicable principles
of conFlicts of law. The parties further consent to Miami-Dade Counry, Fbrida, as the sole venue
for resolving any state court, federal court, or arbitration proceedings arising from or relating to
the performance or interpretation of this Agreement.
SECTION 27. THE FRIENDS'COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW.
Pursuant to Section 119.0701 of the Florida Statutes, if The Friends meet the defmition of
"Contractor" as def ned in Section 119.0701(1)(a), the Concessionaire shall�.
a) Keep and maintain public records that ordinariry and necessarily would be required
by the public agency in order to pertorm the service;
b) Provide ihe public with access to public records on the same terms and conditions
that the public agency would provide the rewrds and at a cost that does not ezceed
the wst provided in this chapter or as otherwise provided by law;
c) Ensure that public records that are exempt or confidential and ezempt from public
records discfosure requirements are not disclosed except as authorized by law;
and
d) Mee[ all r�equirements for retainirg public records and transter to lhe City, al no
City cost, all public records created, received, maintained and/or directly related to
the performance of this Agreement that are in possession of The Friends upon
termination of this Agreement. Upon termination of this Agreement, the
Concessionaire shall destroy any duplirate public records that are exempt or
confdential and exempl from public records disclosure requiremenis. All rewrds
stored electronically must be provided to the City in a format that is compatible with
the information technology systems of the City.
For purposes of this Article, the term 'pubfic recortls'shail mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or
other material, regardless o(the physical form, characteristics, or means of Iransmission, made
or received pursuant to law or ordinance or in connection with the transaction of official business
of the City.
The Friends' failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event The Friends does not compy with the public records disclosure requirement
set forth in Section 119.0701 of the Florida Statutes, Ihe City may, at the City's sole tliscretion,
avail it5elf of the remedies set forth untler this Agreement and availabfe at taw.
SECTfON 28. PROHIBITIONS REGARDINCa SALE OR USE OF EXPANDED POLYSTYRENE
fOOD SERVICE ARTICLES.
Pursuant to Section 82-7 of the City Cotle, as may be amended from time to time, e8ective
August 2. 2074, the City has prohibited the use of expanded polystyrene food service articles by
City Contractors, in connection with any Ciry contract, lease, concession agreement or Special
event permit. Additionally, pursuant to Section 62385 of the City Code, as may be amended from
time to time, no polystyrene food service articles will be allowed in the right-of-way, antl no
polystyrene food service artides can be provided to sidewalk cafe pahons.
Expanded polystyrene is a petroleum byproduct wmmonly known as Sryrofoam.
Expanded polystyrene is more particularly defined as 6lown polystyrene and expanded and
extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and
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processed by any number of techniques including, but not limited to, fusion of polymer spheres
(expantlable bead foam), injection molding,foam moltling,and extrusion-blown molding (extruded
foam poystyrene).
Expanded polystyrene /ood service aRicles means plates, bowls, cups, containers, lids,
trays, coolers, ice chests, and all similar artides that consist of expanded polystyrene.
Additionally, Concessionaire agrees to wmply (and ensure compliance by its vendors)
with Section 46-92(c)of the Ciry Code, which states that it is unlawful for any person to carry�
expanded polystyrene product onto any beach or into any park within the City or for any business
to provide plastic straws with the service or delivery o(any beverage to patrons on the beach.
The Friends agrees not to sell, use, provide food in, or offer the use of expanded
poystyrene food service articles at the Facility or in connection with Ihis Agreement. The Friends
shall ensure that all vendors operating in the Facility abide by the restrictipns contained in this
Section 28. A violation of this Seciion 28 shall be deemed a default unqer the terms of tt�is
Agreement. This Section 28 shall not apply to expanded polystyrene food service articles used
for prepackaged food that have been filled and sealed prior to receipt by The Friends or its
vendors.
SECTION 29. ENERIFY.
29.1 The Friends ("Consultant" for purposes of this Section 29. ) shall comply with
Secfion 448.095, Florida Statu[es, "Empbyment Eligibility" ("E-Veriry Statute"), as may be
amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021,
Consul(ant shall register with and use the E-Verity system to vertfy the work authorization status
of all newly hired employees during the Term of Ihe Agreement. Additionally, Consultant shall
ezpressly require any subconsultant peRorming work or providing services pursuant [o the
Agreement to likewise utilize the U.S. Department of Homeland Security's E-Veriry system to
verify the employment eligibility o( all new employees hired by the subconsultant during ihe
contract Term. If Consultant enters into a rAntract with an approved subconsultant, the
subconsultant must provide the Consultant with an affidavit stating that the subconsultant does
not employ, conMact wiih, or subconhact w'ith an unauthorized alien. ConsWtant shall maintain a
copy oF such affidavit for the duration of the Agreement or such olher extentled period as may be
required under this Agreement.
29.2 Termination Riflhts.
292.1 If the Ciry has a good faith belief that Consultant has knowingly violated
Section 448.09(1), Florida StaWtes, the City shall terminate this Agreement with Consultant for
cause, and the City shall thereafter have or owe no further obligation or liabiliry to Consul[ant.
29.221f the City has a good faith belief that a subwnsultant has knowingly
violated the foregoing Section 292.1, but the Consultant othenvise complied with such
subsection, the City will promptly notify the Consultant and order the Consultant to immediately
terminafefheAgreementwiththesubconsultant. ConsultanCsfailuretolerminateasubconsWta�t
shall be an event of default under this Agreement, entitling City to terminate the Consultanfs
conlract for cause.
29.2.3 A conhact terminated under the foregoing subsections is not in breach of
contract and may not be considered as such.
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292A The City or Consultant or a subconsultant may file an action with the Circuit
or County Court to challenge a termination under the foregoing subsections no later than 20
calendar days aRer the date on which the contract was terminated.
292.5 If the City terminates the Agreement with ConsWtant under the foregoing
subsections, Consultant may not be awartled a public contracl for at least 1 year after the date of
termination oF this Agreement.
292.6 Consultant is liable for any additional costs incurred by the City as a resWt
of(he termination of this Agreement under this Section 29. .
SECTION 30. PEPSI AND RED BULL.
The City has entered into an agreement with PEPSI, efrective July 1, 2022, through
June 30, 2032, and with Red Bull Distribution Company, eifective April 18, 2023,through June 30,
2027. to be the exclusive provider of non-alwholic beverages and coBee products. The Friends
shall only sell PEP51 and Red Bull Distribution Company beverages at the Faciliry as listed in the
attached Exhibit"D" and as may be updated from time to time.
SECTION 37. THE FRIENDS'COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS.
The Friends agrees to comply with Seclion 787.06, Fbrida Statu[es, as may be amentled
from time to time, antl has exeCuted the Anti-Human Trafficking Affdavit, con[aining the
cehification of compliance with anti-human trafficking laws, as required by Section 787.06(13),
Florida Statutes, a copy of which is attached hereto as Exhibit"E".
SECTION 32. PROHIBYf10N ON CONTRACTING WITH A BUSINESS ENGAGING IN A
BOYCOTT.
The Friends warrants and represents thffi R is not currently engaged in, and will not engage
in, a boycott. as tlefned in Section 2-375 of the City Code. In accordance with Section 2-
375.1(2)(a) of Ihe City Code, The Friends hereby certifies that The Friends is not currently
engaged in, and for the dura[ion of the Agreement, will not engage in a boycott o( Israel.
SEC710N 33. PROHIBITION OM CONTRACTING W17H AN INDIVIDUAL OR ENTITY WHICH
HAS PERFORMED SERVICES FOR COMPENSATION TO A CANDIDATE FOR CITY
ELECTED OFFICE.
The Friends warrants and represents that, within two (2) years prior to the Effective Date,
The Friends has not received compensation for services performetl for a candidate for City
elected oKce, as contemplat0d by the prohibitions and exceptions of Section 2-379 of the Ciry
Code.
For Ihe avoidance o(doubt, the restrictions on contracting with ihe City pursuant to Section
2-379 of the City Code shall not apoN to the following:
(a) Any individual or entity that provides goods to a candidate for o�ce.
(b) Any indivitlual or entiry that provides services to a candidate for office if those same
services are regularly performetl by the individual or entity in the ordinary course of
business for clients or customers other than candidates for office. This indudes, without
limitation, banks, telephone or inlemet service providers, printing companies, event
venues, restaurants, calerers, trensportation proviQers, and o�ce supply vendors.
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(c) Any individual or entiry which performs licensed professional services (including for
example, legal or accounting services).
SECTION 34. PROHI8ITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF
CONCERN WHEN AN INDIVIDUAL'S PERSONAL IDENTIFYING INFORMATION MAY BE
ACCESSED.
The Friends hereby agrees to comply with Section 287.138, Florida Statutes, as may be
amended from time to time, wbich states [hat as of January t, 2024, a govemmental entity may
not accept a bid on, a proposal (or, or a reply to, or enter into, a contract with an entity which
would granl the entity access to an individuafs personal identifying information (PII), unless the
entity provides the govemmental entity with an afiidavit signed by an officer or representative of
the entity under penalry of perjury attesting that the endry dces not meet any oF the criteria in
Paragraphs 2(a)-(c)of Section 287.138, Florida Statutes: (a)the entiry is owned by a govemment
of a foreign country of concem; (b) the government of a foreign country of concern has a
controlling interest in the entity; or (c) the entity is organized under the laws of or has its principal
place ot business in a foreign country of concem (each a "Prohibited Entity"). A foreign country
of concern is defined in Section 287.138 (i)(c), Florida Slatutes, as may be amended trom time
to time, as the People's Republic of China, the Russian Federetion, the Islamk Republic of Iran,
the Democratic People's Repubiic of Korea, lhe Republic of Cuba. the Venezuelan regime of
Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity of
significant wntrol of such foreign country of concern. Additionally, beginning July 1, 2025, a
govemmental entity may nol extend or renew a contract wdh a Prohibited Entity. The Friends
warrants and represenls that it does not fall within the definition of a Prohibited Entity, and as
such, has caused an aulhonzed representative of The Friends to execute[he"Prohibition Against
Contracting with En[ities of Faeign Countries of Concern AflidaviP', incorporated herein by
reference and attached hereto as Exhibit"F".
[SiGNATURE PAGE FOLLOWS]
23 of 31
DM US 21221�6a0-2 099149.1363 134 Of 1�91
Draft ConVacino.24-00]-01
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and
their seals to be affixed ali as of the Effective Date.
Attest: CI7Y OF MIAMI BEACH
By:
Rafael E. Granado, City Clerk Eric T. Carpenter, P E.. City Manager
FRIENDS Of THE BASS MUSEUM, INC.
ey:
Signature , i[s
Print NameTtle
24 of 31
135 of 1791
DM US 24214HP2 099149.1363
EXHIBIT A
SITE PLAN AND LEGAL DESCRIPTION OF THE FACILITY
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IFGAL DESCPIPTION'
A parcel o�land being a portion o(CITV CARK,of THE OCEAN FXONT PROPERT'OF TME MI4MI BEACN
IMVBOYEMfNT COMPANV,attarEing ro[�e plat thereof,as rewrded in Plac Book 5,Page 7 ot the Public
RewrCs of Miami-DaCe County,Flontla,w�icA Is SouM of 22ntl Stree[,and Wes�of Collins Avenue,being more
particuladY deunbed as tollows�.
All of Ihat part of said CITV PAflR,mntained within a cirde having a radius 01153]teeq whose mnter bears
5 62'1<'a9"W and is 18]OB lee[Imm th<incerseRion ot the Centedines of 22nd Street anC Collins Avenue.
lESS thal oortion of said cirde,�e'mg e�2emal of a concenttic cirmlar curve,being oHset 1.00 feet to the mterior
fmm the eEge o(said cirde and being boonEed Nort�edy by a line beanng 519'39'aY'E from t�e cen[er ot viA
cirde anE Eeing�ountled Sovtherfy bY a line bearing 5o]'to'oY E tmm ene anrer ol wid cirde.
LESS that portlon ot said cirtle,being e�rtemal o�a conten[ric circular mrve,being oflse[1.00 fret[o tne inrerior
fmm Ihe edge of said ctrde and being bauntled NortheAY by a ivie bearing N AO'20'18"E from the centero(vid
cirde and Eeing bounded Sou[hedy by a line bearing N 58'99'S9"E Irom the center of witl cirde.
iOGETHEN WITM�.
BEGINNING at t�e pnin[on Ihe eAge o/said orde,heanng N 85'09'3d"W from the renter of said cirde;t�ence
N]0'24'S1"W,a d¢lance oi 10.51 feet;[hence 5 19'35'09"W,a dis[ance ot II.51 fceT,[hence N]0']a'S3"W,a
tlistance af 11.1]�eeq lhence N 1995'OB"E,a Eis[ance of 25J5 feel;[hena N�0'2A'S2"W,a dis[ance of 176]
leet;t�ence N 19'35 OB'E,a dittance o�20.00�eeq thente 5)020'S1'E,a distance o�ll.6]leet;t�entt
N 19'35'08"E,a distance o11058 feeC Nence 5]0'l4'S2"E,a tlistance of ll.11 feeC Nence 5 19'35'OB"W,a
dis[ance of 3092 teel;thence 5]0'2f53"E,a distana o!10.50 feel ro Ihe poine of��ttrsecHon wit�the eEge
at saitl cirde,uid point of mtersMian bears N SS4P3i"W tmm che centerol saiE cirde;them'<Sout�westerly
and SoutheAY.�urving along said cirtle ro[he lek,through a cen[ral angle ot 2912]'00",br an arc distanm of
13 OC teeq[o Ihe POINT OF BEGINNING.
Containing 3,118 spuare feet,more or less,hy mmputations.
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136 of ll91
EXHIBIT B
CITY OF MIAMI BEACH
MINIMUM MAINTENANCE SPECIFICATIONS
FOR MAINTENANCE OF THE COILINS PARK ROTUNDA
These minimum operating and mainlenance standards are intentled to be considered as a whole
and intended to provide an overall standard �or the Facility. Individual discrepancies, as well as
deviations, from any individual stantlard sball not be considered a default of the Agreement; it is
the intention of the parties that this Exhibit is merely a guide and that The Friends is only expected
to use good faith efrorts to endeavor to meet the standartls set forth herein. In the event of a
conflict between ihe terms or conditions of the Agreement and the terms or conditions of this
Exhibit, the terms and conditions of the Agreement shall control.
PERSONNEL
The Friends shall have the sole responsibility to recruit antl employ a full-time general manager
and any necessary adminisirative and acwunting personnel Ihat are responsible for the overall
management and operation of the Facility.
THE FRIENDS shall have the sole responsibility to recruit and employ su�cient personnel to
maintain the following functions: general and event security:janitorial, housekeeping and cleaning
for both event and non-event deanup (including graffiti removaq; painting and general overall
maintenance of the Faciliry to ensure that the Facility is being maintained consistent with other
Comparable Facilities.
The City shall have (he sole responsibility!or maintenance of capital systems, electrical systems,
plumbing; and air conditioner operation.
THE FRIENDS shall have the sole responsibility to recruit and employ personnel as it deems
necessary(or the staging a�d coordinating of Events and productions.
THE FRIENDS shall maintain personnel policies that assure employment practices do not
discriminate on the basis of race, color, religion, military status, marital status, physical or mental
disability, national origin, age, gender, or sexual preference.
EMERGENCYPROCEDURES
THE FRIENDS shall assign an employee and a backup employee to act as an EmergenCy Liaison
to the City. This indiv�dual will be required to use good faith eBoRs to attend any and all meetings,
held by the Ciry, that deal with emergency situations, such as extreme weather events, terrorisl
acts, eta The Liaison will serve as the point of contact during any emergency crisis.
THE PRIENDS shall develop and implement a Hurricane Preparedness Procedure, a copy of
which shall be provided to the City.
JANI70RIAl, CLEANING AND HOUSEKEEPING
The Facitity shall be reasonabty clean and stocked wilh supplies (i.e. toilet paper, soap, etc.) at
all times. This includes general cleaning during non-event times, as well as during Events.
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137 of ll91
Restrooms are to be cleaned during Events and on a periodic basis during non-event times to
assure that they are in a functional and reasonably sanitary condition.
The City shall have the responsibility for Sanitation and Wasle as it relates to emptying of the
dumpster antl servicing trash receptacles within the park area. The dumpster will be serviced at
current service levels. Any additional dumpster services and the collection of antl depositing o(
trash within the Facility wift be the responsibility of THE FRIENDS .
At the City's responsibiliry, treatment tor pests and rodents (except termites) shall occur on a
Quarterly basis as needed to prevent infestation or as required by applicable Code.
Flooring shall be cleanetl and polished on an as neetled basis.
Windows shall be maintained in a reasonably clean condition and cleaned on an as-needed basis.
Entrance doors and mirrors shall be maintained in a reasonably clean condition and cleaned on
an as needetl basis.
LANOSCAPING
The City shall maintain all exterior landscaping
EXTERIOR LIGHTING
The Facility shall remain illuminated regularly after dark. The City shall maintain alf exterior
lighting.
EQUIPMENT MAINTENANCE AND GENERAL MAINTENANCE
Equipment shall be maintained in a good and workmanlike manner in order to maintain in full
force and affect all dealer's and manufacturer's warrenties. THE FRIENDS shall develop an
annual schetlule for equipment inspection and preventative maintenance.
Upon termination, cancellation, and/or expiration of the Agreement, THE FRIENDS shall provide
all records maintained in accordance with Section 82. All existing warranties that are transferable
will be [ransferred to the City.
THE FRIENDS shall post and maintain, as required by any applicabie governmenta!code andlor
regulation, any and all required professional licenses, certifcations, and/or permits.
The City shall maintain and inspect all building safety syslems including but not limited to: smoke,
fire, and CO detector systems, backup generetor operation, emergency battery backup functions,
emergency lighting, emergency egress, special needs and blackout preparetlness equipment. All
building safety systems shall be tested on at least an annual basis or as required by federal, state
or local codes and regulations and maintained in opereting condition at ail times.
The City shall develop and implement a plan for inspection and maintenanc2 for the Facility's
HVAC systems. This shall include inspection of all HVAC controls on a Quarterly basis to verify
proper setting and operation as well as any adjustments andlor maintenance that may be
appropriate, inclutling, but not limited to filter replacement, blower and/or heat exchanger, proper
operatlon of air intakes/vents, fan units, ducts, etc.
THE FRIENDS has the sole responsibility of maintaining the paint on the interior of the Facili[y.
27 of 31
138 of 1791
EXHIBIT C
CITY OF MIAMI BEACH OWNED PERSONAL PROPERTY INCLUDED IN THE AGREEMENT
1. Speakers & Subwoofers
2. Mechanically operated curtains at curtain wall
3. AV Rack
4. Track light fixtures
5. Linear LED lights
6. Exposed Can lighis
7. Recessed Lights
8. Surface-mounted light fixtures
9. Suspended pipe grid for theatrical equipment
10. Recessed Walk off Mats
11. AV System
1. Sony Laser Projector w/zoom lens
2. Bluetooth Receiver
3. Assisted listening system wl antennas,
4. Video matrix and video switch devices
5. Brightsign I� player
6. Ipad Pro 13"
7. Dell Optiplez Desktop Mini Tower
8. Wireless Mic System and (2) handheld devices
9. Microphone Stand wl boom
10. (2) Wired Microphones
11. Marani 8-Channel Amplifier
12. Netgear POE Port Unifed Core Sys[em and wif access point
13. Unifed Core Audi 8 Video Cantroller
14. Surface mounted touch screen controller
15. Global cache controller
16. Metal Rack w/vent and wheels
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139 of 1791
EXHIBIT D
PEPSI AND RED BUIL PRODUCT LIST
Red Bull Product List Link: httos�//www redbulldistributionwmoanv com/oroducts
Pepsi Product List: see attached 4-page PDF titled "2025 Pepsi Beverage Portfolio"
29 of 31
140 of ll91
EXHIBIT E
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance wilh Section 787.06 (13), Plorida Statutes, the undersigned, on behalf of The
Friends hereby attests under penalty of perjury thal The Friends does not use wercion for labor
or services as def ned in Section 787.06, Florida StaWtes, entitled"Human Trafficking".
I understand that I am swearing or affuming under oath to the truthfulness of the claims made in
this affidavit and that[he punishment for knowingly making a false statement includes fnes andlor
imprisonment.
The undersigned is authorizetl to execute this affidavit on behalf of The Friends.
THE FRIENDS:
Friends of the Bass Museum, Inc., a Florida not-for-proft corporetion.
NameTtle: (Address)
State ot
Counry of
The foregoing instrument was acknowledged before me by means of 0 physical presence or ❑
online notarization, this _ day of 2025 by
, as , of Friends of the
Bass Museum, Inc., a Florida not-for-profit corporation, known to me to be the person described
herein, or who producetl as identification, and who did/did
not take an oath.
NOTARY Pl1BLIQ
(SignaNre)
(Print Name)
My commission expires:
30 of 31
141 of 1791
EXHIBIT F
PROHI8ITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN
AFFIDAVIT
In accordance with Section 287.738, Florida StaW[es, incorporatetl berein by reference, the
undersigned, on behalf of Tbe Friends, hereby attests under penalty of perjury that The Friends
does not meet any of the following criteria in Paragraphs 2(a}(c) of Section 287.138, Florida
Statutes {a) The Friends is owned by a govemment of a foreign country of concem�, (b) the
govemment of a foreign country of concem has a coMrolling interest in The Friends; or (c) The
Friends is organized under the laws of or has its principal place of business in a foreign country
of wncern.
I understantl that I am swearing or aRirming under oath, under penalties of perjury, to the
truthfulness of the ciaims made in this affidavit and that the punishment for knowingly making a
false statement inclutles fines and/or imprisonment.
The undersigned is authorized to execute this affWavit on behalf of The Friends.
THE FRIENDS:
Friends of the Bass Museum, Inc., a Florida not-for-profit corporation.
NameTtle: (Address}
State of
Counry of
The foregoing instrument was ackrrowledged before me by means of � physical presence or ❑
online notarization, this day of 2025 by
as , of Friends of Ihe
6ass Museum. Inc., a Florida not-for-profit corporation, known to me to be the person described
herein, or who produced as identification, antl who ditlldid
not take an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires:
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142 of 1791