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HomeMy WebLinkAboutManagement Agreement between the CMB and Friends of the Bass Museum for the Management and Operations of the Collins Park RotundaZO7S- 33gofo Dowsign Emebpe ID: WFE38 DA749N BBDF-E3505FADcMB 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 MANAGEMENT AGREEMENT (this "Agreement") is effective as of the SEP Q 2025 (the'Effective Date"), by and between the CITY OF MIAMI BEACH, a-rlormamunicipal corporation, hating Its principal office at City Hell, 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City'), and FRIENDS OF THE BASS MUSEUM, INC., a Fonda not -for -profit corporation, whose current address is 2100 Collins Avenue, Miami Beach, FL 33139 ("The Friends'). RECITALS WHEREAS, the City is the owner of the Collins Park Rotunda (the "Rotunda'), located at 2100 Collins Avenue, City of Miami Beach, Florida, 33139, and which is more particularly described and depicted in Exhibit'A,' a0ached hereto 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 Resolution No. 2024-32975, on April 3, 2024, the Mayor and City Commission accepted the recommendation of the City Manager to negotiate an Agreement with The Friends further, requiring that the final Agreement be subject to approval by the Mayor and City Commission; and WHEREAS, accordingly, the City and The Friends have negotiated the following Agreement, whereby the City wishes to engage The Friends, and The Friends hereby accept such engagement, to provide management services for the Facility on the terms and conditions set forth herein. NOW THEREFORE, recognizing the aforestated recitals as true and correct and incorporating herein, and in consideration of the mutual covenants and conditions herein contained, it is agreed by (he parties hereto as follows: SECTION 1. DEFINITIONS. For purposes of this Agreement, the following terms have the meanings referred to in this Section 1. 'Bass Museum Agreement' - that certain agreement between the City and The Friends for the operation and management of the Bass Museum of Art dated as of October 1, 2024 'Cif' - as defined in the first paragraph of this Agreement. "City Commis Igo'- the governing and legislative body of the City, 1 of 31 W US 21221afa0-2 p99'/c91wa "City Manager" — the chief executive officer of the City, 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 with respect to any or all matters pertaining to this Agreement. City Manager's designee shall be the City's Tourism and Culture Director. "Contract Year" — each one-year period beginning October 1st and ending September 30th. "Effective Date" — provided that this Agreement has been executed by City and The Friends, the date set forth in the first paragraph of this Agreement. "Event" — all uses at the Facility which involve a scheduled show with a beginning and ending time, typically all within the same day. With respect to a "Series" (as such term is hereafter defined"), each show within the Series shall constitute an Event. "Event Expenses" — any and all expenses incurred or payments made by The Friends in connection with the occurrence of an Event at the Facility including, but not limited to, costs for staffing, and costs relating to set-up and clean-up. "Expiration Date" — as defined in Section 2.1. "Facility" — as defined in the Recitals of this Agreement, and as depicted in Exhibit "A" hereto. "Facility Rentals' —temporary use of the Facility at speck interval of time pre -determined and agreed upon by The Friends. "Fiscal Year"— each City fiscal year beginning October 1st and ending September 30th. "Governmental Requirements" — all laws, ordinances, rules, regulations, statutes, policies and procedures (including administrative guidelines), and other legal requirements of any governmental body or authority or any agency thereof (including, without limitation, federal, State, County, and City). "Net Operation Loss/Profit" — with respect 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 Operating Expenses for such Fiscal Year, in the case of a profit. "Operating Expenses" — any and all expenses and expenditures of whatever kind or nature incurred, directly or indirectly, by The Friends in operating, managing, maintaining, and promoting the Facility including, but not limited to: employee compensation, employee benefits, supplies, materials, costs of any independent contractors, advertising costs, all costs of maintaining the Facility (as required by this Agreement), marketing and public relations costs and commissions, janitorial and cleaning expenses, dues and membership costs, amounts expended to procure and maintain permits and licenses, sales taxes imposed upon rentals, professional fees directly relating to the operation of the Facility, printing costs, Event Expenses, postage and freight costs, equipment rental costs, computer equipment leases and line charges, telephone and telecommunications services, artist and talent fees, show settlement charges, security expenses, travel and entertainment expenses in accordance with The Friends' normal policies, the cost of employee uniforms, safety and medical expenses, exterminator costs, costs relating to the maintenance of signage, costs associated with compliance of Governmental Requirements, all premiums for insurance carried by The Friends pursuant to Section 11, and all other costs of operating the Facility. Operating Expenses shall not, however, include any costs of litigation 2of31 Du us between City and The Friends, or any costs that are specked 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. "Operating Revenues" — any and all revenues of every kind or nature derived from operating, managing or promoting the Facility including, but not limited to: concession fees, rentals, revenues from merchandise sales, advertising sales, equipment rentals, box office revenues, food service and concession revenues (However, if such revenues are collected in the first instance by and retained by the concessionaire, only the amount of such revenues paid by the concessionaire to The Friends shall be included as Operating Revenues), commissions or other revenues from decoration and set-up, security and other subcontractors (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 subcontractors to The Friends shall be included as Operating Revenues), revenues generated from separate agreements with The Friends pertaining to the Facility, interest revenues, and any other miscellaneous operating revenues; all as determined in accordance with generally accepted 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 of the promoter and/or performer 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 and/or performer, and The Friends retains such ticket sale revenue as the source of funds from which The Friends collects the rental charges and other event reimbursements owed by the promoter and/or performer for use of the Facility, such charges and reimbursements shall be Operating Revenues hereunder. Operating Revenues shall also not include any revenues from name -in -title rights (i.e., the right to name the exterior or interior of the Facility or any portion thereof, except as expressly set forth herein), and any signage related thereto, all of which are specifically reserved to the City. "Quartedv/Quarter(s)" — October V, January 10, April 1°k and July 181 of each Fiscal Year. "Series" — a sequence of Events which may or may not involve the same production elements but can be characterized by a unifying theme and schedule. "The Friends" — as defined in the 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 extend this Agreement for one (1) additional term of two (2) years (the "Renewal Term") by agreeing to such extension in writing not less than twelve (12) months prior to the expiration of the Initial Term or an exercised Renewal Term. The Initial Term and any successive Renewal Terms, if agreed by the City and The Friends, may collectively be referred to as the "Term". 2.3 Effective Date. The Friends hereby acknowledge that, as of the Effective Date, the Facility is under construction with an anticipated completion date of Fall 2025. The Friends shall not take possession of, nor occupy the Facility until receipt of written notification from the City confirming that all necessary inspections have been completed and the required permits and/or certificates, including without limitation a certificate of occupancy, have been issued (the "Construction Completion Date'). The Friends shall include a provision in all contracts for Events, 3of31 DM US 212214 40-2.099749. 1363 programs, and exhibitions booked prior to the issuance of the Certificate of Occupancy allowing termination of said third -party contracts by The Friends without cause and without financial penalty. Without limiting the foregoing, The Friends shall be solely responsible for all costs, claims, losses, and expenses resulting from the cancellation or postponement of any Events booked by The Friends prior to the issuance of the Certificate of Occupancy for the Facility. 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 General Scope and Management of the Facility. The City hereby engages The Friends to operate, manage, maintain, promote and market the Facility 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 Facility, at a minimum, in a manner and quality consistent with the operation of The Bass Museum of Art per the Bass Museum Agreement. Subject to the terms of this Agreement, The Friends shall be, as agent for the City, the sole and exclusive manager of the City to operate, manage, maintain, promote and market the Facility during the Term. In such capacity, except 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 of the Facility. 3.2 Permitted Uses and Parking. The Friends shall use the Facility solely and exclusively as a venue for not -for -profit art -related events, special events, programming, production, presentations, exhibitions and other cultural activities. The venue may also be used as a performance venue, public auditorium, and facility for film/television/photographic/audio productions, or any combination thereof, and for such ancillary uses as are customarily related to such primary use including, without limitation, broadcasting, recording, filming, private functions pursuant to a facility rental agreement approved by the City, in each case in conjunction with an Event then being held; and sale of merchandise 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 properly secured. As the Facility does not include dedicated parking for the building. Patrons of Events may park in public parking lots and garages if and to the extent available, upon paying the applicable parking charges. No other uses shall be permitted without 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 documents of The Friends; (ii) all laws and regulations applicable to not -for -profit entities; (iii) all applicable Governmental Requirements; and (iv) all ad valorem tax-exempt uses of property under Chapter 196, Florida Statutes. 3.3 Prohibited Uses. It is understood and agreed that the Facility shall be used by The Friends during the Term only for the stated purposes in Section 3.2, and for no other purposes or uses whatsoever, without express written permission of the City Manager. Notwithstanding anything contained in Section 3.2, or any other term or condition of this Agreement: (1) The Friends will not make or permit any use of the Facility that, directly or indirectly, is forbidden by any Governmental Requirement, or that may be dangerous to life, limb or property; and (2) The Friends may not 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 theatrical performance and production venue, which shall be used and stored in compliance with Governmental Requirements). In the event that The Friends uses the Facility for any purposes not expressly permitted herein, then the City, through its City Manager, may 4of31 DM US 212214-2.099749.1 W3 declare this Agreement in default and, in addition to all other remedies available to City, restrain such improper use by injunction or other 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 it will not allow the Facility to become unoccupied orvacant. The Friends shall take appropriate precautions to prevent fire on the Facility, including, without limitation, maintaining existing fire detection devices and extinguishing equipment at all times. 3.4 Operational Rules for Facility. 3.4.1 Amplified Sound and Live Entertainment: THE FRIENDS SHALL ABIDE 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 all times, the sound levels may not exceed 105dBC. Additionally, The Friends shall be responsible for ensuring that users of the Facility do not use temporary sound equipment for any Event held at the Facility. 3.4.2 Facility Hours of Operation and Required Events. The Rotunda will be open to the public at least 1,512 programmed hours per year, Wednesdays 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 City Manager shall have the discretion to extend the hours of operation on a case -by -case basis to 11:00 pm on the weekends (Friday or Saturday) and to 12:30 am on New Year'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 operation under this Subsection 3.4.2 shall be requested in writing to the City Manager in advance of the scheduled Event; provided, however, The Friends may program additional nights upon prior written notice to the City Manager or designee as long as The Friends adhere to the following: (i) the agreed -upon hours of operation from 12:00 pm to 5:00 pm, and (ii) all applicable Governmental Regulations, including but not limited to any noise ordinances. 3.4.3 Cessation/Suspension of Approved Use(s) and/or Business Activity0es). Notwithstanding anything contained in this Agreement, and except for the Permitted Uses expressly set forth in Section 3.2, and in the event that another particular uses) and/or business activity(ies) has(ve) been approved by the City Manager, and the City Manager thereafter, upon reasonable inquiry, determines that the continuation of such use(s) and/or activity(ies) s(are), or may be, inconsistent, contrary to, and/or detrimental to the Permitted Uses set forth in this Agreement, and/or to the health, safety and/or welfare of the residents of and visitors to the City of Miami Beach, then the City Manager, upon prior 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 and desist in providing, and/or continuing with, said use(s) and/or business activity(ies) within the time period and in the manner prescribed in the City, subject to such additional guidelines, as may be determined and established by the City Manager, in his/her sole and reasonable discretion and judgment. The Friends shall cause the Facility to be available and open on a year-round basis, subject to closures for reasonable periods for rehearsal, set design, repairs, maintenance and alterations. All Events and all uses shall conclude prior to 10:00 p.m. on weeknights, and may be extended to 11:00 p.m. on weekends (Friday and Saturday) and 12:30 a.m. on New Year's Eve, if approved in advance by the City Manager or designee, in writing; provided, however, that The Friends' employees and/or contractors may be permitted to remain at the Facility beyond 10:00 pm on weekdays or 11:00 pm on weekends, however, no laterthan midnight in the event that same is necessary for purposes of taking down and/or dismantling a production, 5of31 DM US 212214640.IM749.1363 cleaning the Facility after a performance, etc., so long as The Friends' activities at the Facility during this time do not disrupt and/or negatively impact the surrounding neighborhood. In the event of such disruption, the City 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 Facility open for the aforestated purposes (beyond 10:00 pm) THE FRIENDS 3.6 Third Party Events. The City and The Friends agree and acknowledge that the Facility will be primarily used by The Friends to provide top-quality cultural 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 authority to approve or deny the 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 Section 4. of this Agreement and applicable Governmental Requirements. The Friends shall have no obligation to book any type 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-to-day activities of area residents and businesses. Notwithstanding the preceding, or any other term or condition of this Agreement, the City Manager shall have the right to prohibit certain Events or uses from occurring at the Facility, upon the City Manager's reasonable determination that such Event or use might present unreasonable safety concerns or violate (or otherwise not comply with) Governmental Requirements. 3.6 City Events. Subject to availability at the Facility, the City shall have the right to use the Facility, or any part thereof, for the benefit of the community for such purposes including, but not limited to, meetings, City -sponsored special events, Tourism and Cultural Department's events, and other purposes, as deemed necessary by the City Manager or designee, in its sole and absolute discretion, without the payment of any rental or use fee, except that the direct out- of-pocket expenses incurred in connection with such uses shall be paid by the City. The City will provide no less than thirty (30) days notice to The Friends of any request to use the Facility. 3.7 Rotunda Marketing. The Friends shall create and implement 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 Facility. 3.8 Rights of Entry in favor of the Citv. With prior reasonable, written notice, representatives, contractors and employees of the City shall have the right to enter all portions of the Facility to inspect same, to observe the performance 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, on, or about the Facility, or to do any act or thing which the City may be obligated or have the right to do under this Agreement. Nothing contained in this subparagraph is intended or shall be construed to limit any other rights of the City under this Agreement. The City shall not unreasonably interfere with the activities of The Friends hereunder, and the City's actions shall be conducted such that disruption of The Friends operation of the Facility shall be kept to a minimum and there shall be no disruption of any Event by the City pursuant to its right of entry under this Section 3.8. 3.9 Securi . The Friends shall provide reasonable security to protect the Facility and its equipment, materials and facilities, including any Cityequipment, furnishings, and fixtures used by The Friends, and shall be solely responsible to the City for any loss or damage to any City equipment, furnishings, and fixtures so used by The Friends. 3.10 Signage. Exterior messaging and marketing found on the front exterior of the building will be controlled by The Friends and will list only Events taking place within the Facility, 6of31 OM us 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 and/or temporary) shall comply with all applicable Governmental Requirements and shall be maintained by The Friends in good condition. SECTION 4. SCOPE OF SERVICES. The Friends shall manage the Facility in a manner consistent with the operations, management, promotion, and marketing of other comparable first-class facilities, such as The Bass Museum ("Comparable Facilities"), and in accordance with the requirements set forth in ITN- 2024-007-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 Facility during each Contract Year of the Term. Each individual Event within a Series shall be counted separately toward the 36-event requirement. SECTION 5. ANNUAL REPORTING. Within ninety (90) days after the end of each Contract Year, The Friends shall submit to the City a detailed report ("Programmatic Annual Report") setting forth the following information: i. The number of Events hosted during the previous Year, including the charge to the public for the event, if any, and data as to each Event, such as the number in attendance at each Event and feedback received, both solicited and unsolicited, as to each Event. The number of Facility Rentals and the charge for said Facility Rentals iii. The Events scheduled or anticipated forthe upcoming Year and the number of residents and visitors anticipated to be impacted. V. An annual management plan, which shall include the annual operating budget for the then current Fiscal Year. V. The Friends' anticipated operations for such Fiscal Year, including planned operating and maintenance activities, anticipated capital improvements and capital equipment purchases, and an anticipated budget therefore, anticipated Events at the 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 for the Facility, which will be the sole responsibility of the City. SECTION 6. COMPENSATION TO THE CITY FOR USE OF THE FACILITY (USE FEET 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 Facility. All other amounts due hereunder shall be paid to City in legal tender of the United States of America at the following address: Tourism Cultural Development Department, 1755 Meridian Avenue Suite 500, Miami Beach, Florida 33139, Attention: Lissette Arrogante, Director; or at such other place that City may from time to time designate by notice in writing. 7of31 OM_ US 212214640 ZN9749.1363 6.2 Additional Fees and Charce. 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 herein. The Friends hereby irrevocably and unconditionally guarantees to the City that Operating Revenues shall at all times be sufficient to pay as and when due all Operating Expenses and any and all other amounts that The Friends is obligated to pay pursuant to this Agreement, and further covenants and agrees that if at any time there are insufficient Operating Revenues to pay all of the foregoing amounts, as and when required, The Friends shall immediately pay the difference from The Friends' own funds. This obligation is absolute and unconditional and shall even apply lt Operating Revenues are reduced or limited by facts or circumstances not contemplated by the parties or for reasons beyond the parties' control. The provisions of this Section 6.2 shall survive any termination or expiration of this Agreement. 6.2.1 Free Charitable Use. The Cultural Arts Council may issue up to six (6) rental waivers per calendar year to qualified nonprofit organizations for use of The Rotunda. Venue waivers are available for nonprofit arts organizations that will present performing arts activities in Miami Beach. These performing arts activities include: 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 Culture Department following review and recommendation by the Miami Beach Cultural Arts Council. Although City shall not owe a fee, rent or other payment strictly for the Charitable Use, (1) City shall promptly (within ten (10) business days after receipt of invoice thereof) reimburse The Friends for all actual costs incurred by The Friends to facilitate the Charitable Use, including, without limitation, The Friend's standard charges for janitorial, clean- up, crowd and traffic control, set-up and tear -down costs and fees and charges (including for materials, labor and other services) directly necessitated by the occurrence of any Charitable Use; (ii) The Friends shall retain exclusive rights to the operation of all concessions and other operations at 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 competition therewith); The Friends will ensure that the pricing for any concessions shall riot exceed the normal pricing therefor charged at standard Events at the Facility; and (iii) any Charitable Use Event shall be scheduled in accordance with The Friends' scheduling needs so as not to conflict with or impair The Friends' ability to maintain its anticipated schedule of Events; but shall otherwise be scheduled at a time convenient for the City, with The Friends reasonably cooperating with City in coordinating all scheduling (but in any rase, The Friends shall not be obligated to permit any Charitable Use unless scheduling thereof was memorialized in writing signed by the parties in advance of the Charitable Use Event); and (iv) City shall not be entitled to "roll oven' 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 control, then, City shall be deemed irrevocably to have waived its right or entitlement to the benefit of the Charitable Use Event that otherwise could have occurred during The prior Fiscal Years). The Friends shall have 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 tax, now or hereafter prescribed by State, federal or local law, concurrent with and to the extent any sales tax is imposed in connection with any payment due hereunder by The Friends. 8of31 DM US 212214640-2.099749.1363 6.4 Capital Improvements. The Friends shall not be responsible for paying for any capital improvements or infrastructure related to or for the Facility, which shall at all times be the responsibility of the City. SECTION 7. RIGHTS RESERVED TO THE CITY. 7.1 Rights of Entrv. With prior reasonable, written notice, representatives, contractors and employees of the City shall have the right to enter all portions of the Facility to inspect same, to observe the performance 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, on, or about the Facility, or to do any act or thing which the City may be obligated or have the right to do under this Agreement. Nothing contained in this subparagraph is intended or shall be construed to limit any other rights of the City under this Agreement. The City shall not unreasonably interfere with the activities of The Friends hereunder, and the City's actions shall be conducted such that disruption of The Friends operation of the Facility shall be kept to a minimum and there shall be no disruption of any Event by the City. Notwithstanding 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 Facility, preventing or mitigating damage, or responding to any condition that poses a threat to health, safety or property. The City shall use reasonable efforts to notify the Friends as soon as practicable following such entry. 7.2 Sicnaoe. The City Manager shall have the right to direct The Friends to remove any signage which, in the City Manager's sole discretion, does not serve or represent the interests of the City. SECTION8. RECEIPTS AND DISBURSEMENTS: RECORDS AND AUDITS 8.1 Receipts and Disbursements. The Friends shall establish and maintain in one or more depositories, one or more operating, payroll and other bank accounts for the operation and management of the Facility, as The Friends shall determine. All Operating Revenues collected by The Friends from the operation of the Facility shall be deposited into the accounts and all Operating Expenses shall be paid by The Friends from the accounts. Any amounts remaining in the operating accounts upon expiration or termination of this Agreement for any reason, after payment of all other amounts that The Friends is required to pay under this Agreement through the date of expiration or termination, shall be promptly paid to The Friends. 8.2 Records and Audits. The Friends shall keep full and accurate accounting books and records relating to all Operating Revenues and Operating Expenses, all in accordance with generally accepted accounting principles. The Friends shall give the City such books and records during 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 Florida Public Records 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 time, to cause independent auditors or the City's own accountants or auditors to audit all of the books of The Friends relating to Operating Revenues, Operating Expenses, tickets and Events including, without limitation, cash register tapes, credit card invoices, duplicate deposit tapes, and invoices. No costs incurred by the City in conducting such audit shall be considered an Operating Expense and all such audit costs and expenses shall be bome solely by the City. 9of31 DM US212214"4 ZW9749AW3 SECTION 9. ALTERATIONS. MAINTENANCE, AND REPAIRS 9.1 Alterations. The Friends shall not make any permanent or structural additions, improvements, or alterations (collectively, "Permanent Alterations") to the Facility 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 and absolute discretion. The Friends may make non- permanent alterations which do not affect the Facility's infrastructure, structural components or building systems, including HVAC, electrical or plumbing, (collectively, the "Temporary Alterations" and togetherwith the Permanent Alterations, the "Alterations") deemed necessary by The Friends, in its sole discretion, without the City Manager or City's consent; provided, however, The Friends shall, at its sole cost and expense, restore the Facility to its original condition upon the expiration or earlier termination of this 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 incurred 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 Expenses, unless otherwise agreed to by the City under the category of Capital Improvements or Maintenance. Notwithstanding anything to the contrary, however, The Friends shall not under any circumstances be permitted to make any Alterations that: (i) affect the structural portions of the Facility, or (if) fail to comply with any applicable Governmental Requirements; or (iii) interfere in any material manner with the proper functioning of any mechanical, electrical, plumbing, HVAC, life safety or other systems, facilities or equipment of the Facility. Except as may expressly be required pursuant to Section 9.2, it is understood by the parties hereto that The Friends shall not be responsible, nor required to pay for, any other costs related to capital improvements or infrastructure (i.e. including, but not limited to, plumbing and sewer lines, major electrical, structural, HVAC, roof, etc.) with regard to the Facility. The Friends shall obtain all required permits for Alterations performed by, through or under The Friends and shall perform or cause to be performed such Alterations in compliance with all Governmental Requirements. Under no circumstances shall The Friends make any Alterations that incorporate any Hazardous Substances, including, without limitation, asbestos -containing construction materials, into the Facility. Any request for City Manager's consent to any proposed Alterations by, through or under The Friends shall be made in writing and shall contain plans or other written materials describing the work in detail reasonably satisfactory to City Manager, provided that architectural plans shall not be required unless required for the issuance of a building permit. The City 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 twenty (20) business day period shall not be deemed a consent. 9.2 Maintenance by The Friends. The Friends shall, at its sole cost and expense, have sole responsibility for basic and routine maintenance to the Facility. The Friends shall, at its sole cost and expense, and to the satisfaction of the City as required by this Agreement, keep and maintain the Facility, and all improvements thereon, in good, clean, and sanitary order. The City and The Friends herein agrees to be bound by the minimum maintenance standards set forth in Exhibit "B" to this Agreement entitled "City of Miami Beach Minimum Specifications for the Collins Park Rotunda." The Friends shall promptly notify the City of any maintenance required at the Facility that is not the responsibility of The Friends. 9.3 Maintenance by the City. Any repairs, capital improvements or replacements above and beyond basic and routine maintenance shall be the responsibility of the City. The City shall, at its sole cost and expense, have the sole responsibility for maintaining the grounds of The Rotunda and surrounding park. Without limiting the foregoing, the City shall install and be 10 of 31 W US 212214640-2.0 9749.1303 responsible for the repair and replacement of any and all mechanical, electrical, plumbing, HVAC, life safety, including fire prevention systems and alarms, or other systems, facilities or equipment of the Facility 9.4 Personal Property. A list of existing City -owned personal property included in the Agreement for use by The Friends during the Tenn 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 shall have the right, at the initial inventory and at any point thereafter, to decline the use and responsibility for any existing City -owned personal property not useful for its operation of the Facility and may turn such existing City -owned personal property over to 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, all charges for all water and sewer, and electricity utilities used at the Facility. Any other utilities, including the connection of a phone line and intemet, shall be the responsibility of The Friends. 9.6 Procedure If Taxes Assessed. The Friends agrees to, and shall pay before delinquency, all taxes and assessments of any kind assessed or levied, whether upon The Friends or the Facility, by reason of this Agreement or by reason of any use(s) and/or 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 of 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 agreement without penalty by providing thirty (30) days' notice to the City; provided, however, The Friends 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 City Attorney) the City, its officers, agents, servants and employees from and against any and all claims, liabilities, demands, causes of action, costs and expenses (including reasonable attorneys' fees at trial and all levels of appeal) of whatsoever kind or nature ("Claims") arising out of (i) errors, omission or negligent act or willful misconduct of The Friends, its agents, servants, contractors, or employees; (ii) any default by The Friends under this Agreement; or (iii) any other claim arising, directly or indirectly, from the operation or management of the Facility or any Event held therein or rental or use of the Facility, including those Claims arising from the cancellation or postponement of any Events as contemplated in this Agreement; provided that there is expressly excluded from the foregoing obligations any Claims to the extent resulting solely from the gross negligence or willful misconduct of the City, its officers, agents (excluding The Friends), contractors (excluding The Friends) and employees or the use of the Facility by the City, its officers, agents (excluding The Friends), and employees, pursuant to Section 15 hereof. The provisions of this Section 10. shall survive expiration or termination of this Agreement. SECTION 11. INSURANCE REQUIREMENTS. The Friends shall maintain, at The Friends sole cost and expense, the following types of insurance coverage at all times throughout the Term of this Agreement: 11.1 General liability insurance with not less than the following limits General aggregate $2,000,000 11 of 31 DM Us 21221Q4e 2.099749.1353 • Products (completed operation aggregate) $2,000,000 • Personal and advertising (injury) $1,000,000 • (Per occurrence) $1,000,000 • Fire damage $ 100,000 • Medical Expense $ 5,000 • Liquor Liability (aggregate) $2,000,000 • (Per occurrence) $1,000,000 11.2 Workers Compensation Insurance shall be required under the Laws of the State of Florida 11.3 Builder's Risk. The Friends shall carry Builder's Risk insurance during any period of construction of Alterations or any other period of construction by, through or under The Friends. The policies of insurance referred to above shall not be subject to cancellation or changing coverage except upon at least thirty (30) days written notice to City and then subject to the prior written approval of the City's Risk Manager. The Friends shall provide the City with a Certificate of Insurance for each such policy, which shall name the City as an additional named insured. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Best's 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 interests may appear, and all such insurance policies shall contain a provision covering the indemnification liabilities 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 City and their respective officers, employees and agents. The ownership of the Facility and all buildings and real estate, all existing (and replacements thereof) technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property located at the Facility as of the Construction Completion Date shall remain with the City. Any and all technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property purchased by The Friends for use at the facility shall remain property of The Friends. Any and all technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property purchased by The Friends through funds received from grants which were applied for solely by the City 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 and 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, and movable equipment that is not a fixture and is not integral to the operation of the Facility purchased by The Friends with outside funds, (funds which are not a part of Operating Revenue) and used at the Facility shall be the sole property of The Friends. Ownership of 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. 12 of 31 DM US 212214640-2.099749.1363 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 against those for whom the City is in law responsible including, without limitation, its directors, officers, agents, and employees, and (except with respect to The Friends' chattels). Such insurance shall insure property of every kind purchased and/or maintained at the Facility, including the value of all 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 12. ASSIGNMENT/SUBLET 12.1 Except as otherwise specifically provided in this Section 12. , The Friends may not voluntarily or by operation of law, assign, encumber, pledge or otherwise transfer all or any part of The Friends' interest in this Agreement or subcontract its management duties hereunder without the Citys prior written consent, which may be granted or withheld in City's sole and absolute discretion. Any attempt by The Friends to assign all or any part of its interest and any attempt to subcontract its management duties hereunder without first having obtained City's prior written approval shall be void and of no force or effect 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 severally liable for all obligations thereafter arising under this Agreement. Any transfer of a controlling interest in The Friends (whether in a single transaction or multiple transactions) shall be considered an assignment of this Agreement. The Friends specifically recognizes that the City selected The Friends to be the manager of the Facility as a result of the City's evaluation of The Friends' specific qualifications and experience in operating similar first-class facilities. 12.2 The provisions of subsection 12.1 above shall not prevent The Friends in the performance of its management duties hereunder to grant licenses and rental agreements for Events pursuant to an agreement to be approved by the City Manager; said agreement shall, at a minimum, require that the City and The Friends be added as additional insureds under any liability policies and shall indemnity the City and the Friends. Notwithstanding the foregoing, the use of any third -party concessionaire for the facility shall require the City Manager's prior written consent. SECTION 13. PERMITS: LICENSES: TAXES: APPLICABLE LAWS The Friends agrees to obtain and pay for all permits and licenses necessary for the conduct 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 with respectto persons 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. Government now in force or hereafter to be adopted. SECTION 14. FORCE MAJEURE. No party will be liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by "Force Majeure" if notice is provided to the other party within ten (10) days of date on which such party gains actual knowledge of the event of "Force Majeure" that 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, storm, flood, explosions, epidemics, pandemics, landslides, lightning storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, and any other cause whether of the kinds specifically enumerated 13 of 31 W US 212214640-2099749.1363 above or otherwise which is not reasonably within the 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 that under no circumstances shall a failure to pay amounts due 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 period that the supplying of any such service or services or the provision of 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 Friends' or the City's reasonable opinion the Facility can no longer be operated in a reasonably profitable manner as a result of the damages or action for a period of at least ninety (90) days from the happening of the fire, other casually or regulatory action, either party may terminate this Agreement upon written notice to the other. Upon any such termination, the provisions of Section 21.2 shall apply; and provided City shall receive the entire amount of all insurance proceeds or eminent domain award for the Facility, as applicable, with The Friends to receive any insurance proceeds or eminent domain award for their property located at the Facility. SECTION 15. WAIVER OF INTERFERENCE. The Friends hereby waives all claims for compensation for loss or damage sustained by reasons of any interference with its operation and management of the Facility by any public agency or official as a result 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 shall not relieve The Friends from any obligation hereunder unless such interference prevents The Friends from complying with the terms of this Agreement, in which case, The Friends shall have no liability to the City for its failure to so operate or manage the Facility, except to the extent that the conditions resulting in enforcement are caused by the willful act or omission of The Friends. SECTION 16. NO LIENS The Friends agrees that it will not suffer, or through its actions or anyone under its 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 accordance with the applicable law and policy. If this is not accomplished, the City may automatically terminate this Agreement, without further notice to The Friends and secure the release of 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 the bill. SECTION 17. NO IMPROPER USE. The Friends will not use, nor suffer or permit any person to use in any manner whatsoever, the Facility for any purpose in violation of any Federal, Stale, County, or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. The Friends shall not use the Facility for any unlawful purpose and shall comply with all laws, permitting, and licensing requirements now in force or hereafter adopted, applicable to the Facility or the activities, uses, and/or business(es) conducted on the Facility. 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. Any criminal activity in the 14 of 31 M US21221464U2.099749AW3 Facility knowingly caused by or knowingly permitted by The Friends shall result in automatic termination of this Agreement. Except as may result from acts of force majeure, The Friends agree that it will not allow the Facility to become unoccupied or vacant. The Friends shall take appropriate precautions to prevent fire on the Facility. Fire detection devices and extinguishing equipment will be provided and maintained by the City for the Facility, and The Friends agree to retain such devices and equipment at the Facility. SECTION 18. NO DANGEROUS MATERIALS. The Friends agrees not to use or permit in the Facility the storage of illuminating oils, oil lamps, turpentine, gasoline (except for small containers [5 gallons or less] for machinery), benzene, naphtha, or other similar substances, or explosives or any kind, or any substance or thing 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 expressly understood and agreed by and between the parties hereto that all individuals, employees, officers, and agents of the City are acting in a representative capacity and not for their own benefit; and that neither The Friends nor any occupant shall have any claim against them or any of them as individuals in any event whatsoever in conjunction with any acts or duties which are reasonably related to the performance of their duties. SECTION 20. DEFAULT. 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 required to be made as and when due, which continues for more than ten (10) days after written 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 after written notice from the non -defaulting party; provided, however, if the nature of the failure is such that more than such period is reasonably required for its cure, then the defaulting party shall not be deemed to have committed an Event of Default if said party commences the cure within such period and thereafter diligently pursues the cure to completion and actually completes the cure within an additional ninety (90) day period; or 20.1.3The assignment, encumbrance, pledge, or transfer of this Agreement, whether voluntarily or by operation of law (i) The making by The Friends of any general assignment for the benefit of creditors; (11) 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 Friends, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of The Friends' assets located at the Facility or of The Friends' interest in this Agreement, if possession is not restored to The Friends within sixty (60) days; or (iv) the attachment, execution or other judicial seizure of substantially all of The Friends' assets located at the Facility or of The Friends' interest in this Agreement, where the seizure is not discharged within sixty (60) days. 15of31 DM US 21221,16Q-2.M74Q.1363 20.2 Remedies. If an Event of Default occurs, then in addition to any other remedies available to the non -defaulting party, the ran -defaulting party may exercise the following remedies: 20.2.1 Terminate this Agreement by written notice to The Friends, in which case this Agreement shall terminate, and The Friends shall immediately surrender possession of the Facility to City. Upon termination, City shall be entitled to recover from The Friends: (1) Operating Expenses that remain unpaid through the date of termination; (2) all other amounts that The Friends is required to pay under this Agreement through the date of termination. relief; and 20.2.2 Seek specific performance of any obligations hereunder or seek injunctive 20.2.3 Exercise any other remedies available at law or in equity 20.2.4 The various rights and remedies reserved to either party in this Agreement or otherwise shall be cumulative and, except as otherwise provided by Florida law, either party may pursue any or all of its rights and remedies at the same time. 20.3 Late Payments. Any payment owed to any party under this Agreement that is not received within ten (10) days following notice of such amount being due shall bear interest at the rate of eighteen percent (18%) per annum ("Default Rate") from the date due until fully paid. 20.4 Not -For -Profit Status. IN THE EVENT THAT THE FRIENDS CEASES TO BE A NOT -FOR -PROFIT CORPORATION, THIS AGREEMENT SHALL BE AUTOMATICALLY TERMINATED. SECTION 21. TERMINATION 21.1 Termination for Convenience by Either Party. Either party reserves and retains the right, at its sole option and discretion, to terminate this Agreement, without cause and without penalty, with regard to the other party's rights and responsibilities with respect to the operation, management, maintenance, promotion and marketing of the Facility, upon one hundred eighty (180) days prior written notice to such other party. 21.2 Effect of Termination. In the event this Agreement expires or is terminated for any reason: (1) All Operating Expenses and all other obligations for the period up to the date of expiration or termination shall be paid using funds on deposit in the account(s) described in Section 8.1 and to the extent such funds are not sufficient, The Friends shall pay all such amounts from its own funds, (2)After all amounts referenced in subparagraph (1) have been paid, The Friends may retain all remaining Operating Revenues (if any). Upon the expiration of this Agreement or a termination for any reason, all further obligations of the parties hereunder shall terminate except for any obligations which expressly survive such expiration or termination by their terms. All of the foregoing reimbursement and the payment obligations are to be made within thirty (30) days after the termination date. The provisions of this Section 21.2 regarding the above reimbursement and payment obligations of the City shall survive the termination of this Agreement. 21.3 Surrender of Facility. Upon termination or expiration of this Agreement The Friends shall surrender and vacate the Facility upon the effective date of such termination or expiration of this Agreement. The Facility and all equipment and furnishings owned by the City shall be returned to the City, all property of The Friends shall be removed, and the Facility shall be returned 16 of 31 OM US 212214800-2.099749.1383 to the City in broom clean condition and in compliance with all Governmental Requirements, ordinary wear and tear, and casualty loss excepted. SECTION 22. NOTICES. All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. The Friends: FRIENDS OF THE BASS MUSEUM, INC. 2100 Collins Avenue Miami Beach, Florida 33139 Attention: Silvia Karmen Cubina Ph:305-673-7530 E-mail: scubina(rDthebass.oro The City: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With copy to: City of Miami Beach Tourism and Cultural Development 1755 Convention Center Drive, Suite 500 Miami Beach, Florida 33139 Attention: Lissette Arrogante, Director Ph: 305-673-7577 Email: lissettearroca nte(a)miamibeachfl. aov The Friends and the City may change the above mailing or e-mail addresses at any time upon giving the other party written notification. All notices under this Agreement must be in writing. SECTION 23. NO DISCRIMINATION. In connection with the performance of the Services, The Friends shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, The Friends shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination 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, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation. 17 of 31 DM US 212214 C-2099149.I M3 SECTION 24. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City 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 the sum of $10,000. The Friends hereby expresses his willingness to enter into this Agreement with The Friends' recovery from the City 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 City to The Friends pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, 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 actually paid by the City to The Friends pursuant to this Agreement, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability as set forth in Section 768.28, Florida Statutes. SECTION 25. NOT A LEASE It is expressly understood and agreed that no part, parcel, building, structure, equipment, or space is leased to The Friends; that this Agreement is a management agreement and not a lease; and that The Friends' right to operate and manage the Facility shall continue only so long as The Friends complies with the undertakings, provisions, agreements, stipulations, and conditions of this Agreement. SECTION 26. MISCELLANEOUS. 26.1 Venue/Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principals of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND THE FRIENDS EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 26.2 No Partnership or Joint Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between the City and The Friends. None of the officers, agents or employees of The Friends shall be or be deemed to be employees of the City for any purpose whatsoever. 26.3 Entire Agreement. This Agreement and all Exhibits attached hereto contain the entire agreement between the parties with respect 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, whether oral or written, will be deemed to bind the parties hereto with respect to the subject matter hereof. 26.4 Written Amendments. This Agreement shall not be altered, modified 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. 18 of 31 DM US 212214840--2.0IAINO W3 26.5 Binding Upon Successors and Assigns? No Third -Party Beneficiaries. 26.5.1 This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors and permitted assigns. 26.5.2 This Agreement shall not be construed 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 provisions 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 the benefit of no other person or entity. 26.6 Section Headings 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 this Agreement. The terms defined herein include the plural as well as the singular and the singular as well as the plural, and the use of masculine pronouns shall include the feminine and neuter. Except as otherwise indicated, 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 executed in two or more counterparts, each of which shall be deemed an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute but one and the same agreement. 26.7 Severabilitv. The invalidity or unenforceability of any particular provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted. 26.8 Non -Waiver. A failure by either party to take any action with respect to any default or violation by the other 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 rights of such party to act with respect to any prior, contemporaneous, or subsequent violation or default or with respect to any continuation or repetition of the original violation or default. 26.9 Certain Representations and Warranties. 26.9.1 The City represents, warrants, and covenants to The Friends the following: (i) City has full legal right, power and authority to enter into and perform its obligations hereunder; and (ii) this Agreement has been duly executed and delivered by the City and constitutes a valid and binding obligation of the City, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 26.9.2 The Friends represents and warrants to the City the following: (i) The Friends has full legal right, power and authority to enter into and perform its obligations hereunder, and (H) this Agreement has been duly executed and delivered by The Friends and constitutes a valid and binding obligation of The Friends, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 19 of 31 DM US 21221060P2 W9749.1363 26.10 Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to otherwise applicable principles of conflicts of law. The parties further consent to Miami -Dade County, Florida, 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 definition of "Contractor" as defined in Section 119.0701(1 Xa), the Concessionaire shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining public records and transfer to the City, at 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 duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records 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 "public records" shall mean all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, 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 comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. SECTION 28. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event permit. Additionally, pursuant to Section 82-385 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, and no polystyrene food service articles can be provided to sidewalk caf6 patrons. Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and 20 of 31 W US 212214 14 2.W9149.1363 processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion -blown molding (extruded foam polystyrene). Expanded polystyrene food service articles means plates, bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. Additionally, Concessionaire agrees to comply (and ensure compliance by its vendors) with Section 46-92 (c) of the City Code, which states that it is unlawful for any person to carry any 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 of any beverage to patrons on the beach. The Friends agrees not to sell, use, provide food in, or offer the use of expanded polystyrene food service articles at the Facility or in connection with this Agreement. The Friends shall ensure that all vendors operating in the Facility abide by the restrictions contained in this Section 28. A violation of this Section 28 shall be deemed a default under the terms of this 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. E-VERIFY 29.1 The Friends ("Consultant" for purposes of this Section 29. ) shall comply with Section 448.095, Florida Statutes, "Employment Eligibility' ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Vedfy Statute, commencing on January 1, 2021, Consultant shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement. Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If Consultant enters into a contract with an approved subconsultant, the subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. 29.2 Termination Rights. 29.2.1 If the City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. 29.2.2If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Section 29.2.1, but the Consultant otherwise complied with such subsection, the City will promptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Consultant's contract for cause. 29.2.3A contract terminated under the foregoing subsections is not in breach of contract and may not be considered as such. 21 of 31 OM US 2122146442.M749, 1363 29.2.4 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 after the date on which the contract was terminated. 29.2.5 If the City terminates the Agreement with Consultant under the foregoing subsections, Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. 29.2.6 Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 29. . SECTION 30. PEPSI AND RED BULL. The City has entered into an agreement with PEPSI, effective July 1, 2022, through June 30, 2032, and with Red Bull Distribution Company, effective April 18, 2023, through June 30, 2027, to be the exclusive provider of non-alcoholic beverages and coffee products. The Friends shall only sell PEPSI and Red Bull Distribution Company beverages at the Facility as listed in the attached Exhibit "D" and as may be updated from time to time. SECTION 31 THE FRIENDS' COMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS. The Friends agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to time, and has executed the Anti -Human Trafficking Affidavit, containing the certification 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. PROHIBITION ON CONTRACTING WITH A BUSINESS ENGAGING IN A BOYCOTT. The Friends warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as defined in Section 2-375 of the City Code. In accordance with Section 2- 375.1(2)(a) of the City Code, The Friends hereby certifies that The Friends is not currently engaged in, and for the duration of the Agreement, will not engage in a boycott of Israel. The Friends warrants and represents that, within two (2) years prior to the Effective Date, The Friends has not received compensation for services performed for a candidate for City elected office, as contemplated by the prohibitions and exceptions of Section 2-379 of the City Code. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not spot y to the following: (a) Any individual or entity that provides goods to a candidate for office. (b) Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and office supply vendors. 22 of 31 DM US 212214640-2.W9749.1363 (c) Any individual or entity which performs licensed professional services (including for example, legal or accounting services). The Friends hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended from time to time, which states that as of January 1, 2024, a governmental entity may not accept a bid on, a proposal for, or a reply to, or enter into, a contract with an entity which would grant the entity access to an individual's personal identifying information (PII), unless the entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a}(c) of Section 287,138, Florida Statutes: (a) the entity is owned by a government of a foreign country of concern; (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 of business in a foreign country of concern (each a "Prohibited Entity"). A foreign country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern. Additionally, beginning July 1, 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity. The Friends warrants and represents that it does not fall within the definition of a Prohibited Entity, and as such, has caused an authorized representative of The Friends to execute the "Prohibition Against Contracting with Entities of Foreign Countries of Concern Affidavit", incorporated herein by reference and attached hereto as Exhibit "F". [SIGNATURE PAGE FOLLOWS] 23 of 31 DM US 212214 0-2.099149.1363 Dgmeign Envek,M ID: 86FE3&D4DA74u)2-%DF-E3505FA0C23e IN WITNESS WHEREOF, the parties hereto have caused their names to be signed and their seas to be affixed all as of the Effective Date. Attest CITY OF MIAMI BEACH SCP 0 2 20?4� Rafael E. nado, ty Clerk Eric T. Carpenter, .E., City Manager FRIENDS OF THE BASS MUSEUM, INC. V By: Signature _ its �[�IY0.l Itr�APf./ Otcixll 1. Print _Nem%rale T��T 24 of 31 oM Ms '1: 1113 nu I IM41111. APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION 145 YIy Oity Attorney `F5Y Date EXHIBIT A SITE PLAN AND LEGAL DESCRIPTION OF THE FACILITY 1, A 1 vmrvmc onntr,. 8C2220377 c=ls isas iw1 is �Pw. m.,.. • a T •,P�. f •S �a9" am v me o<,.anxwr.nx �fyy �mrnw FEA MIAMIBEACH •" � ALOD �' °10e'" LEGAL DESCRIPTION A parcel of land being a portion of CITY PARK, of THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMPROVEMENT COMPANY, according to the plat thereof, as recorded in Plat Book 5, Page 7 of the Public Records of Miami -Dade County, Florida, which is South of 22nd Street, and West of Collins Avenue, being more particularly described as follows: All of that part of said CITY PARK, contained within a circle having a radius of 25,37 feet, whose center bears S 62'14'49" W and is 187.08 feet from the intersection of the Centerlines of 22nd Street and Collins Avenue. LESS that Portion of said circle, being external of a concentric circular curve, being offset 1.00 feet to the interior from the edge of said circle and being bounded Northerly by a line bearing S 19"39'42" E from the center of said circle and being bounded Southerly by a line bearing S 01-10'02' E from the center of said circle. LESS that portion of said circle, being external of a concentric circular curve, being offset 1.00 feet to the interior from the edge of said circle and being bounded Northerly by a line bearing N 40-20'18" E from the center of said circle and being bounded Southerly by a line bearing N 58'49'58" E from the center of said circle. I0MAINUL"Iff1:: BEGINNING at the point on the edge of said circle, bearing N 85.09'34" W from the center of said circle; thence N 70"24'52" W, a distance of 10.51 feet; thence S 19°35'08" W, a distance of 12.51 feet; thence N 70'24'52" W, a distance of 11.17 feet; thence N 1935'08" E, a distance of 25.75 feet; thence N 70'24'52" W, a distance of 17.67 feet; thence N 19'35'08" E, a distance of 20.00 feet; thence S 70-24'52' E, a distance of 17.67 feet; thence N 1935'08" E, a distance of 10.59 feet; thence S 70'24'52" E, a distance of 11, 17 feet; thence S 1935'08" W, a distance of 30.92 feet; thence S 70'24'52' E, a distance of 10. SO feet, to the point of intersection with the edge of said circle, said point of intersection bears N 55'42'34" W from the center of said circle; thence Southwesterly and Southerly, curving along said circle to the left, through a central angle of 29127'00", for an arc distance of 13.04 feet, to the POINT OF BEGINNING. Containing 3,118 square feet, more or less, by computations. 25 of 31 EXHIBIT B CITY OF MIAMI BEACH MINIMUM MAINTENANCE SPECIFICATIONS FOR MAINTENANCE OF THE COLLINS PARK ROTUNDA These minimum operating and maintenance standards are intended to be considered as a whole and intended to provide an overall standard for the Facility. Individual discrepancies, as well as deviations, from any individual standard shall 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 efforts to endeavor to meet the standards set forth herein. In the event of a conflict between the 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 and employ a full-time general manager and any necessary administrative and accounting personnel that are responsible for the overall management and operation of the Facility. THE FRIENDS shall have the sole responsibility to recruit and employ sufficient personnel to maintain the following functions: general and event security; janitorial, housekeeping and cleaning for both event and non-event cleanup (including graffiti removal); painting and general overall maintenance of the Facility to ensure that the Facility is being maintained consistent with other Comparable Facilities. The City shall have the sole responsibility for 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 for the staging and 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. EMERGENCY PROCEDURES THE FRIENDS shall assign an employee and a backup employee to act as an Emergency Liaison to the City. This individual will be required to use good faith efforts to attend any and all meetings, held by the City, that deal with emergency situations, such as extreme weather events, terrorist acts, etc. The Liaison will serve as the point of contact during any emergency crisis. THE FRIENDS shall develop and implement a Hurricane Preparedness Procedure, a copy of which shall be provided to the City. JANITORIAL, CLEANING AND HOUSEKEEPING The Facility shall be reasonably clean and stocked with supplies (i.e. toilet paper, soap, etc.) at all times. This includes general cleaning during non-event times, as well as during Events. 26 of 31 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 Waste as it relates to emptying of the dumpster and servicing trash receptacles within the park area. The dumpster will be serviced at current service levels. Any additional dumpster services and the collection of and depositing of trash within the Facility will be the responsibility of THE FRIENDS . At the City's responsibility, treatment for 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 cleaned and polished on an as needed 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 needed basis. LANDSCAPING The City shall maintain all exterior landscaping EXTERIOR LIGHTING The Facility shall remain illuminated regularly after dark. The City shall maintain all 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 warranties. THE FRIENDS shall develop an annual schedule 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 8.2. All existing warranties that are transferable will be transferred to the City. THE FRIENDS shall post and maintain, as required by any applicable governmental code and/or regulation, any and all required professional licenses, certifications, and/or permits. The City shall maintain and inspect all building safety systems including but not limited to: smoke, fire, and CO detector systems, backup generator operation, emergency battery backup functions, emergency lighting, emergency egress, special needs and blackout preparedness 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 operating condition at all times. The City shall develop and implement a plan for inspection and maintenance 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 and/or maintenance that may be appropriate, including, but not limited to filter replacement, blower and/or heat exchanger, proper operation of air intakes/vents, fan units, ducts, etc. THE FRIENDS has the sole responsibility of maintaining the paint on the interior of the Facility 27 of 31 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 lights 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 w/ antennas, 4. Video matrix and video switch devices 5. Brightsign 10 player 6. Ipad Pro 13' 7. Dell Optiplex Desktop Mini Tower 8. Wireless Mic System and (2) handheld devices 9. Microphone Stand w/ boom 10. (2) Wired Microphones 11. Marani 8-Channel Amplifier 12. Netgear POE Port Unified Core System and wifi access point 13. Unified Core Audi & Video Controller 14, Surface mounted touch screen controller 15. Global cache controller 16. Metal Rack w/ vent and wheels 28 of 31 EXHIBIT D PEPSI AND RED BULL PRODUCT LIST Red Bull Product List Link: https://www.redbuildistributioncompany.com/products Pepsi Product List: see attached 4-page PDF titled "2025 Pepsi Beverage Portfolio" If The Friends choose to sell beverages subject to the exclusivity provisions in Section 30 of this Agreement, they must purchase the products listed in this Exhibit D from the City's designated distributors. 29 of 31 EXHIBIT E ANTIHUMAN TRAFFICKING AFFIDAVIT In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of The Friends hereby attests under penalty of perjury that The Friends does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking". I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishmentfor knowingly making a false statement includes fines and/or Imprisonment. The undersigned is authorized to execute this affidavit on behalf of The Friends. THE FRIENDS: Friends of the Bass Museum, Inc., a Florida not -for -profit corporation. WLII�� �Q1A'(1 NameTtle: r,L Address) �(r?SJ(>o(' (t2� State ofV1lp.^,/��1 pp County of Mkomi 1� The foregoing instrument was acknowledged before me by eans of ® physical presence or ❑ notarizations this day of 2025 by .online on 2iluj0. oif as ' of Friends of the Bass Museum, Inc., a Florida not -for -profit corporation, known to me to be the person descried he_es, or who produced as identification, and who did/did not take an oath. NOTARYPUBLIC: o.. Everett Frazer Ford Comm.: HH349910 zEryires: January 12027 State o of Fbritla NotaryPuhlic � ( nature) (Print Name)�� My commission expires: ir_ qZ- 30 of 31 EXHIBIT F PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN AFFIDAVIT In accordance with Section 287,138, Florida Statutes, incorporated herein by reference, the undersigned, on behalf of The Friends, hereby attests under penalty of perjury that The Friends does not meet any of the following criteria in Paragraphs 2(s)-(c) of Section 287.138, Florida Statutes: (a) The Friends is owned by a government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling 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 concern. I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of The Friends. THE FRIENDS: Friends of the Bass Mu eum, c., anot-for-profit corporation. �p u nCiC 1 �� R&, I ame/ttle.. r.T (Address)�y State of �7 ` County of CUMIN The foregoing instrument was acknowledged before me means of fi0 physical presence or ❑ 9g��111 a otar}, anion, this sa�rt+b = day of 2025 by �j`ikfa 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 produced as identification, and who did/did not take an oath. NOTARY PUB yw everettFrarsr Ford ° Gomm.: HH 349910 vY 1 Expires: aPublic USine of F Nolry b Oa (Signature) (Print Name) b My commission expires: 31 of 31 ATTACHMENT A RESOLUTION & COMMISSION AWARD MEMO RESOLUTION NO. 2025-33806 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 Government 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 resulted 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, bn April 3, 2024, via Resolution 2024-32975, 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 Administration and the City Attorney's Office have drafted, negotiated and finalized the Management Agreement with The Friends (the "Agreement"); 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 customarily 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/photographictaudio 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 City retains use rights for events and meetings without paying a use fee, but will pay out-of-pocket expenses related to such use, (vii) The Friends will perform routine maintenance and maintain the Facility 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 nonprofit organizations for the use of the Collins Park Rotunda, and (x) The Friends will produce a minimum of 36 events annually, 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, that the Mayor and City Commission hereby accept 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; approve 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 authorize the City Manager to execute the Agreement. PASSED and ADOPTED this day of J 1. 2025. Steven Meiner, Mayor ATTEST: JUL 2 5 2025 Z2 eta at qQy Rafael E. Granado, City Clerk j1 i? INtowP OPI,IED t APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION y�uJ ttomey 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') 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. (TOURISM AND CULTURE DEPARTMENT) RECOMMENDATION The City Administration ("Administration") recommends that the Mayor and City Commission ("City Commission") approve the Resolution. BACKGROUND/HISTORY Miami Beach's Collins Park Cultural District is home to a rich tapestry of cultural. performing arts and civic organizations and facilities including the Miami Beach Regional Library, Miami City Ballet, The Bass Museum of Art, the future Collins Park Cultural Center. and the Collins Park Rotunda (the -Rotunda'). The City of Miami Beach commissioned the Rotunda in 1962 as an auditorium for the adjacent library. The space has served various uses, including a venue for art - related special event activations. For example, in 2019, through the City's Artist in Residence program. the Rotunda served as a community meeting space to discuss issues related to the environment. In 2021, the Rotunda was temporarily used as an artist studio to produce a community -based public artwork that was commissioned through The Bass Museum of Art. Art Basel has also programmed the space with site -specific art installations. 4 The Rotunda is in the process of being renovated under the management of the Office 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 exterior systems, incorporating Americans with Disabilities Act (ADA) accessibility 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 No. 2024-007-ND to receive and consider proposals for the management and operation 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 the facility as a first-class, high - quality, state-of-the-art venue. ITN responses w� 7ddue and received on January 29, 2024. The g City received two (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 the 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 Administration 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 City Commission, City staff proceeded to negotiate the terms of a management agreement with Friends of the Bass Museum, Inc. The agreement outlines a three-year term, with the option to renew for an additional two-year period, at no cost to the City. Under the agreement, the Collins Park Rotunda will operate five days per week, from 1200 p.m. to 500 p.m.. and will host approximately 36 public programs 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 Cultural Arts Council and are designated specifically for nonprofit arts organizations presenting performing arts programming in Miami Beach, including theater, dance, music, cabaret, opera, performance art, multi -disciplinary works, and film. The commencement of the agreement is contingent upon the City obtaining a Certificate of Occupancy for the Collins Park Rotunda. 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 exhibitions and ongoing programming —such as artist talks and live performances —the space is intended to amplify the museum's mission of connecting international contemporary art with Miami Beach's diverse audiences. FISCAL IMPACT STATEMENT The management agreement for The Rotunda was negotiated with The Friends of the Bass at no cost to the City. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: https //www.miamibeachfi.govicity-hall/city.-clerkimeeting-notices/ FINANCIAL INFORMATION CONCLUSION 11 n of 17g1 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 Resolution approving the material terms of an agreement, pursuant to Invitation to Negotiate (ITN) 2024-007-ND for the management and operation of the Collins Park Rotunda; and authorizing the City Manager and City Clerk to execute an agreement with Friends of the Bass Museum, Inc. Applicable Area South Beach Is this a "Residents Right to Know" item Is this item related to a G.O. Bond pursuant to City Code Section 2-17? Project? No No Was this Agenda Item initially requested by a lobbyist which as defined in Code Sec. 2481 includes a principal enaaaed in lobbvino? No If so, specify the name of lobbyist(s) and principal(s): Department Procurement Sponsor(s) Co-sponsors) Condensed Title Approve Management Agreement w/ Bass Museum (ITN 2024-007-ND), Collins Park Rotunda. TC/PR Previous Action (For City Clerk Use Only) 111 of 1 741 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 MANAGEMENT AGREEMENT (this "Agreement") is effective as of the , 2025 (the "Effective Date"), by and between the CITY OF MIAMI BEACH, a Florida municipal corporation, having its principal office at City Hall, 1700 Convention Center Drive, Miami Beach, Florida 33139 (the "City"), and FRIENDS OF THE BASS MUSEUM, INC., a Florida not -for -profit corporation, whose current address is 2100 Collins Avenue, Miami Beach, FL 33139 ("The Friends"). RECITALS WHEREAS, the City is the owner of the Collins Park Rotunda (the "Rotunda"), located at 2100 Collins Avenue, City of Miami Beach, Florida, 33139, and which is more particularly described and depicted in Exhibit "A," attached hereto and made apart 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 Resolution No. 2024-32975, on April 3, 2024, the Mayor and City Commission accepted the recommendation of the City Manager to negotiate an Agreement with The Friends further, requiring that the final Agreement be subject to approval by the Mayor and City Commission; and WHEREAS, accordingly, the City and The Friends have negotiated the following Agreement, whereby the City wishes to engage The Friends, and The Friends hereby accept such engagement, to provide management services for the Facility on the terms and conditions set forth herein. NOW THEREFORE, recognizing the aforestated recitals as true and correct 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 this Agreement, the following terms have the meanings referred to in this Section 1: "Bass Museum Agreement" - that certain agreement between the City and The Friends for the operation and management of the Bass Museum of Art dated as of October 1, 2024 "Citv" - as defined in the first paragraph of this Agreement. "CM Commission" - the governing and legislative body of the City. 1 of 31 117 if 1701 Dnx Contract m N-XI7-01 "City Manager" - the chief executive officer of the City, 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 with respect to any or all matters pertaining to this Agreement. City Manager's designee shall be the City's Tourism and Culture Director. "Contract Year" - each one-year period beginning October fist and ending September 30th. "Effective Date" - provided that this Agreement has been executed by City and The Friends, the date set forth in the first paragraph of this Agreement. "Event" - all uses at the Facility which involve a scheduled show with a beginning and ending time, typically all within the same day. With respect to a'Series" (as such term is hereafter defined"), each show within the Series shall constitute an Event. "Event Expenses" - any and elf expenses incurred or peyments made by The Friends in connection with the occurrence of an Event at the FacAlty includkV, but not limited to, costs for staling, and costs relating to set-up and dean -up: "Expiration Date" - as defined in Section 2.1. "F cili " - as defined in the Recitals of this Agreement, and as depicted in Exhibit "A" hereto. "Facility Rentals" -temporary uee of1M Facility at specific interval of time pre -determined and agreed upon by The Friends. 'FiscalYea - each Coy fiscal year beginning October 1 stand ending September 30th. "GovemmentsiFleguirements - all laws, ordinances, rules, regulations, statutes, policies and procedures (including administrative guidelines), and other legal requirements of any governmental body or authority or any agency thereof (including, without limitation, federal, State, County, and City). 'bet Operation Lout Profit' -with respect to a Fiscal Year, the excess, if any, of Operating Expensm for such Fiscal Year over Operating Revenues for such Fiscal Year, in the case of a loss; and the wtcess, if any, of Operating Revenues for such Fiscal Year over Operating Expenses for such Fiscal Year, in the case of a profit. "Operating E1Denses" - any and all expenses and expenditures of whatever kind or nature incurred, direc* or indirectly, by The Friends in operating, managing, maintaining, and promoting the Facility inchrdro but not limited to: employee compensation, employee benefits, supplies, materials, costs of any independent contractors, advertising costs, all costs of maintaining the Facility (as required by this Agreement), marketing and public relations costs and commissions, janitorial and cleaning expenses, dues and membership costs, amounts expended to procure and maintain permits and licenses, sales taxes imposed upon rentals, professional fees directly relating to the operation of the Facility, printing costs. Event Expenses, postage and freight costs, equipment rental costs, computer equipment leases and line charges, telephone and telecommunications services, artist and talent fees, show settlement charges, security expenses, travel and entertainment expenses in accordance with The Friends' normal policies, the cost of employee uniforms, safety and medical expenses, exterminator costs, costs relating to the maintenance of signage, costs associated with compliance of Governmental Requirements, all premiums for insurance carried by The Friends pursuant to Section 11, and all other costs of operating the Facility. Operating Expenses shall not. however, include any costs of litigation 2of31 11A of 1701 Droll Contract rip. 20-0024)1 between City and The Friends, or any costs 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. "Operating Revenues" - any and all revenues of every kind or nature derived from operating, managing or promoting the Facility including, but not limited to: concession fees, rentals, revenues from merchandise sales, advertising safes, equipment rentals, box office revenues, food service and concession revenues (However, if such revenues are collected in the first instance by and retained by the concessionaire, only the amount of such revenues paid by the concessionaire to The Friends shall be included as Operating Revenues), commissions or other revenues from decoration and set-up, security and other subcontractors (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 subcontractors to The Friends shall be included as Operating Revenues), revenues generated from separate agreements with The Friends pertaining to the Facility, interest revenues, and any other miscellaneous operating revenues; all as determined in accordance with generally accepted 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 of the promoter and/or performer of each such Event unless retained by The Friends. To the extent that The Friends collects such ticket sale revenue an behalf of a promoter and/or performer, and The Friends retains such ticket sale revenue as the source of funds from which The Friends collects the rental charges and other event reimburserrarts owed by the promoter and/or performer for use of the Facility. such charges and reimbursements shall be Operating Revenues hereunder. Operating Revenues shall also not include any revenues from name -in -title rights (i.e., the right to name the exterior or interior of the Facility or any portion thereof, except as expressly set forth herein). and any signage related thereto, all of which are specifically reserved to the City. "Quarterly/Qrrrter(sl" - October 111, January 151, April 1� and July 1N of each Fiscal Year. "Series" - a sequence of Events which may or may not involve the same production elements but can be characterized by a unifying theme and schedule. 'Re -Friends" - as defined in the 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 extend this Agreement for one (1) additional term of two (2) years (the "Renewal Term") by agreeing to such extension in writing not less than twelve (12) months prior to the expiration of the Initial Term or an exercised Renewal Term. The Initial Term and any successive Renewal Terms, if agreed by the City and The Friends, may collectively be referred to as the "Term". 2.3 Effective Date. The Friends hereby acknowledge that, as of the Effective Date, the Facility is under construction with an anticipated completion date of Fall 2025. The Friends shall not take possession of, nor occupy the Facility until receipt of written notification from the City confirming that all necessary inspections have been completed and the required permits and/or certificates, including without limitation a certificate of occupancy, have been issued (the "Construction Completion Date"). The Friends shall include a provision in all contracts for Events, 3of31 1 to of 1741 O,OContrac m 24-0 701 programs, and exhibitions booked prior to the issuance of the Certificate of Occupancy allowing termination of said third -party contracts by The Friends without cause and without financial penalty. Without limiting the foregoing, The Friends shall be solely responsible for all costs, claims, losses, and expenses resulting from the cancellation or postponement of any Events booked by The Friends prior to the issuance of the Certificate of Occupancy for the Facility. 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 General Scope and Management of the Facility. The City hereby engages The Friends to operate, manage, maintain, promote and market the Facility 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 Facility, at a minimum, in a manner and quality consistent with the operation of The Bass Musern of Art per the Bass Museum Agreement. Subject to the terms of this Agreement. The Friends shall be, as agent for the City, the sole and exclusive manager of the City to operate, manage, maintain, promote and market the Facility during the Term. In such capacity, except 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 of the Facility. 3.2 Permitted Uses and Parking. The Friends shall use the Fatality solely and exclusively as a venue for not -for -profit art -related events, special events, programming, production, presentations, exhibitions and other cultural activities. The venue may also be used as a performance venue, public auditorium. and facility for film/television/photographiclaudio productions, or any combination thereof, and for such ancillary uses as are customarily related to such primary use including, without limitation, broadcasting, recording, filming, private functions pursuant to a facility rental agreement approved by the City, in each case in conjunction with an Event then being held and sale of merchandise 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 property secured. As the Facility does not include dedicated partdng for the building. Patrons of Events may park in public parking lots and garages if and to the extent available, upon paying the applicable parking dlerges. No other uses shall be permitted without the prior wriften 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 documents of The Friends; (it) all laws and regulations applicable to not -for -profit entities: (ill) all applicable Governmental Requirements; and IN) all ad valorem tax-exempt uses of property under Chapter 196, Florida Statutes, 3.3 Prohibited tAee. It is understood and agreed that the Facility shalt be used by The Friends during the Term only for the stated purposes in Section 3.2, and for no other purposes or uses whatsoever, without express written permission of the City Manager. Notwithstanding anything contained in Section 3.2, or any other term or condition of this Agreement: (1) The Friends will not make or permit any use of the Facility that, directly or indirectly, is forbidden by any Governmental Requirement, or that may be dangerous to fife, limb or property; and (2) The Friends may not 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 theatrical performance and production venue, which shall be used and stored in compliance with Governmental Requirements). In the event that The Friends uses the Facility for any purposes not expressly permitted herein, then the City, through its City Manager, may 4of31 11 S of 17ol O.It Contract no 24A07.Gi declare this Agreement in default and, in addition to all other remedies available to City, restrain such improper use by injunction or other 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 it will not allow the Facility to become unoccupied or vacant. The Friends shall take appropriate precautions to prevent fire on the Facility, including, without limitation, maintaining existing fire detection devices and extinguishing equipment at all times. 3.4 Operational Rules for Facility. 3.4.1 Amplified 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 oniv be permitted to use in-house audio system in connection with any Events held at the Facility aad, at all times, the sound levels may not exceed 105dBC. Additionally, The Friends shall be nesporsibe for ensuring that users of the Facility do not use temporary sound equipment for any Event held at the Facility. 3.4.2 Facility Hours of Operation and Required Evenh The Rotunda will be open to the public at least 1,512 programmed hours per year, Wednesdays 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 City Manager shall have the discretion to extend the hours of operation on a case -by -case basis ID 11:00 pm on the weekends (Friday or Saturday) and to 12:30 am on New Year'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 operation under this Subsection 3.4.2 shall be requested in writing to the City Manager in advance of the schedtded Event; provided, however, The Friends may program additional nights upon prior written notice to the City Manager or designee as long as The Friends adhere to the following. (i) the agreed -upon hours of operation from 12:00 pm to 5:00 pm, and (it) all applicable Governmental Regulations, including but not limited to any noise ordinances. 3.4.3 Cessation/Suspension of Approved Usefs) and/or Business Activitybes). Notwithstanding anything contained in this Agreement, and except for the Permitted Uses expressly set forth in Section 3.2, and in the event that another particular use(s) and/or business activity(fes) has(ve) been approved by the 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 to. and/or detrimental to the Permitted Uses set forth in this Agreement, and/or to the health, safety and/or welfare of the residents of and visitors to the City of Miami Beach, than the City Manager, upon prior written notice to The Friends of same, may revoke, suspend, andlor otherwise disallow the objectionable uses(s) and/or business activity(ies), and The Friends shell immediately cease and desist in providing, and/or continuing with, said use(s) and/or business activity(ies) within the time period and in the manner prescribed in the City, subject to such additional guidelines, as may be determined and established by the City Manager, in his/her sole and reasonable discretion and judgment. The Friends shall cause the Facility to be available and open on a year-round basis, subject to closures for reasonable periods for rehearsal, set design, repairs, maintenance and alterations. All Events and all uses shall conclude prior to 10:00 p.m. on weeknights, and may be extended to 11:00 p.m. on weekends (Friday and Saturday) and 12:30 a.m. on New Year's Eve, if approved in advance by the City Manager or designee, in writing; provided, however, that The Friends' employees and/or contractors 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, 5of31 116 of 1791 Man Contract r* 24-0e14)1 cleaning the Facility after a performance, etc., so long as The Friends' activities at the Facility during this time do not disrupt and/or negatively impact the surrounding neighborhood. In the event of such disruption, the City 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 Facility open for the aforestated purposes (beyond 10:00 pm) THE FRIENDS 3.6 Third Party Events. The City and The Friends agree and acknowledge that the Facility will be primarily used by The Friends to provide top-quality cultural 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 authority to approve or deny the 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 Section 4. of this Agreement and applicable Governmental Requirements. The Friends shall have no obligation to lx:ak any type 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-to-day acWlties of area residents and businesses. Notwithstanding the preceding, or any other term or condition of this Agreement, the City Manager shall have the right to prohibit certain Events or uses from occurring all the Facility, upon the City Manager's reasonable determination that such Event or use might pres ill t unreasonable safety concerns or violate (or otherwise not comply with) Governmental Requirements. 3.6 City Events. Subject to availability at cite Facillity, the City shad have the right to use the Facility, or any part thereof, for the benefit of the community for such purposes including, but not limited to, meetings, City -sponsored special everAs, Tourism and Cultural Department's events, and other purposes, as deemed necessary by the Cky Manager or designee, in its sole and absolute discretion, without the payment of any rental or use fee, except that the direct out- of-pocket expenses incurred in connection with such tees shall be paid by the City. The City will provide no less than thirty (30) days notice to The Friends of any request to use the Facility. 3.7 Rotunda Marketing. The Friends shall create and implement consistent marketing materials, including, but rat limited to, public relations, social media campaigns, and paid marketing outreach, to ensure that the Mlerni Beach residents in general are aware of programs taking place at the Facility. 3.8 Rights of Entry in favor of the City. With prior reasonable, written notice, representatives, contractors and employees of the City shall have the right to enter all portions of the Facility to inspect same, to observe the performance 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, on, or about the Facility, or to do any act or Ming which the City may be obligated or have the right to do under this Agreement. Nothing contained in this subparagraph is intended or shall be construed to limit any other rights of the City under this Agreement. The City shall net unreasonably interfere with the activities of The Friends hereunder, and the City's actions shall be conducted such that disruption of The Friends operation of the Facility shall be kept to a minimum and there shall be no disruption of any Event by the City pursuant to its right of entry under this Section 3.8. 3.9 Secun The Friends shall provide reasonable security to protect the Facility and its equipment, materials and facilities, including any City equipment, furnishings, and fixtures used by The Friends, and shall be solely responsible to the City for any loss or damage to any City equipment, furnishings, and fixtures so used by The Friends. 3.10 signage. Exterior messaging and marketing found on the front exterior of the building will be controlled by The Friends and will list only Events taking place within the Facility, 6of31 Draft Contract m 24AD7411 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 and/or temporary) shall comply with all applicable Governmental Requirements and shaft be maintained by The Friends in good condition. SECTION 4. SCOPE OF SERVICES. The Friends shall manage the Facility in a manner consistent with the operations, management, promotion, and marketing of other comparable first-class facilities, such as The Bass Museum ("Comparable Facilities"), and in accordance with the requirements set forth in ITN- 2024-007-ND. To ensure the continuous operation of the Facility, and commencing on the Construction Completion Date, The Friends shall produce no0rwer than 36 Events at the Facility during each Contract Year of the Term. Each individual Event within a Series shall be counted separately toward the 36-event requirement. SECTION 5. ANNUAL REPORTING. Within ninety (90) days after the end of each Contract Year, The Friends shall submit to the City a detailed report ("Programmatic Annual Report") setdng forth the following information: 1. The number of Events hosted during the previous Year, including the charge to the public for the event, 4 any, and data as to each Event, such as the number in attendance at each Event and feedback received, both solicited and unsolicited, as to each Event. The number of Facility Rentals and the charge for said Facility Rentals. is The Events scheduled or anticipated forthe upcoming Year and the number of residents and visitors anticipated to be impacted. iv. An annual management plan, which shall include the annual operating budget for the then current Fiscal Year. v. The Friends' anocipated operations for such Fiscal Year, including planned operating and maintenance activities, anticipated capital improvements and capital equipment purchases, and an anticipated budget therefore. anticipated Events at the Facility (to the extent known at such tine), and planned equipment and furnishings purchases. vi. A detailed list of then -known major capital repairs anticipated for the Facility, which will be the sole responsibility of the City. SECTION B COMPENSATION TO THE CITY FOR USE OF THE FACILITY (USE FEE). 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 Facility. All other amounts due hereunder shall be paid to City in legal tender of the United States of America at the following address: Tourism Guttural Development Department, 1755 Meridian Avenue Suite 500, Miami Beach, Florida 33139, Attention: Lissette Arrogante, Director; or at such other place that City may from time to time designate by notice in writing. 7of31 „C ..r,701 Dwfl Contract m 24-007-01 6.2 Additional Fees and Charge. 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 herein. The Friends hereby irrevocably and unconditionally guarantees to the City that Operating Revenues shall at all times be sufficient to pay as and when due all Operating Expenses and any and all other amounts that The Friends is obligated to pay pursuant to this Agreement, and further covenants and agrees that if at any time there are insufficient Operating Revenues to pay aft of the foregoing amounts, as and when required, The Friends shall immediately pay the difference from The Friends' own funds. This obligation is absolute and unconditional and shall even apply if Operating Revenues are reduced or limited by facts or circumstances not contemplated by the parties or for reasons beyond the parties' control. The provisions of this Section 62 shall survive any termination or expiration of this Agreement. 6.2.1 Free Charitable Use. The Cultural Arts Cotatcil may issue up to six (6) rental waivers per calendar year to qualified nonprofit organizaypr for use of The Rotunda. Venue waivers are available for nonprofit arts organizations that WIN present performing arts activities in Miami Beach. These performing arts activities incudc 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 bytle Community Beriefit fund and administered by the Tourism and Culture Department following review and reconaeendation by the Miami Beach Cultural Arts Council. Although City shall not owe a fee, rent or other payment strictly for the Charitable Use, (1) City shall promptly (within ten (10) business days aaw receipt of invoice thereof reimburse The Friends for all actual costs incurred by The Friends to facilitate the Charitable Use, including, without Ilmitation. The Friend's standard charges for janitorial, clean- up, crowd and traffic control, set-up and tear -down costs and fees and charges (including for materials, labor and other services) directly necessitated by the occurrence of any Charitable Use; (ii) The Friends shall retain exclusive rights to the operation of all concessions and other operations at 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 ask of alcohoto 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 competition therewith); The Friends will ensure that the prickV for any concessions shall not exceed the normal pricing therefor charged at standard Events at the Facility, and (iii) any Charitable Use Event shall be scheduled in accordbrroe with The Friends scheduling needs so as not to conflict with or impair The Friends' ability to ansintain its anticipated schedule of Events, but shall otherwise be scheduled at a time convenient br the City, with The Friends reasonably cooperating with City in coordinating all scheduling (bit in any case, The Friends shall not be obligated to permit any Charitable Use unless schedullat thereof was memorialized in writing signed by the parties in advance of the Charitable Usa Evenly: and (iv) City shall not be entitled to "rollover" 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 occtas for any reason, including reasons which were completely outside the parties' reasonable cor", then, City shall be deemed irrevocably to have waived its right or entitlement to the benefit of the Charitable Use Event that otherwise could have occurred during the prior Fiscal Years). The Friends shall have 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 tax, now or hereafter prescribed by State, federal or local law, concurrent with and to the extent any sales tax is imposed in connection with any payment due hereunder by The Friends. 8of31 119 of 1791 Drxfl Contrxt no 24-007-01 6.4 Capital Improvements. The Friends shall not be responsible for paying for any capital improvements or infrastructure related to or for the Facility, which shall at all times be the responsibility of the City. SECTION 7. RIGHTS RESERVED TO THE CITY. 7.1 Rights of EnW. With prior reasonable, written notice, representatives, contractors and employees of the City shall have the right to enter all portions of the Facility to inspect same, to observe the performance 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, on, or about the Facility, or to do any ad or thing which the City may be obligated or have the right to do under this Agreement. Nothing contained in this subparagraph is intended or shall be construed to limit any other rights of the City under this Agreement. The City shall not unreasonably interfere with the activities of The Friends hereunder, and the City's actions shall be conducted such that disruption of The Friends operation of the Facility shall be kept to a minimum and there shall be no disruption of any Event by the City. Notwithstanding 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 reasone0k discretion, for the purpose of protecting the Facility, preventing or mitigating damage, or geponding to any condition that poses a threat to health, safety or property. The City shall use reasonable efforts to notify the Friends as soon as practicable following such entry. 7.2 Signage. The City Manager shall have the right to direct The Friends 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 Receipts and Disbursements. The Friends shad establish and maintain in one or more depositories, one or more operating, payrad and other bank accounts for the operation and management of the Facility, as The Friends shad determine. All Operating Revenues collected by The Friends from the operation of ate Facility shall be deposited into the accounts and all Operating Expenses shell be paid by The Friends from the accounts. Any amounts remaining in the operating accounts upon expiration or termktation of this Agreement for any reason, after payment of all other amoltnts that The Friends is required to pay under this Agreement through the date of expiration or termination, shall be promptly paid to The Friends. 8.2 Records and Audil The Friends shall keep full and accurate accounting books and records relating fu all Operadrtg Revenues and Operating Expenses, all in accordance with generally accepted accounting prMciples. The Friends shall give the City such books and records during 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 Florida Public Records 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 time, to cause independent auditors or the City's own accountants or auditors to audit all of the books of The Friends relating to Operating Revenues, Operating Expenses, tickets and Events including, without limitation, cash register tapes, credit card invoices, duplicate deposit tapes, and invoices. No costs incurred by the City in conducting such audit shall be considered an Operating Expense and all such audit costs and expenses shall be borne solely by the City. 9of31 120 of 1791 Drag Cantraof m 11401-0f SECTION 9. ALTERATIONS. MAINTENANCE. AND REPAIR 9.1 Alterations. The Friends shall not make any permanent or structural additions, improvements, or alterations (collectively, "Permanent Alterations") to the Facility 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 and absolute discretion. The Friends may make non- permanent alterations which do not affect the Facility's infrastructure, structural components or building systems, including HVAC, electrical or plumbing, (collectively, the "Temporary Alterations" and together with the PermanentAlterations, the "Ateratons") deemed necessary by The Friends, in its sole discretion, without the City Manager or City's consent; provided, however, The Friends shall, at its sole cost and expense, restore the Facility to its original condition upon the expiration or earlier termination of this 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 incurred from The Friends. The cost of all Alterations made by The Friends shall be borne solely by The Friends from its own funds and shall not constitute Operating Expenses. unless otherwise agreed to by the City under the category of Capital Improvements or Maintenance. NohNlhstanding anything to the contrary, however, The Friends shall not under any circumstances be permitted to make any Alterations that: (i) affect the structural portkwdB of the Facility or (h) lei to comply with any applicable Governmental Requirements; or (iii) Irdwtere in dry material manner with the proper functioning of any mechanical, electrical, plumbing, HVAC, We safety or other systems, facilities or equipment of the Facility. Except as may expressly be required pursuant to Section 9.2, it is understood by the parties hereto that The Friends shall net be responsible, nor required to pay for, any other costs related to capital improvements or infrastructure (i.e. inducting, but not limited to, plumbing and sewer lines, major electrical, structural, HVAC, roof, etc.) with regard to the Facility. The Friends dW obtain all required permits for Alteratbtls performed by, through or under The Friends and shall perform or cause tc be performed such Alterations in compliance with all Governmental Requiremerrls. Under no circumstances shall The Friends make any Alterations that moorparate any Hazardous Substancesincluding, without limitation, asbestos -containing construGbn.naiiiais, into the Facility Any request for City Manager's consent to any proposed Alterations by, through or under The Friends SW be made in writing and shall contain plans or other wrlflen materials describing the work in detail reasonably satisfactory to City Manager, provided OW architectural plans shelf not be required unless required for the issuance of a building permb. The City 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 twenty (20) business day period shall not be deemed a consent. 9.2 Maintenance W The Friends. The Friends shall, at its sole cost and expense, have sole responsibility for basic end routine maintenance to the Facility. The Friends shall, at its sole cost and expense, and to the satisfaction of the City as required by this Agreement, keep and maintain the Facility, and all improvements thereon, in good, clean, and sanitary order. The City and The Friends herein agrees to be bound by the minimum maintenance standards set forth in Exhibit "B" to this Agreement entitled "City of Miami Beach Minimum Specifications for the Collins Park Rotunda." The Friends shall promptly notify the City of any maintenance required at the Facility that is not the responsibility of The Friends. 9.3 Maintenance by the Cily. Any repairs, capital improvements or replacements above and beyond basic and routine maintenance shall be the responsibility of the City. The City shall, at its sole cost and expense, have the sole responsibility for maintaining the grounds of The Rotunda and surrounding park. Without limiting the foregoing, the City shall install and be 10 of 31 Dmft Centre m 24-0OT-01 responsible for the repair and replacement of any and all mechanical, electrical, plumbing, HVAC, life safety, including fire prevention systems and alarms, or other systems, facilities or equipment of the Facility 9.4 Personal ProoeM. A list of existing City -owned personal property included 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 warranly(ies). The Friends shall have the right, at the initial inventory and at any point thereafter, to decline the use and responsibility for any existing City -owned personal property not useful for its operation of the Facility and may turn such existing City -owned personal property over to the City in the condition in which it was accepted. 9.5 Utilities. The City shall be solely responsible for itd shall pay (whether to the City or directly to the utility) before delinquency, all charges for all water and sewer, and electricity utilities used at the Facility. Any other utilities, including the connection of a phone line and internal, shall be the responsibility of The Friends, 9.6 Procedure If Taxes Assessed. The Friends agrees to, and shall pay before delinquency, all taxes and assessments of any kind assessed or levied, whether upon The Friends or the Facility, by reason of this Agreement or by reason of any use(s) arM/or 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 anticipab that, as of both the Effective Date and Construction Completion Date, no ad valorem taxes should be assessed by the Miami -Dade County Tax Appraiser. 0, however, taxes are assessed by the Property Tax Appraiser, The Friends has the right to terminate this agreement without penalty by providing thirty (30) days' notice to the City: provided. however, The Friends shah be solely responsible for such payment(s) which accrued during The Friendsuse of the Facility. SECTION 10. INDEMNIFICATION. The Friends shall indemnify, hold harmless and defend (with counsel approved by the City Attorney) the City, its officers, agents, servants still employees from and against any and all claims, liabilities, demands, causes of action, casts and expenses (including reasonable attorneys' fees at trial and all levels of appeal) otwratsoever kind or nature ("Claims") arising out of (i) errors, omission or negligent act or willful misconduct of The Friends, its agents, servants, contractors, or employees. (ii) any default by The Friends under this Agreement; or (iii) any other claim arising, directly or indirectly, from the operation or management of the Facility or any Event held therein or rental or use of the Facility, including those Claims arising from the cancellation or postponement of any Events as contemplated in this Agreement, provided that there is expressly excluded from the foregoing obligations any Claims to the extent resulting solely from the gross negligence or willful misconduct of the City, its officers, agents (excluding The Friends), contractors (excluding The Friends) and employees or the use of the Facility by the City, its officers, agents (excluding The Friends), and employees, pursuant to Section 15 hereof. The provisions of this Section 10. shall survive expiration or termination of this Agreement. SECTION 11. INSURANCE REQUIREMENTS. The Friends shall maintain, at The Friends sole cost and expense, the following types of insurance coverage at all times throughout the Tenn of this Agreement: 11.1 General liability insurance with not less than the following limits General aggregate $2,000,000 11 of 31 177 of 1791 Dafl COntrwt no 2a00701 • Products (completed operation aggregate) $2,000,000 • Personal and advertising (injury) $1,000,000 • (Per occurrence) $1,000,000 • Fire damage $ 100,000 • Medical Expense $ 5,000 • Liquor Liability (aggregate) $2,000,000 • (Per occurrence) $1,000,000 11.2 Workers Compensation Insurance shall be required under the Laws of the State of Florida 11.3 Builder's Risk. The Friends shall carry Builders Risk insurance during any period of construction of Alterations or any other period of consrucilbrt by, through or under The Friends. The policies of insurance referred to above shall riot be subject to cancellation or changing coverage except upon at least thirty (30) days writ en notice to City and then subject to the prior written approval of the City's Risk Manager. The Friends shall provide the City with a Certificate of Insurance for each such policy, which shall name the City as an addyllural named insured. All such policies shall be obtained from companies authorized to do business in the State of Florida with an A.M. Besfs Insurance Guide (latest edition) rating acceptable to the gly's Risk Manager, and any replacement or substitute company shall also be subjeclt to the approvalef 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 interests may appear, and all such insurance policies shall contain a provision covering the indemnification liablilltles hereunder. The City shall maintain all fire hazard insurance, at its sole cost and expense. The terms of insurance policies relarred to in this Section 11. shall preclude subrogation claims against The Friends, the City and their respective officersemployees and agents. The ownership of the Facility and all buildings and real estate, aft existing (and replacllments thereof) technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property located at the Facility as of the Construction Completion Date shall remain with the City. Any and W technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property purchased by The Friends for use at the facility shall remain property of The Friends. Any and all technical and office equipment and facilities, furniture, displays, fixlaes, vehicles and similar tangible property purchased by The Friends through funds received from grants which were applied for solely by the City or in partnership with the City for use at the facility shall remain property of the City. Ownership of and title to all intellectual properly rights of whatsoever value held in the Co'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 and software owned by The Friends shall remain with The Friends. The assets of the City as described herein shall not be pledged, fiened, encumbered or otherwise alienated or assigned. Notwithstanding anything to the contrary contained in this Agreement, any personality, furnishings, and movable equipment that is not a fixture and is not integral to the operation of the Facility purchased by The Friends with outside funds, (funds which are not a part of Operating Revenue) and used at the Facility shall be the sole property of The Friends. Ownership of 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. 12 of 31 Orel Contract no. 24-W-Or 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 against those for whom the City is in law responsible including, without limitation, its directors, officers, agents, and employees, and (except with respect to The Friends' chattels). Such insurance shall insure property of every kind purchased and/or maintained at the Facility, including the value of ail 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 12. ASSIGNMENTISUBLET 12.1 Except as otherwise specifically provided in this Section 12. , The Friends may not voluntarily or by operation of law, assign, encumber, pledge or otherwise transfer all or any part of The Friends' interest in this Agreement or subcontract its management duties hereunder without the City's prior written consent, which may be granted or withheld in City's sole and absolute discretion. Any attempt by The Friends to assign all or any part of its interest and any attempt to subcontract its management duties heraunder without first having obtained City's prior written approval shall be void and of no force or alllsct. In the event of any assignment, transfer, encumbrance or subcontract. The Friends shag nevertheless remain liable for all obligations hereunder and the transferee shall be jointly and severally liable for all obligations thereafter arising under this Agreement. Any transfer of a controlling interest in The Friends (whether in a single transaction or multiple transactions) shall be considered an assignment of this Agreement. The Friends specifically recognizes that the City selected The Friends to be the manager of the Facility as a result of the City's evaluation of The Friends' specific qualifications and experience in operating similar first-class facilities. 12.2 The provisions of subsection 12.1 above shall not prevent The Friends in the performance of its management duties hereunder to grant licenses and rental agreements for Events pursuant to an agreement to be approved by the City Manager; said agreement shall, at a minimum, require that the City and The Friends be added as additional insureds under any liability policies and shall indemnify the City and the Friends. Notwithstanding the foregoing, the use of any tMrd-party concessionaire for the facility shall require the City Manager's prior written consent SECTION 13. PERMIT$" LKENSES' TAXES APPLICABLE LAWS The Friends agrees to obtain and pay for all permits and licenses necessary for the conduct 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 with respect to persons employed by The Friends. The Friends shill 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 Ins City; Miami -Dade County; the State of Florida; and the U.S. Government now in force or hereafter to be adopted. SECTION 14. FORCE MAJEURE. No party will be liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by "Force Majeure' if notice is provided to the other party within ten (10) days of date on which such party gains actual knowledge of the event of "Force Majeure" that such parry is unable to perform. The term "Force Majeure" as used In this Agreement means the following: an act of God, strike, war, public noting, lightning, fire, storm, flood, explosions, epidemics, pandemics, landslides, lightning storms, earthquakes, floods, storms, washouts, civil disturbances, explosions, and any other cause whether of the kinds specifically enumerated 13 of 31 174 of 17g1 Oral)Conirx M 24007-01 above or otherwise which is not reasonably within the 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 that under no circumstances shall a failure to pay amounts due 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 period that the supplying of any such service or services or the provision of 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 Friends' or the City's reasonable opinion the Facility can no longer be operated in a reasonably profitable manner as a result of the damages or action for a period of at least ninety (90) days from the happening of the fire, other casually or retpdatory action, either party may terminate this Agreement upon written notice to the other. Upon any such termination, the provisions of Section 21.2 shall apply; and prodded City shall receive the entire amount of all insurance proceeds or eminent domain award for the Facility, as applicable, with The Friends to receive any insurance proceeds or eminent domain award for their property located at the Facility. SECTION 15. WAIVER OF INTERFERENCE. The Friends hereby waives all mains for compermation for loss or damage sustained by reasons of any interference with its operation and management of the Facility by any public agency or official as a result 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 shall not relieve The Friends from any obligation hereunder unless such interference prevents The Friends from complying with the terms of this Agreement, in which case, The Friends shall have no liability to the City for its failure to so operate or manage the Facilityexcept to the extent that the conditions resulting in enforcement are caused by the wMul act or omission of The Friends. SECTtOM 16. NO LIENS. The Friends agrees that it will not suffer, or through its actions or anyone under its control or supervision, cause to be filed upon fire 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 accordance with the applicable law and policy. If this is not accomplished, the City may automatically terminate this Agreement, without further notice to The Friends and secure the ralsase of lien on behalf of The Friends. The Friends agrees to reimburse the City for any costs assofLbd with the payment and/or release of the lien within thirty (30) days from receipt of the bill. SECTION 17. NO IMPROPER USE The Friends will not use, nor suffer or permit any person to use in any manner whatsoever, the Facility 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 hereafter enacted or adopted. The Friends shall not use the Facility for any unlawful purpose and shall comply with all laws, permitting, and licensing requirements now in force or hereafter adopted, applicable to the Facility or the activities, uses, and/or business(es) conducted on the Facility. 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. Any criminal activity in the 14 of 31 17S of 1701 "R COnVnp no 24-WT41f Facility knowingly caused by or knowingly permitted by The Friends shall result in automatic termination of this Agreement. Except as may result from acts of force majeure, The Friends agree that it will not allow the Facility to become unoccupied or vacant. The Friends shall take appropriate precautions to prevent fire on the Facility. Fire detection devices and extinguishing equipment will be provided and maintained by the City for the Facility, and The Friends agree to retain such devices and equipment at the Facility. SECTION 18. NO DANGEROUS MATERIALS. The Friends agrees not to use or permit in the Facility the storage of illuminating oils, oil lamps, turpentine, gasoline (except for small containers [5 gallons or less] for machinery), benzene, naphtha, or other similar substances, or explosives or any kind, or any substance or thing 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 expressly understood and agreed by and between the parties hereto that all individuals, employees, officers, and agents ofth*42V are acting in a representative capacity and not for their own benefit; and that neither The Friends nor any occupant shall have any claim against them or any of them as individuals in any event whatsoever in co*nction with any acts or duties which are reasonably related to the performance of their duties. SECTION 20. DEFAULT. 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 required to be made as and when due, which continues for more than ten (10) days after written notice Uom the party to receive payment; 20.1.2 The failure or inability to observe or perform any of the covenants or provisions of On Agreement which continues for more than thirty (30) days after written notice from the own-defisu&V party; provided, howerar, if the nature of the failure is such that more than such period is reasonably required for its cure, than the defaulting party shall not be deemed to have committed an Event of Default d said party commences the cure within such period and thereafter diligently pursues the cure to completion and actually completes the cure within an additional ninety (90) day period; or 20.1.3The assignment, encumbrance, pledge, or transfer of this Agreement, whether voluntarily or by operation of law (i) The making by The Friends of any general assignment for the benefit 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 Friends, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of The Friends' assets located at the Facility or of The Friends' interest in this Agreement, if possession is not restored to The Friends within sixty (60) days; or (iv) the attachment, execution or other judicial seizure of substantially all of The Friends' assets located at the Facility or of The Friends' interest in this Agreement, where the seizure is not discharged within sixty (60) days. 15 of 31 ve M 17C11 Draft CantraY no. 2a-0O7-0I 20.2 Remedies. If an Event of Default occurs, then in addition to any other remedies available to the non -defaulting party, the non -defaulting party may exercise the following remedies: 20.2.1 Terminate this Agreement by written notice to The Friends, in which rase this Agreement shall terminate, and The Friends shall immediately surrender possession of the Facility to City. Upon termination, City shaft be entitled to recover from The Friends: (1) Operating Expenses that remain unpaid through the date of termination; (2) all other amounts that The Friends is required to pay under this Agreement through the date of termination. relief; and 20.2.2 Seek specific performance of any obligations hereunder or seek injunctive 20.2.3 Exercise any other remedies availably at law or in equity 20.2.4 The various rights and remedies esservedic either petty in this Agreement or otherwise shall be cumulative and, except as o/nrwise provided by Florida law, either party may pursue any or all of its rights and remedies aitthe same time. 20.3 Late Payments. Any payment oared to any party under th"reement that is not received within ten (10) days following notice of such amount being due shall sear interest at the rate of eighteen percent (18%) per annum ("Default Rate") from the date due until fully paid. 20.4 Not--For-Profit Status. IN THE EVENT THAT THE FRIENDS CEASES TO BE A NOT -FOR -PROFIT CORPORATION, THIS AGREEMENT SHALL BE AUTOMATICALLY TERMINATED. SECTION 21. TERMIATION. 21.1 Termination for Convenience by Either Party. Either party reserves and retains the right, at its sole option and discretion, to terminate this Agreement, without cause and without penalty, with regard to the other party's rights and responsibilities with respect to the operation, management, maintenance, promotion and marketing of the Facility, upon one hundred eighty (180) days prior written notice to such other party. 21.2 Effect of Termination. In the event this Agreement expires or is terminated for any reason: (1) AN Operating Expenses and all other obligations for the period up to the date of expiration or termination shall be paid using funds on deposit in the aocount(s) described in Section a.1 and to the extent such funds are not sufficient, The Friends shall pay all such amounts from its own funds: (2)After all amounts referenced in subparagraph (1) have been paid, The Friends may retain all sa Wh 9 Operating Revenues (if any). Upon the expiration of this Agreement or a termination for any reason, all further obligations of the parties hereunder shall terminate except for any obligations which expressly survive such expiration or termination by their terms. All of the foregoing reimbursement and the payment obligations are to be made within thirty (30) days after the termination date. The provisions of this Section 21.2 regarding the above reimbursement and payment obligations of the City shall survive the termination of this Agreement. 21.3 Surrender of Facility. Upon termination or expiration of this Agreement The Friends shall surrender and vacate the Facility upon the effective date of such termination or expiration of this Agreement. The Facility and all equipment and furnishings owned by the City shall be returned to the City, all property of The Friends shall be removed, and the Facility shall be returned 16 of 31 1)7 of 1741 orax Cmn i no 24-aa7-0f to the City in broom clean condition and in compliance with all Governmental Requirements, ordinary wear and tear, and casualty loss excepted. SECTION 22. NOTICES. All notices mailed electronically to either parry shall be deemed to be sufficiently transmitted. The Friends: FRIENDS OF THE BASS MUSEUM, INC. 2100 Collins Avenue Miami Beach, Florida 33139 Attention: Silvia Karmen Cubina Ph: 305-673-7530 E-mail: scubinadthebass.org The City: City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attention: City Manager With copy to: City of Miami Beach Tourism and Cultural Development 1755 Convention Center Drive, Suite 500 Miami Beach. Florida 33139 Attention: Lissette Arroganbs, Director Ph:305-673-7577 Erri IrsseQtearroaantetl&niamibeachfl coy The Friends and the City may change the above mailing or e-mail addresses at any time upon giving the other party written notification. All notices under this Agreement must be in writing. SECTION 23. NO DISCRIMINATION. In connection vnith the performance of the Services, The Friends shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, The Friends shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination 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, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor organization membership, familial situation, or political affiliation 17of31 77R of 1791 Draft Contractro 2/-W7-W SECTION 24. LIMITATION OF LIABILITY. The City desires to enter into this Agreement only if in so doing the City 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 the sum of $10,000. The Friends hereby expresses his willingness to enter into this Agreement with The Friends' recovery from the City 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 City to The Friends pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, 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 actually paid by the City to The Friends pursuant to this Agreement, for any action or dal for breach of contract arising out of the performance or non-performance of any obligation imposed upon the City by this Agreement. Nothing contained in this paragraph or eMwheris In this Agreement is in any way intended to be a waiver of the limitation placed upon the City's lability as set forth in Section 768.28, Florida Statutes, SECTION 25. NOT A LEASE. It is expressly understood and agreed that no pert, parcel, building, structure, equipment, or space is leased to The Friends; that this Agreement is a management agreement and not a lease; and that The Friends' right to operate and manage Kre Facility shall continue only so long as The Friends complies with the undertakings, provisions, agreements, stipulations, and conditions of this Agreement. SECTION 26. MISCELLANEOUS. 26.1 Venue/Walver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principalsatconflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be tiat641iede County, Florida, if in state court, and the U.S. District Court, Southern District of Florid, Kin federal oaurL BY ENTERING INTO THIS AGREEMENT, CITY AND THE FRIENDS EXPRESSLY WAIVE ANY FJGHTS 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 Venture. Nothing herein contained is intended or shall be construed in any way to create or establish the relationship of partners or a joint venture between the City and The Friends. None of the officers, agents or employees of The Friends shall be or be deemed to be employees of the City for any purpose whatsoever. 26.3 Entire Agreement. This Agreement and all Exhibits attached hereto contain the entire agreement between the parties with respect 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, whether oral or written, will be deemed to bind the parties hereto with respect to the subject matter hereof. 26.4 Written Amendments. This Agreement shall not be altered, modified 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. 18 of 31 170 M 1701 Dra/x Contracx m 24-007-01 26.5 Binding Upon Successors and Assians; No Third -Party Beneficiaries. 26.5.1 This Agreement and the rights and obligations set forth herein shall inure to the benefit of, and be binding upon, the parties hereto and each of their respective permitted successors and permitted assigns. 26.5.2 This Agreement shall not be construed 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 provisions 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 the benefit of no other person or entity. 26.6 Section Neadinas 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 this Agreement. The terms defined herein Include the plural as well as the singular and the singular as well as the plural, andthe use of masculine pronouns shall include the feminine and neuter. Except as otherwise Wtkated, all agreements defined herein refer to the same as from time to time amended or suppbrnented or the terms thereof waived or modified in accordance herewith and therewith. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original copy of this Agreement. and all of which, when taken together, shall be deemed to constitute but one and the same agreement. 26.7 Severabilitv. The invalidity or unertforceability of any particular provision, or part of any provision, of this Agreement shall not affect the other provisions or parts hereof, and this Agreement shall be construed in all respects as if such imralid or unenforceable provisions or parts were omitted. 26.8 Non -Waiver. A failure by either party to take any action with respect to any default or violation by the other of any of the tem is, covenants, or conditions of this Agreement shall not in any respect limit, prejudice, diminish, or constitute a waiver of any rights of such party to act with respect to any prior, contemporaneous, or subsequent violation or default or with respect to any conjinuation or repetition of the original violation or default. 26.9 Certain ReoreserMations and Warranties. 26.9,1 The City represents, warrants, and covenants to The Friends the following: (1) City has full legal right, power and authority to enter into and perform its obligations hereunder; and (ii) this Agreement has bean duly executed and delivered by the City and constitutes a valid and binding obligation of Mrs City, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 26.9.2 The Friends represents and warrants to the City the following: (i) The Friends has full legal right, power and authority to enter into and perform its obligations hereunder, and (ii) this Agreement has been duly executed and delivered by The Friends and constitutes a valid and binding obligation of The Friends, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally or by general equitable principles. 19 of 31 1 in of 17r11 Oren contract m 24-001.01 26.10 Governino Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to otherwise applicable principles of conflicts of law. The parties further consent to Miami -Dade County, Florida, 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 definition of "Contractor' as defined in Section 119.0701(1)(a), the Concessionaire shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; c) Ensure that public records that are exempt or cordidantial and exempt from public records disclosure requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining public records and trader to the Gty, at no City cost, all public records created, received, maintained andfor 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 duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records 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 'public records" shall mean all documents, papers, letters, maps, books, lepes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or orlNrwtce or in connection with the transaction of official business of the City. Ths Friendsfailure 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 comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. SECTION 28. PROHIBITIONS REGARDING SALE OR USE OF EXPANDED POLYSTYRENE FOOD SERVICE ARTICLES. Pursuant to Section 82-7 of the City Code, as may be amended from time to time, effective August 2, 2014, the City has prohibited the use of expanded polystyrene food service articles by City Contractors, in connection with any City contract, lease, concession agreement or Special event permit. Additionally, pursuant to Section 82-385 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, and no polystyrene food service articles can be provided to sidewalk cafA patrons. Expanded polystyrene is a petroleum byproduct commonly known as Styrofoam. Expanded polystyrene is more particularly defined as blown polystyrene and expanded and extruded foams that are thermoplastic petrochemical materials utilizing a styrene monomer and 20 of 31 111 of 1701 DMi COS WM 2aco7-01 processed by any number of techniques including, but not limited to, fusion of polymer spheres (expandable bead foam), injection molding, foam molding, and extrusion -blown molding (extruded foam polystyrene). Expanded polystyrene food service articles means plates. bowls, cups, containers, lids, trays, coolers, ice chests, and all similar articles that consist of expanded polystyrene. Additionally. Concessionaire agrees to comply (and ensure compliance by its vendors) with Section 4r1-92 (c) of the City Code, which states that it is unlawful for any person to carry any 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 of any beverage to patrons on the beach. The Friends agrees not to sell, use, provide food im or offer the use of expanded polystyrene food service articles at the Facility or in connection with this Agreement. The Friends shall ensure that all vendors operating in the Facility abide by the restrictions contained in this Section 28. A violation of this Section 28 shall be deemed a default under the terms of this Agreement. This Section 28 shall not apply to expended 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. E-VERIFY 29.1 The Friends ("Consultant for purposes of this Section 29. ) shall comply with Section 448.095, Florida Statutes, 'Employment Eligibility- ("E-Verity Statute'), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Consultant shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term of the Agreement Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If Consultant enters into a contract with an approved subconsultant, the subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with. or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. 29.2 Termination Rights. 29.2.1 If the City has a good faith belief that Consultant has knowingly violated Section 448,09(1), PAxida Statutes, the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. 29.2.2If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Section 29.2.1, but the Consultant otherwise complied with such subsection, the City will promptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Consultant's contract for cause. 29.2.3 A contract terminated under the foregoing subsections is not in breach of contract and may not be considered as such. 21 of 31 117 of 1701 Draft Contract. 24-0074 f 29.2.4 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 after the date on which the contract was terminated. 29.2.5 If the City terminates the Agreement with Consultant under the foregoing subsections, Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. 29.2.6 Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 29. . SECTION 30. PEPSI AND RED BULL. The City has entered into an agreement with PEPSI, effective July 1, 2022, through June 30, 2032. and with Red Bull Distribution Company, effective April 18, 2023, through June 30, 2027, to be the exclusive provider of non-alcoholic beverages and coffee products. The Friends shall only sell PEPSI and Red Bull Distribution Company beverages at the Facility as listed in the attached Exhibit "D" and as may be updated from time to time SECTION 31. THE FRIENDS' COMPLIANCE WITH ANTI -HUMAN TRAFFICKING LAWS. The Friends agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to time, and has exeOjM the Anti -Human Trafficking Affidavit, containing the certification of compliance with anti-lrman trafficking laws, as required by Section 787.06(13), Florida Statutes, a copy of which is attached hereto as Exhibit "E". SECTION 32. PROHIBITION ON CONTRACTING WITH A GWINESS ENGAGING IN A BOYCOTT. The Friends warrants and represents that it is not currently engaged in, and will not engage in. a boycott. as defined in Section 2-375 of the City Code. In accordance with Section 2- 375 1(2)(a) of the City Code, The Friends hereby certifies that The Friends is not currently engaged in, and for the duration of the Agreement, *10 not engage in a boycott of Israel. The Friends warrants and represents that, within two (2) years prior to the Effective Date, The Friends has not received compensation for services performed for a candidate for city elected office, as conterroaled by the prohibitions and exceptions of Section 2-379 of the City Code. For the avoidance of doubt, the restrictions on contracting with the City pursuant to Section 2-379 of the City Code shall not apply to the following: (a) Any individual or entity that provides goods to a candidate for office. (b) Any individual or entity that provides services to a candidate for office if those same services are regularly performed by the individual or entity in the ordinary course of business for clients or customers other than candidates for office. This includes, without limitation, banks, telephone or internet service providers, printing companies, event venues, restaurants, caterers, transportation providers, and once supply vendors. 22 of 31 Draft Gon"d M. 24-W7-01 (c) Any individual or entity which performs licensed professional services (including for example, legal or accounting services). The Friends hereby agrees to comply with Section 287.138, Florida Statutes, as may be amended from time to time, which states that as of January 1, 2024, a governmental entity may not accept a bid on, a Proposal for, or a reply to, or enter into, a Contract with an entity which would grant the entity access to an individual's personal identifying information (PII), unless the entity provides the governmental entity with an affidavit signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in Paragraphs 2(a)-(c) of Section 287.138, Florida Statutes: (a) the entity is owned by a government 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 N organized under the laws of or has its principal place of business in a foreign country of conoem (each a "Prohibited Entity"). A foreign country of concern is defined in Section 287.138 (1)(c), Florida Statutes, as may be amended from time to time, as the People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea. the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, including any agency of or any other entity of significant control of such foreign country of concern. Additionally, beginning July 1. 2025, a governmental entity may not extend or renew a contract with a Prohibited Entity. The Friends warrants and represents that it does not fall within the definition of a Prohibited Entity, and as such, has caused an autharoW representative of The Friends to execute the'Prohibition Against Contracting with Entitles of Foreign Countries of Concern Affidavit", incorporated herein by reference and attached hereto as Exhibit "F [SIGNATURE PAGE FOLLOWS) 23 of 31 134 of 1791 Drell Cam m 24-001-01 IN WITNESS WHEREOF. the parties hereto have caused their names to be signed and their seals to be affixed all as of the Effective Date. Attest: CITY OF MIAMI BEACH By: Rafael E. Granado, City Clerk Eric T. Carpenter, P.E., City Manager FRIENDS OF THE BASS MUSEUM, INC. By: Signature Print Name/Title 24of31 195 of 1791 EXHIBIT A SITE PLAN AND LEGAL DESCRIPTION OF THE FACILITY BEI 1I I �rn.rorry LEGAL DESCRIPTION: A1.00 A parcel of land being a portion of CRY PARK of THE OCEAN FRONT PROPERTY OF THE MIAMI BEACH IMOAMMENT COMPANY, acconfing to the plat thereof, as recorded In Mat Book 5, Page 7 of the Public Records of Miami -Dade County, Flore a, which is South of Until Sweet, and West of Collins Avenue, being more parNCWarty descnbed as follows: NI of that part of said OTY PARK, contained within a circle having a radius of 2537 feet, whose center bean 5 62'14'49' W and is 187.08 fast horn the irtertection of the CentMines of 22M Street and Collins Awmue. LESS that portion of said circle, being ewernal of a concentric circular cure, being offset 1,00 feel to the interi0r from the edge of said circle and being bounded Northerly by a fire bearing 519'39'42- E from the center of said orde and being bounded Southerly by a line hearing S Ot't0'02' E from the oentn of viol circle LESS Mat portian of said circle, being ecternal of a concentric circular curve, being offset 1.00 feet to the interior from the edge of said arcle and being bounded Northerly by a Are bearing N 40'20'18* E from the center of saw dale and being bounded Southerly by a Ilse bearing N 58'49'58' E from the center of saw drde. TOGETHER WITH' BEGINNING at the point on the edge of said circle, hearing N 85'09'34' W from the center of said circle; thence N 7W24'52' W, a distance of 10.51 fee; thence 519'35'Og' W. a distance of 12.51 feet thence N 70'2I'52' W, a distance of 11.17 feet; them N 19'35'08' E, a distance of 25.75 feet; thence N 70-24*52' W, a distance of 17,67 feet. thence N 19'35'09' E, a distance of 2000 fee; thence 5 70'24'52' E, a distance of 17,57 het; thence N 19'35'08' E. a distance of 10.59 feet: thence S 70'24'52' E. a distance of 11.17 feet; thence 519'35'08' W, a distance of 3092 feet: thence 5 70*24'5I' E. a distance of 10.50 fast. to the point of Intersection with the edge of said orde, saw point of intersection bears N 55'4234' W from the tenter of sad circle, thence Suuthwestedy and Southerly, carving along said circle to the left, though a central angle of 29127b0', for an m distance of 13od feet, to the POINT Of BEGINNING. C.nm... ng 3,118 square feet, mole or less, by canWteioM. 25of31 146 Of 1741 EXHIBIT B CITY OF MIAMI BEACH MINIMUM MAINTENANCE SPECIFICATIONS FOR MAINTENANCE OF THE COLLINS PARK ROTUNDA These minimum operating and maintenance standards are intended to be considered as a whole and intended to provide an overall standard for the Facility. Individual discrepancies, as well as deviations, from any individual standard shall 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 efforts to endeavor to meet the standards set forth herein. In the event of a conflict between the terns 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 and employ a full-time general manager and any necessary administrative and accounting personnel that are responsible for the overall management and operation of the Facility. THE FRIENDS shall have the sole responsibility to recruit and employ sufficient personnel to maintain the following functions: general and event security; janitorial, housekeeping and cleaning for both event and non-event cleanup (including graffiti removal); painting and general overall maintenance of the Facility to ensure that the Facility is being maintained consistent with other Comparable Facilities. The City shall have the sole responsibility for 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 for the staging and 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. EMERGENCY PROCEDURES THE FRIENDS shall assign an employee and a backup employee to act as an Emergency Liaison to the City. This individual will be required to use good faith efforts to attend any and all meetings, held by the City, that deal with emergency situations, such as extreme weather events, terrorist acts, etc. The Liaison will serve as the point of contact during any emergency crisis. THE FRIENDS shall develop and implement a Hurricane Preparedness Procedure, a copy of which shall be provided to the City. JANITORIAL, CLEANING AND HOUSEKEEPING The Facility shall be reasonably clean and stocked with supplies (i.e. toilet paper, soap, etc.) at all times. This includes general cleaning during non-event times, as well as during Events. 26 of 31 137 of 1791 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 Waste as it relates to emptying of the dumpster and servicing trash receptacles within the park area. The dumpster will be serviced at current service levels. Any additional dumpster services and the collection of and depositing of trash within the Facility will be the responsibility of THE FRIENDS . At the City's responsibility, treatment for 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 cleaned and polished on an as needed 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 needed basis. LANDSCAPING The City shall maintain all exterior landscaping EXTERIOR LIGHTING The Facility shall remain illuminated regularly after dark. The City shall maintain all 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 dealers and manufacturer's warranties. THE FRIENDS shall develop an annual schedule 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 8.2, All existing warranties that are transferable will be transferred to the City. THE FRIENDS shall post and maintain, as required by any applicable governmental code and/or regulation, any and all required professional licenses, certifications, and/or permits. The City shall maintain and inspect all building safety systems including but not limited to: smoke, fire, and CO detector systems, backup generator operation, emergency battery backup functions, emergency lighting, emergency egress, special needs and blackout preparedness 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 operating condition at all times. The City shall develop and implement a plan for inspection and maintenance for the Facility's HVAC systems. This shall include inspection of all HVAC controls on a Quarterly basis to verity proper setting and operation as well as any adjustments and/or maintenance that may be appropriate, including, but not limited to filter replacement, blower and/or heat exchanger, proper operation of air intakes/vents, fan units, ducts, etc. THE FRIENDS has the sole responsibility of maintaining the paint on the interior of the Facility 27 of 31 139 of 1791 EXHIBIT C CITY OF MIAMI BEACH OWNED PERSONAL PROPERTY INCLUDED IN THE AGREEMENT 1, Speakers 8 Subw00fers 2. Mechanically operated curtains at curtain wall 3.AV Rack 4. Track light fixtures 5. Linear LED lights 6. Exposed Can lights 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 w/ antennas, 4. Video matrix and video switch devices 5. Brightsign 10 player 6. Ipad Pro 13" 7. Dell Optiplex Desktop Mini Tower 8. Wireless Mic System and (2) handheld devices 9. Microphone Stand w/ boom 10. (2) Wired Microphones 11. Marani 8-Channel Amplifier 12. Netgear POE Port Unified Core System and will access point 13. Unified Core Audi 8 Video Controller 14. Surface mounted touch screen controller 15. Global cache controller 16, Metal Rack w/ vent and wheels 28 of 31 139 of 1791 EXHIBIT D PEPSI AND RED BULL PRODUCT LIST Red Bull Product List Link: httos,//www redbulldistdbutioncomoanv com/products Pepsi Product List: see attached 4-page PDF titled "2025 Pepsi Beverage Portfolio" 29 of 31 140 of 1791 EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of The Friends hereby attests under penalty of perjury that The Friends does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking-. I understand that I am swearing or affirming under oath to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of The Friends. THE FRIENDS: Friends of the Bass Museum, Inc., a Florida not -for -profit corporation. NameMde: State of County of (Address) The foregoing instrument was acknowledged before me by means of ❑ 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 produced as identification, and who did/did not take an oath NOTARY PUBLIC: (Signature) (Print Name) My commission expires: 30 of 31 1dl of 17Q1 EXHIBIT F PROHIBITION AGAINST CONTRACTING WITH FOREIGN COUNTRIES OF CONCERN AFFIDAVIT In accordance with Section 287.138, Florida Statutes, incorporated herein by reference, the undersigned, on behalf of The 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 government of a foreign country of concern; (b) the government of a foreign country of concern has a controlling 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 concern. I understand that I am swearing or affirming under oath, under penalties of perjury, to the truthfulness of the claims made in this affidavit and that the punishment for knowingly making a false statement includes fines and/or imprisonment. The undersigned is authorized to execute this affidavit on behalf of The Friends. THE FRIENDS: Friends of the Bass Museum, Inc., a Florida not -for -profit corporation. Name/TNe: State of County of (Address) The foregoing instrument was acknowledged before me by means of O 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 produced as identification, and who did/did not take an oath. NOTARY PUBLIC: (Signature) (Print Name) My commission expires: 31 of 31 1,17 of 1741 RESOLUTION NO. 2024-33445 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER AND CITY CLERK TO NEGOTIATE AND EXECUTE CHANGE ORDER NO. 1 TO THE CONTRACT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND AVR CONTRACTORS, CORP., PURSUANT TO ITB-2023-321-DF, FOR CONSTRUCTION SERVICES AT THE COLLINS PARK PERFORMING ARTS VENUE — ROTUNDA, WITH SAID CHANGE ORDER IN THE NOT TO EXCEED AMOUNT OF $2.1 MILLION, PLUS A 10% OWNER'S CONTINGENCY, AND 300 CALENDAR DAYS INCREASE IN THE PROJECT CONSTRUCTION TIME, TO ADDRESS UNFORESEEN STRUCTURAL DEFICIENCIES AND REPAIRS TO THE EXISTING SANDCAST PANELS AROUND THE EXTERIOR OF THE BUILDING, WATERPROOFING TO ADDRESS WATER INFILTRATION AND REPAIRS TO THE EXTERIOR STRUCTURAL WALLS, SUBJECT TO THE APPROVAL OF THE SECOND CAPITAL BUDGET AMENDMENT TO THE FY2025 CAPITAL BUDGET. WHEREAS, designed by Herbert A. Mathes, the Collins Park Rotunda ("Rotunda') was completed in 1961 and originally functioned as a reading room and auditorium for the local Miami Dade County Library; and WHEREAS, the Rotunda's distinctive cylindrical form is clad in textured sand cast concrete panels, created by artist Albert Vrana; and WHEREAS, these panels, which encircle the building, feature an abstract design called The Story of Man. Vrana crafted the panels by casting concrete into wet sand which he molded by hand, and WHEREAS, in the 1990s, the library and the walkway connected to the Rotunda were demolished; and WHEREAS, the building became uninhabitable after the removal of its plumbing, HVAC, electrical systems, and all interior finishes during the library demolition, and WHEREAS, the building has not been used since then, except for a few events through special event permits; and WHEREAS, on April 26, 2017, the City Commission directed the Administration to proceed with the Cultural Arts Councils plan to convert the Rotunda into a performing arts space, and WHEREAS, the City contracted M.C. Harry Associates to design an addition and connection that would seamlessly integrate with the existing structure; and WHEREAS, the scope of work consists of renovating the interior of the existing 1,960-square-foot Rotunda, which will include selective demolition, new interior finishes, and upgrades to mechanical, electrical, and ADA systems within the existing structure, and an 895-square-foot addition features an entrance lobby and restrooms; and WHEREAS, the project also includes the installation of new exterior glazing and doors, a new roofing system, accessible exterior concrete walkways, pedestrian -scale exterior LED lighting, as well as landscaping and irrigation improvements; and WHEREAS, the new design aims to support various functions, enhance accessibility, and ensure a thoughtful, aesthetic integration with the original Rotunda building; and WHEREAS, to engage a contractor for the renovation and addition, ITB 2023-321- DF was issued on August 24, 2023, and AVR Contractors, Corp ("AVR") was selected as the lowest responsive and responsible bidder and a contract was awarded on January 26, 2024, with a construction cost in the amount of $2,237,664.50 plus a 10% owners contingency of $223,766.45 for a total of $2.461,430.95; and WHEREAS, upon issuance of all required permits, Notice to Proceed ("NTP") with construction was issued on April 1, 2024, and mobilization to the site for commencement of construction work began on April 8, 2024; and WHEREAS, construction is currently underway and is approximately 25% complete; and WHEREAS, on June 12, 2024, while performing interior framing at the Rotunda, AVR encountered water infiltration at the interior perimeter of the existing Rotunda building as a result of heavy rainfall; and WHEREAS, the Facilities and Fleet Department ("Facilities'), responsible for maintenance of the existing building, engaged a roofing contractor to address a suspected roof leak, and WHEREAS, an assessment by roofing contractor, A & J Roofing, Corp. concluded that the roof was not the source of the water infiltration; they identified areas along the building perimeter where water was entering the building through the exterior walls, behind the sand cast panels; and WHEREAS, the water that entered the building damaged the new materials and finishes that were being installed as a part of the renovation of the Rotunda; and WHEREAS, Facilities contacted consultants Wood/O'Donnell & Naccarato Structural Engineers ("WON"), who were already under contract to provide the professional services required for the 40/10 year recertification of the existing building; and WHEREAS, further investigation by WON revealed significant structural issues with the panels and their connections to the building, including cracks, spalling, and corroded anchors, which required repair; and WHEREAS, these panels, exposed to the elements near the ocean for 62 years, have experienced extensive deterioration and WON has expressed concern that panels could dislodge from the building's facade; and WHEREAS, several concrete columns, tie beams and edge of slabs behind the panels are cracked and spalled, requiring repair as well, and WHEREAS, to ensure the building's structural integrity, WON has provided preliminary construction documents and details for the replacement of the damaged connectors; and WHEREAS, all 162 sand cast panels will have to be removed from the building's faqade to replace the connectors, repair the panels, repair the concrete wall and beams, and apply proper waterproofing to the exterior masonry walls; and WHEREAS, these structural and waterproofing repairs are currently not part of the scope for the renovation and addition to the Rotunda; and WHEREAS, the project was initially expected to be substantially complete in February 2025 and an extension of the project construction period will be required to complete the additional scope of work; and WHEREAS, AVR has provided a proposal to remove the panels, repair the damage to the panels, replace the connectors with new stainless -steel anchors, repair the masonry walls and columns, waterproof the existing concrete masonry walls and reinstall the panels at a construction cost of $2.16 million, and WHEREAS, this change order is subject to final negotiation with the contractor in the not to exceed amount of $2,100,000 plus 10% owners contingency for a total of $2,310,000; and WHEREAS, the total impact to the project cost includes the change order, 10% owner's contingency, additional construction administration services and project management fees resulting in an additional project cost of $2.64 million; and WHEREAS, the cost of the repairs exceeds the existing project contingency and will require allocation of additional funds; and WHEREAS, AVR has estimated that these structural and waterproofing repairs will increase the construction time by 300 calendar days; and WHEREAS, City staff has reviewed the preliminary estimate and scope and find them appropriate; and WHEREAS, the final proposal shall be negotiated upon completion of the construction documents by WON; and WHEREAS, Change Order No.1 will be negotiated and finalized, not to exceed an amount of $2.1 million, plus a 10% owner's contingency, and an increase in the contract time not to exceed 300 calendar days; and WHEREAS, the Administration recommends that the Mayor and City Commission approve Change Order No.1. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve and authorize the City Manager and City Clerk to execute Change Order No. 1 to the contract between the City of Miami Beach, Florida and AVR Contractors, Corp., pursuant to ITB-2023-321-DF, for Construction Services at the Collins Park Performing Arts Venue — Rotunda, with said change order in the not to exceed amount of $2.1 million, plus a 10% owner's contingency, and 300 calendar days increase in the project construction time, to address unforeseen structural deficiencies and repairs to the existing sandcast panels around the exterior of the building, waterproofing to address water infiltration and repairs to the exterior structural walls, subject to the approval of the second Capital Budget Amendment to the FY2025 Capital Budget. PASSED and ADOPTED this // day of Pe"Wk� 2024. ATTEST: � Mu Steven einer, Mayor DEC 3 - 2024 Rafael E. Granada, City Clerk } '.INLDAr N1iED! APPROVED AS TO FORM & LANGUAGE &F N i Z/Izpz+ Ci ttomey - Date Resolutions - R7 G MIAMI BEACH COMMISSION MEMORANDUM TO Honorable Mayor and Members of the City Commission FROM. Eric Carpenter, City Manager DATE: December 11, 2024 TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY MANAGER AND CITY CLERK TO NEGOTIATE AND EXECUTE CHANGE ORDER NO. 1 TO THE CONTRACT BETWEEN THE CITY OF MIAMI BEACH, FLORID AND AVR CONTRACTORS, CORP., PURSUANT TO ITB-2023-321-DF, FOR.. CONSTRUCTION SERVICES AT THE COLLINS PARK PERFORMING ARTS VENUE - ROTUNDA, WITH SAID CHANGE ORDER IN THE NOT TO EXCEED AMOUNT OF $2.1 MILLION, PLUS A 10% OWNER'S CONTINGENCY, AND 300 CALENDAR DAYS INCREASE IN THE PROJECT CONSTRUCTION TIME, Tf, ADDRESS UNFORESEEN STRUCTURAL DEFICIENCIES AND REPAIRS TO THE' EXISTING SANDCAST PANELS AROUND THE EXTERIOR OF THE BUILDING, WATERPROOFING TO ADDRESS WATER INFILTRATION AND REPAIRS TO THE EXTERIOR STRUCTURAL WALLS, SUBJECT TO THE APPROVAL OF THE SECOND CAPITAL BUDGET AMENDMENT TO THE FY 2025 CAPITAL BUDGET., RECOMMENDATION The Administration recommends that the Maya and City Commission (City Commission) adopt the Resolution 4 BACKGROUNDIHISTORY Designed by Herbert A. Mathes, the Collins Park Rotunda (Rotunda) was completed in 1961 and originally functioned as a reading room and auditorium for the local Miami Dade County Library. The Rotunda's distinctive cylindrical form is clad in textured sand cast concrete panels, created by artist Albert Vrana. These panels, which encircle the building, feature an abstract design called The Story of Man. Vrana crafted the panels by casting concrete into wet sand which he molded by hand In the 1990s, the library and the walkway connecting to the Rotunda were demolished, leaving the Rotunda. However, the building became uninhabitable after the removal of its plumbing. HVAC, electrical systems, and all interior finishes during the library demolition. The building has not been used since then, except for a few events through special event permits. On April 26. 2017, the City Commission directed the Administration to proceed with the Cultural Arts Counc l's plan to convert the Rotunda into a performing arts space. The City contracted M.C. Harty Associates to design an addition and connection that would seamlessly integrate with the existing structure. The scope of work consists of renovating the interior of the existing 1,960- square-foot Rotunda, which will include selective demolition, new interior finishes, and upgrades to mechanical, electrical, and ADA systems within the existing structure. An B95-square-foot addition features an entrance lobby and restrooms. The project also includes the installation of new exterior glazing and doors, a new roofing system, accessible exterior concrete walkways, Page 734 of 1452 pedestrian -scale exterior LED lighting, as well as landscaping and irrigation improvements. The new design aims to support various functions, enhance accessibility, and ensure a thoughtful, aesthetic integration with the original Rotunda budding. To engage a contractor for the renovation and addition, ITS 2023-321-DF was issued on August 24, 2023. AVR Contractors. Corp (AVR) was selected as the lowest responsive and responsible bidder and a contract was awarded on January 26. 2024 with a construction cost in the amount of $2.237,664. 50 plus a 10% owners contingency of $223, 766.45 for a total of $2 461.430 95. Upon issuance of all required permits. Notice to Proceed (NTP) with construction was issued on April 1, 2024, and mobilization to the site for commencement of construction work began on April S, 2024. Construction is currently underway and is approximately 25% complete. ANALYSIS On June 12, 2024. while performing interior framing at the Rotunda, AVR encountered water infiltration at the interior perimeter of the existing Rotunda building as a result of heavy rainfall. The Facilities and Fleet Department (Facilities), responsible for maintenance of the existing building, engaged a roofing contractor to address a suspected roof leak. An assessment by roofing contractor, A & J Roofing, Corp. concluded that the roof was not the source of the water infiltration They identified areas along the building perimeter where water was entering the building through the exterior walls, behind the sand cast panels. The water that entered the building damaged the new materials and finishes that were being installed as a part of the renovation of the Rotunda. Facilities contacted consultants Wood/O'Donnell & Naccarato Structural Engineers (WON), who were already under contract to provide the professional services required for the 40110 year recertification of the existing building. Further investigation by WON revealed significant structural issues with the panels and their connections to the building, including cracks, spelling, and corroded anchors. which required repair. See attached report including photos (Exhibit A). These panels, exposed to the elements near the ocean for 62 years, have experienced extensive deterioration and WON has expressed concern that panels could dislodge from the building's fagade Several concrete columns, tie beams and edge of slabs behind the panels are cracked and spalled, requiring repair as well. To ensure the building's structural integrity, WON has provided preliminary construction documents and details for the replacement of the damaged connectors. All 162 sand cast panels will have to be removed from the building's fagade to replace the connectors, repair the panels, repair the concrete wall and beams, and apply proper waterproofing to the exterior masonry walls. The extent of the structural issues and damages on the panels and their connections to the building were not evident during the design of the renovation project. and only became noticeable after the June 2024 rain event and water infiltration which led to further investigations. The renovation and addition to the Rotunda project only included minor spell repairs at the bottom of the panels. The structural and waterproofing repairs to the building, and the removal, repair and reinstallation of the panels were not part of the scope for the renovation project. The project was initially expected to be substantially complete in February 2025. An extension of the project construction period will be required to complete the additional scope of work Page 735 of 1452 COST AVR has provided a proposal (Exhibit B) to remove the panels, repair the damage to the panels. replace the connectors with new stainless -steel anchors. repair the masonry walls and columns. waterproof the existing concrete masonry walls and reinstall the panels at a construction cost of $2.160,277. This change order is subject to final negotiation with the contractor in the not to exceed amount of $2. 100, 000 plus 10% owner's contingency for a total of $2, 310.000. The total impact to the project cost includes the change order, 10% owner's contingency, additional construction administration services and project management fees resulting in an additional project cost of $2.640 000. AVR has estimated that these structural and waterproofing repairs will increase the construction time by 300 calendar days City staff has reviewed the preliminary estimate and scope and find them appropriate for the level of development of the construction documents, and the contractor's initial concept of the means and method for executing the work. WON has reviewed the documents and suggests further negotiations of the cost based on possible efficiencies in means and methods, and the final documents. The final proposal shalf be negotiated upon completion of the construction documents by WON Change Order No 1 will be negotiated and finalized, not to exceed an amount of $2,100,000. plus a 10% owners contingency. and an increase in the contract time not to exceed 300 calendar days. FISCAL IMPACT STATEMENT The total amount of the Change Order is $2,100,000, plus a 10% owner s contingency, for a grand total of $2.310,000. Does this Ordinance require a Business Impact Estimate? (FOR ORDINANCES ONLY) If applicable, the Business Impact Estimate (BIE) was published on: See BIE at: httos.11 w.miamibeachfl.00vlcity-halllcltvtlerklmeeting-noticed FINANCIAL INFORMATION Subject to the 2' Capital Budget Amendment to the FY2025 Capital Budget CONCLUSION The Administration recommends that the City Commission approve the resolution. Applicable Area Middle Beach Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond pursuant to City Code Section 2-17? Proiect? Page 736 of 1452 Yes No Was this Agenda Item initially requested by a lobby includes a principal engaged in lobbying? No If so, specify the name of lobbyist(s) and principal(s): Department Capital Improvement Projects Sponsor(sl Co-sponsor(s) Condensed Title Execute Change Order 1, Collins Park Performing Arts Venue - Rotunda Project. CIP Page 737 of 1452 Ex Hi81T A WOOD/ O'DONONNELL 'ROWNACCARATO July 30, 2024 Ms, Olga Sanchez, E.L, C.G.C., LEER AP Senior Facilities Capital Projects Coordinator City of Miami Beach Facilities Management Division Facilities and Fleet Management Department 1833 Bay Road Miami Beach, Florida 33139 Via email. olaasanchezOMmiamibeache oov Cc: ColetteSatchell mia_rru eachfl. ov Reference: Rotunda Building at Collins Park Proposed Structural Repairs for Recertification Exterior Art Panels Miami Beach, Florida Dear Olga: As you know, as part of our engineering services for structural repairs in preparation for structural Recertification of the Rotunda Building, we have conducted observations of the exterior precast concrete art panels that clad the building. Also, as you know, there is an on -going project through the CIP office to renovate the interior of the building and add an exterior entry and semi -attached restrooms (W/O&N is not currently involved in that project). While conducting the work of that project, it was discovered that there is moisture intrusion into the building's interior. We understand that some water testing was conducted and that it confirmed moisture intrusion in the area of the existing entry and in other locations. W/O&N was not involved in the testing and has not been provided a report relative to that testing. Our recent observations of the panels revealed the following: • Except for two full -height windows and the existing entry, the exterior of the building is Gad with precast concrete art panels. There are three horizontal rows of panels. The tops and bottoms of the panels are supported (gravity) and anchored (wind) by steel angle/plate brackets anchored to concrete members in the building and with anchor rodsithreaded inserts to the panels. Page 738 of 1452 EXHIBIT A 6 There is considerable corrosion at most of the brackets and anchor rodstinserts along the bottoms of the panels (above the reflecting pool). There is a lesser, but still significant, degree of corrosion of the brackets at the tops (at roof level) of the panels. The brackets at the intermediate levels are not sufficiently accessible to accurately assess their conditions. The bottoms of the bottom row of panels (above the reflecting pool) are spalled for much of the perimeter of the building due to corrosion of the anchor rods/inserts and corrosion of the panel reinforcement. There are a few other locations of spelled concrete and physical damage. There is also some concrete spalling at the tops of the panels (at roof level). There is an approximate 2-inch gap between the exterior face of the building and the backs of the panels. It appears that the roofing in the area above the existing entry may have previously extended over the gap. The current roofing does not span the gap. In other areas, there is no firm evidence that the roofing ever extended over the gap. Some of the joints between panels were previously caulked (although it is now, in poor condition). Most joints, however, are not caulked. Therefore, rainwater is persistently in contact with the exterior face of the building wall (behind the panels), the backs of the panels, and the supportlanchor brackets. It appears that there may be an original damp -proofing material on the exterior face of the building wall (CMU and concrete). Currently, this can only be observed by looking into the 2-inch gap. Therefore, observation is very restricted. Major issues and concerns: Water intrusion into a newly renovated and sensitive space. Acceleration of structural deterioration due to water intrusion. Corrosion of support brackets, anchor rods and inserts at the top and bottom of the panel installation. Uncertainty of the conditions of the two intermediate rows of brackets. Concrete spalling at the bottoms of the panels and to a lesser degree spalling at the tops of the panels. Uncertainty of the conditions of the panels at the two intermediate rows of brackets. Preservation of the art for some period into the future. Action Alternatives Relative to the Art Panels 1. Panels Remain in Place a- Shore and brace existing panels for work. b. Sequentially remove all brackets, anchors, and inserts at the top and bottom of the panel installation. Replace with stainless steel brackets and anchors. c. Anchor the panels at the t ro intermediate joints with large -diameter (likely t"+/- diameter) stainless steel rods. This will require drilling through the faces of the panels, inserting sleeves, and inserting epoxy adhesive, followed by insertion of rods and patching of the faces of the panels. The existing intermediate support/anchor brackets Page 739 of 1452 EXHIBIT A will remain in place (with the likely prospect of future corrosion and damage to the panels). d Repair concrete spalls where accessible at the tops and bottoms of the panels and at other visible locations. e Patch. repair. and restore the faces of the art panels (by art/architectural conservator) f We recommend the City consult with a waterproofing consultant. We assume, however, that at the least the City would want to extend the roofing over the gap along the perimeter of the roof. The City may also want to consider caulking the joints between the panels (could be set back from the faces of the panels to minimize visibility). Remove and Replace Panels a Remove all existing panels (progressing from top to bottom) Lay panels out (considerable space required) on the ground (with appropriate support as may be required) The City may want to hire an art handlermgger for removing and replacing the panels b Remove all existing brackets, anchors, and inserts Repair spalled concrete As may be accessible while on the ground, patch and restore art surface as required. These functions will be more easily accomplished on the ground as opposed to on the building. c Prepare new stainless -steel bracketsanchors, and inserts. d In consult with a waterproofing consultant, apply a waterproofing system to the exposed extenor face of the building. Consider extending the roofing over the gap at the roof level and consider caulking the panel joints To possibly provide some protection to the panels themselves, it may be desirable to apply a clear. breathable sealer to the backs and/or fronts of the panels e. Re -install panels with new stainless steel brackets throughout. Alternative 2 will obviously provide the more reliable and longer -lasting results There is a risk, however, of damage to the panels during the handling It should be expected that alternative 2 will have a higher initial construction cost Please let us know if you'd like to discuss these issues further Please let us know how the City would like to proceed. Sincerely WOOD/O'DONNELL & NACCARATO Dou9lAs S. wood Douglas S Wood. P.E., FRSE Principal Page 740 of 1452 Y�X lw 4 �l 1— 4 A t` V It 0 A %l pllii A.e ash c, !.;9 .ales "ark _ Jun 13. 2024 at 9:45.59 AM 2100 Collins Ave Miami Beach FL 33139 United Slates Collins Park (AVOR Contractors Corp. November 19, 2024 Larisa Vargas, Project Manager City of Miami Beach Office of Capital Improvement Projects (CIP) 1700 Convention Center Drive, Miami Beach, FL 33139 RE: Estimate M 1078. R -Art Panels Restoration and Waterproofing at Collins Park Rotunda This price is based on the preliminary drawings from Wood/O'donnels Nacarato, dated 10/25/2024. Sheets 5-000, 5-001, 5-002, 5-100, 5-1018, 5-102 provided by CIP. These are progress drawings; therefore, they are issued prior to completion of the structural design; and as such, are incomplete by nature for the comprehensive scope of the project. Allowances for structural elements required due to the completion. AVR Contractors is treating this change order as an as -built project since nobody knows what are the existing conditions behind the existing precast fa4ade panels. Any further extent of concrete repairs will be determined later after Engineer examine the exposed concrete structural members. Price does not include: • Special inspector cost • Permits Project Estimated Duration: 10 - 12 Months. Total Choose Order S 2.Ifi0.277.00 See attached breakdown. 1302 NE 125" Street. Suite - A. North Miami, 11I33161 PH 305-9828770 als• rez vrc n r r .c : rveraCdavrcontractors.com I(AVRContractors Corp. 1 _ S 25.000.00 General CondHlons Shop Drawing (Structural Steel/fabrication of structural steel 2 _ $ 25,ow.w Temporary Fence and Privacy Screen _ 3 f S 1.s,coo.00 Portable Toilet, Garbage Dumpster and Storage Container a S 4d,doo.00 _ Building Risk 8_Pollution _Policies Liability Insurance }Bond Landscaping Maintenance 6 E 20,00doo 6 S —33,00-0.00 7 E 3.000,00 9 S 3o,0o0.0o Pfimavefa- Construction work schedule 9 E too0o .o0o _ Extende.d office Costs S 273,000.00 Sub -total _ Demolition and Temporary Protection 11 E 2e.000.00 Bump Lift Rental 10 month 12 S _ 3.240.00 Pool Protectiun(approxlmale 90sheetof plywood) 13 $ Pool Protection hand rail (approximate 140 2%4) 14 $ _1,120.00 60.000,00 Shooting, bracing, scaffolding and equipment /tools(allstructuralworkbyAVRCont) $ 02,760.00 Sub-toW Site Work _ 16 S a', woo Root Flashmg Replace SS. 17 S 365,000.0o Supervision, man Dower and materials for demolition, construction, spai6ng restauration before apply water proofing (patching concrete member); cutting, extraction I drilling for reconnection on new position 656 anchor bolts for panels connection. (164 Panels x 4 Bolts ea) la � E 9,200.00 Epoxy anchor --use two component epoxy base -use HIRI HY -200 (is cilscontinued — replacement HIT-HY 100 cost HD)tor 656 anchor bolts connector to panels i1e E 50.000.00 Water Proofing around Rotunda area(Block Watt/ Concrete Water Proofing sikalastic HLMS000GC(Thisprice isbasedin25 mobilizations) zo E 1301000.00 Materials metal connection, structural steel- stainless Steel, anchor bolts, threaded rods, nuts, washers 21 $ 1.085.000.00 Artist repair and Art riggers. S S.safi.mo.ao Sub -total S $ 2,009,560.00 150.7v.00 Total P 7 % Z2.1a0;2 00 Total Ricardo Vera President - AVR 2C.t.rs Corp. 1302 NE 125" Street. Suite — A. North Miami, FI 33161 PH 305-9828770eaIvare 6B yr~,WR; rvera0avrcontractors.com RESOLUTION NO. 2024-32975 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 (ITN) NO. 2024-007-ND, FOR MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA; TO NEGOTIATE A MANAGEMENT AGREEMENT WITH FRIENDS OF THE BASS MUSEUM, INC.; AND FURTHER REQUIRING THAT THE FINAL AGREEMENT BE SUBJECT TO APPROVAL BY THE MAYOR AND CITY COMMISSION. WHEREAS, on December 13, 2023, the Mayor and City Commission approved the issuance of the Invitation to Negotiate (ITN) No. 2024-007-ND for Management and Operation of the Collins Park Rotunda; and WHEREAS, Invitation to Negotiate No. 2024-007-ND (the "ITN") was released on December 15, 2023; and , WHEREAS, a voluntary pre -proposal meeting was held on January 9, 2024; and WHEREAS, on January 29, 2024, the City received two (2) proposals from Friends of the Bass Museum, Inc. and HZIP LLC; and WHEREAS, on February 2, 2024, The City Manager, via Letter to Commission No. 038- 2024, appointed an Evaluation Committee consisting of the following individuals: Ray Breslin, President, Collins Park Neighborhood Association; Cynthia Casanova, Assistant Director, Parks and Recreation Department; Lissette Garcia, Director, Tourism and Culture Department; David Martinez, Director, Office of Capital Improvement Projects; and Elizabeth Miro, Interim Director, Facilities and Fleet Management Department; and WHEREAS, the Evaluation Committee convened on February 15, 2024, to review and score the proposals; and WHEREAS, the Evaluation CoJnmittee received an overview of the project, information relative to the City's Cone of Silence Ordinance and the Government 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 resulted in the ranking of proposers as follows: Friends of the Bass Museum, Inc., as the top -ranked proposer; and HZIP LLC, as the second -ranked proposer; and WHEREAS, after reviewing all of the submissions and the Evaluation Committee's rankings and analysis, the City Manager concurs with the Evaluation Committee and recommends that the Mayor and City Commission authorize the Administration to negotiate a management agreement with Friends of the Bass Museum, Inc.; and further require that the final agreement be subject to approval by the Mayor and City Commission. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept the recommendation of the City Manager pursuant to Invitation to Negotiate No. 2024-007-ND for Management and Operation of the Collins Park Rotunda; to negotiate a management agreement with Friends of the Bass Museum, Inc.; and further require that the final agreement be subject to approval by the Mayor and City Commission PASSED AND ADOPTED this 3 day df aP^ � 20?4 Steven Meiner, Mayor ATTEST: APR 0 8 2024 Rafael E. Granado, City Clerk APPROVED AS TO FORM & LANGUAGE t & FOR EXECUTION INfi1poive' O ;Clty Attorney Date C•® ' r Competitive Bid Reports - C2 A MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Aline T. Hudak, City Manager DATE: April 3, 2024 SUBJECT: 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 (ITN) NO. 2024-007-ND, FOR MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA; TO NEGOTIATE A MANAGEMENT AGREEMENT WITH FRIENDS OF THE BASS MUSEUM, INC.; AND FURTHER REQUIRING THAT THE FINAL AGREEMENT BE SUBJECT TO APPROVAL BYTHE MAYOR AND CITY COMMISSION. RECOMMENDATION It is recommended that the Mayor and City Commission approve the Resolution authorizing the Administration to negotiate an agreement, pursuant to Invitation to Negotiate (ITN) No. 2024- 007-ND, with Friends of the Bass Museum, Inc. for the management and operation of the Collins Park Rotunda. The Resolution requires that the negotiated agreement be subject to approval by the Mayor and City Commission. The solicitation is currently under the cone of silence. BACKGROUNDIHISTORY Miami Beach's Collins Park Cultural District is home to a rich tapestry of cultural, performing arts and civic organizations and facilities including the Miami Beach Regional Library, Miami City Ballet, The Bass Museum of Art, the future Collins Park Cultural Center, and the Collins Park Rotunda (the "Rotunda'). The City of Miami Beach commissioned the Rotunda in 1962 as an auditorium for the adjacent library. The space has served various uses, including a venue for art - related special event activations. For example, in 2019, through the City's Artist in Residence program, the Rotunda served as a community meeting space to discuss issues related to the environment In 2021, the Rotunda was temporarily used as an artist studio to produce a community -based public artwork that was commissioned through The Bass Museum of Art. Art Basel has also programmed the space with site -specific art installations. The Rotunda is in the process of being renovated under the management of the Office 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 completion date of December 2024. The scope of work includes a complete renovation of interior and Page 26 of 1445 exterior systems, incorporating Americans with Disabilities Act (ADA) accessibility requirements, and a new stand-alone building which will house resfrooms 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 No. 2024- 007-ND to receive and consider proposals for the management and operation 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 the facility as a first-class, high -quality, stateof-theart venue. ANALYSIS On December 15, 2023, the ITN was issued and bid notices were sent to firms registered in the a -procurement system as well as interested firms, including local arts and culture organizations identified by staff. Twenty-eight (28) prospective bidders accessed the advertised solicitation. A voluntary pre - proposal conference was held on January 9, 2024, to provide information to proposers submitting a response. One (1) addendum was issued. ITN responses were due and received on January 29, 2024. The City received two (2) proposals from Friends of the Bass Museum, Inc. and HZIP LLC. On February 2, 2024, the City Manager appointed the Evaluation Committee as shared via LTC # 038-2024. The Evaluation Committee convened on February 15, 2024 to consider the proposal received. The Committee was comprised of Ray Breslin, President, Collins Park Neighborhood Association; Cynthia Casanova, Assistant Director, Parks and Recreation Department; Lissette Garcia Arrogante, Director, Tourism and Culture Department; David Martinez, Director, Office of Capital Improvement Projects; and Elizabeth Miro, Interim Director, Facilities and Fleet Management Department. The Committee was provided an overview of the purpose of the solicitation, information relative to the City's Cone of Silence Ordinance, and the Government Sunshine Law. The Committee was also provided with general information on the scope of services and a copy of each proposal. The Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the ITN. The evaluation process resulted in the ranking of proposers as indicated below (see Attachment A). 1 st ranked — Friends of the Bass Museum, Inc 2nd ranked —HZIP LLC The Evaluation Committee unanimously deemed Friends of the Bass Museum, Inc. the best - qualified firth to manage and operate the Collins Park Rotunda. The Evaluation Committee noted that the Bass's curatorial experience and track record, its sound financial management and operational strengths, as well as its geographic proArnity, to the Collins Park Rotunda makes the Friends of the Bass an ideal candidate. As proposed by the Friends of the Bass Museum, the curatorial vision for the Rotunda would be one of solo artist projects, immersive installations, and art -and -technology art commissions. The Friends of the Bass would follow a rigorous curatorial research approach while ensuring, as with successful public art, that the programs are of character appropriate for visitors of all ages and backgrounds. The proposal includes thirty- Page 27 of 1445 six (36) annual activations, including 1,512 hours of programming annually consisting of exhibitions, performances, artists' projects, musical events, educational programs, talks, and other cultural events to be be overseen by The Bass' Director of Special Events & Public Programs. The Evaluation Committee also noted that Friends of the Bass Museum, Inc. is proposing free -of -cost programs to Miami Beach residents and visitors. In addition, the Rotunda would be open to -special -events and -rental -opportunities. The proposed hours of operation for the Rotunda would be 12 noon to 6 pm from Wednesdays to Sundays; and evening hours every third Thursday and during special events. A summary of the top -ranked firm follows: Friends of the Bass Museum. Inc. Friends of the Bass Museum, Inc. (The Friends of the Bass) is a local business located in Miami Beach, Florida that has been registered in the State of Florida as a not -for -profit corporation since 1980. Since 2008, the Friends of the Bass has led The Bass Museum's rapid institutional growth and refocused its mission and programs to reflect Miami Beach's emergence as an international art destination. The City has been satisfied with its management and operation efforts of the Bass. SUPPORTING SURVEY DATA According to the 2022 Miami Beach Community Satisfaction Survey, only 64.7% of respondents agree that museum exhibits and cultural organizations provide enough diverse art and cultural activity. Activation of the Rotunda could serve to increase art and cultural offerings. FINANCIAL INFORMATION The Collins Park Rotunda management agreement with the selected cultural entity will be compensated on an agreed -upon, fixed management fee. It is anticipated that the selected operator will be responsible for all operational and general maintenance costs, and the City will be responsible for major capital improvements only. However, financial considerations will be negotiated with the selected firm and presented to the Mayor and City Commission for approval. CONCLUSION Based on the foregoing, it is recommended that the Mayor and City Commission approve the Resolution authorizing the Administration to negotiate a management agreement with Friends of the Bass Museum, Inc., the top -ranked proposer, provided that the final agreement be subject to approval by the Mayor and City Commission. T In accordance with Resolution No. 202332857, adopted by the City Commission on December 13, 2023, the following information has been provided by the Administration: 1. Was the Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481, includes a principal engaged in lobbying? No. 2. If so, specify name of lobbyist(s) and principal(s): Not applicable. Applicable Area South Beach Page 28 of 1445 Is this a "Residents Right Does this item utilize G.O. to Know" Item pursuant to Bond Funds2 City Code Section 2.14? No No Strategic ConnaMion Prosperity - Market and promote Miami Beach as a world class arts, culture, and quality entertainment destination. Legislative Tracking Tourism and Culture/Procurement ATTACHMENTS: Description o Attachment o Resolution Page 29 of 1445 -� "g! �- -� —� r::. - � ,^; 3s i S .o w � ;8 p .�1 d 3 A; —1 o; a —, .�i i 0 0 m m a m a ATTACHMENT B ADDENDA AND ITN SOLICITATION MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 3t Floor Miami Beach, Florida 33139 w .miamibeachftgov ADDENDUM NO.1 INVITATION TO NEGOTIATE NO. 2024-007-ND FOR MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA January 22, 2024 This Addendum to the above -referenced ITN is issued in response to questions from prospective proposers, or other clarifications and revisions issued by the City. The ITN is amended in the following particulars only (deletions are shown by strikethrough and additions are underlined). I. RESPONSES TO QUESTIONS RECEIVED: Q1: On the City's website, the Rotunda is called a "performing arts space". Is this accurate? Is this the preferred intended use? Or is the City open to a multi -disciplinary and/or visual arts use? If so, will this website entry be revised? AT: The website entry will not be revised. However, the City is open to multi -disciplinary and/or visual arts use. Q2: The application calls for speck programming- how specific? For what period of time? One year? In light of the fact that we have about two weeks to submit, it is challenging to contact artists and performers and get specifics, dates, and budgets in place. A2: The City understands that the proposals will be at the conceptual level, therefore you may present programming examples i.e., episodic monthly lecture series, quarterly exhibitions, performances, and/or educational programming with an approximate budget. Q3: Regarding above programming date question: should we present programming for one year? As of what date? December 2024? A3: Yes, you can present programming for one calendar year. No need to be specific as to the exact start date. 04: Can you give us more information on the market analysis question? A4: The proposer must conduct their due diligence as it pertains to the target audience, stakeholders, and competing venues. Research and analyze the target market, including competitors, partners, patrons, and other stakeholders. Provide a marketing plan for the facility and the proposed uses). The proposer must submit information that describes its approach to a successful venue. The proposer should describe its marketing and promotional concepts to attract visitors and guests who will take advantage of Miami Beach's unique position. 1 1 ADDENDUM NO.1 INVITATION TO NEGOTIATE NO. 2024 007 ND FOR MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA MIAMI BEACH PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 316 Floor Miami Beach, Florida 33139 v .miamibeachfl.gov Any questions regarding this Addendum should be submitted in writing to the Procurement Department to the attention of the individual named below, with a copy to the City Clerk's Office at RafaelGranado@miamibeachfl.gov Contact: Telephone: Email: Natalia Delgado 305-673-7000ext. 26263 NataliaDel adWmiamibeachFl. ov Proposers are reminded to acknowledge receipt of this addendum as part of your ITN submission. Si ce ly, is da o ement Contracting Manager INVITATION TO NEGOTIATE NO.2024 007 ND FOR MANAGEMENT AND OPERATION OF THE COLLINS PARK ROTUNDA MIAMI BEACH Invitation to Negotiate (ITN) 2024-007-N D Management and Operation of the Collins Park Rotunda TABLE OF CONTENTS SOLICITATION SECTIONS: 0100 INSTRUCTIONS TO RESPONDENTS 0200 GENERAL CONDITIONS 0300 PROPOSAL SUBMITTAL INSTRUCTIONS & FORMAT 0400 PROPOSAL EVALUATION APPENDICES: APPENDIX A VENUE FLOOR PLAN MIAMI BEACH SECTION 0100 1. GENERAL. This Invitation to Negotiate (ITN) is issued by the City of Miami Beach, Florida (the "City"), as the means for interested parties (prospective proposers) to submit proposals for the City's consideration in evaluating qualifications to select a firm with whom it may negotiate an agreement for the purpose noted herein. The City utilizes Periscope S2G (formally known as BidSync) (www.i)edscoyeholdinQs.com or www.bidsync.com) for automatic notification of competitive solicitation opportunities and document fulfillment, including the issuance of any addendum to this ITN. Any prospective proposer who has received this ITN by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this ITN. Failure to receive an addendum may result in disqualification of proposal submitted. 2. BACKGROUND. The City of Miami Beach owns the Collins Park Rotunda (commonly known as the "Rotunda'. The Rotunda was commissioned in 1962 as an auditorium for the then -adjacent library. The library was located in what is now Collins Park at 21st Street and Collins Avenue. Although the library has since been relocated, the Rotunda remains in Collins Park. Figure 1 is a general illustration of the location of the Rotunda, Collins Park and the general area. Fiqure 1 - Collins Park Rotunda General Area. Jose 20m S 19th St. i 18th St. The Rotunda is not currently in use as it is in the process of being renovated. Renovations are scheduled to begin in January 2024, with an anticipated completion date of December 2024. The scope of work of the renovations includes the complete interior remodeling and exterior improvements of the 2,000-square-foot building, including building improvements, air conditioning system, life safety systems, interior finishes, window systems, doors, and a new accessible access ramp, among other features. A new stand-alone building will be added adjacent to the Rotunda, containing restrooms, a small utility closet, and mechanical equipment. The space has served various uses, including a venue for art -related special event activations. For example, in 2019, through the City's Artist in Residence program, the Rotunda served as a community meeting space to discuss issues related to the environment. In 2021, The Rotunda was temporarily used as an artist studio to produce a community - based public artwork that was commissioned through The Bass. As well, An Basel has programmed the space with site -specific installations. Once the space is renovated, it is envisioned the facility will be used for the programming, production, presentation, and exhibition of arts and cultural disciplines. 3. PURPOSE. In anticipation of the Rotunda renovations, this ITN is being issued to solicit proposals from public or private (not -for -profit or for -profit) entities to activate the Rotunda by developing and implementing arts and cultural MIAMIBEACH uses for the facility, which should focus on high -quality programs that meet the interests of residents, visitors, tourists, businesses, and the general public. The selected management company will also manage and operate the facility. Through this ITN and resulting agreement, the City has several overall operational goals for the selected management company, as summarized below. 1. Provide ongoing arts and cultural events, with a City goal of a minimum of twenty-five (25) events annually. 2. Work with non-profit organizations to coordinate programming at the facility. 3. Provide free community events. 4. Maintain and safeguard the City's capital investment in the facility by exercising the highest standards of maintenance and preservation and, as the need arises, make or recommend capital improvements. 5. Manage day-to-day operations of the facility. 6. Oversee and provide superior services to users, patrons, and visitors attending the facility, thereby maximizing customer satisfaction as exhibited by an industry -wide positive image. 7. Produce or attract new events and promote the facility to maximize usage during daytime and evening hours. 8. Actively solicit, promote, or co -promote the facility and any proposed program(s)/services. 9. Create a comprehensive strategic plan for the future of the facility. 10. Achieve all objectives, consistent with best industry practices and all applicable laws and ordinances. 11. Expand programming of events/functions in the public space in Collins Park and adjacent public property. This ability will not be granted as part of the Management Agreement but will require the issuance of a special event permit from the City. However, more comprehensive events that generate a more significant economic impact for the area are desired. 3.1 Interested Parties. Interested parties are invited to submit proposals in accordance with Section 0300. In accordance with the instructions of Section 0300, interested parties should provide detailed information demonstrating their experience in managing and operating a cultural facility. Specific scope proposals are not requested at this time. Responsive proposals will be evaluated in accordance with Section 0400. The City Manager may recommend negotiations with one or more firms per Section 0100, Sub -section 12, or may recommend rejecting all responsive proposals. Contract negotiations to determine terms, conditions, scope, insurance/bond requirements, and costs will commence with the selected proposers as authorized by the City Commission in accordance with Section 0100, Sub -sections 12 and 13. This ITN is under the cone of silence pursuant to Section 2-486 of the City Code. All communications and questions are to be directed to the procurement contracting officer identified in Sub -section 6 below. 4. SCOPE OF SERVICES REQUIRED. The foregoing represents the major areas of responsibility for the selected management company. Notwithstanding, the City reserves the right to, by mutual agreement, add or delete the scope of services provided by the selected management company. The successful proposer shall manage and operate the Collins Park Rotunda in accordance with policies approved by the City. The successful proposer shall be responsible for all day-to-day functions and operations of the Collins Park Rotunda and shall operate the Rotunda at all times in the public interest and in accordance with the highest professional and ethical standards, including but not limited to the following: Management • The successful proposer shall prepare and submit annual budgets for the Rotunda operation. The proposer shall also maintain a system of internal controls to ensure that the Rotunda is used effectively and efficiently. The successful proposer shall keep complete and accurate accounting records relating to its activities at the Rotunda in accordance with generally accepted accounting principles. • The successful proposer shall report and provide regular reports to the City Manager or designee(s). The City shall make periodic inspections of the Rotunda and equipment to determine that they are properly maintained. The successful proposer will be required to make any improvements in cleaning or maintenance methods as MIAMI BEACH required by the Management Contract. • It is the intention of the City that service and artistic programming is of the highest quality attainable. The successful proposer will maintain the standard of operations, quality of service, maintenance, and physical appearance of the Rotunda as a first-class cultural facility. All areas of the Rotunda are to be kept clean, orderly, attractive, and sanitary at all times and in strict accordance with the applicable laws, ordinances, rules, and regulations as well as the standards of the City. • The successful proposer shall consistently endeavor to improve the operation of the Rotunda to develop the most efficient and highest quality of service to the customers, minimize operating costs, and increase the quality of maintenance and security. • The successful proposer shall consistently endeavor to improve the operations of the Rotunda to be more sustainable and implement innovative and effective practices to improve the sustainability of the building. • The successful proposer shall implement strategies and initiatives that support the City's sustainability initiatives, including but not limited to Plastic Free MB, food waste diversion, energy efficiency, energy benchmarking, and energy and water conservation. • The successful proposer shall be responsible for negotiating all rental rates, fees, and charges for services provided at the Rotunda and executing and performing all contracts, use agreements, licenses, and other agreements. • The successful proposer shall establish an effective system of communication that encourages linkages and collaborative efforts between the Rotunda, the City of Miami Beach, the Greater Miami Convention and Visitors Bureau (GMCVB), and other segments of the arts, culture, and hospitality industry, including the Miami Beach Visitors and Convention Authority (MBVCA) and the Miami Beach hotel industry and other visitor industry segments. • The successful proposer will have oversight responsibility over any and all sub -contractors and concessionaires, as set forth in the Management Contract. The successful proposer will also negotiate future sub -contractor agreements to be approved by the City. • The successful proposer will undertake the Rotunda information technology functions and maintain systems in state-of-the-art conditions. • At the conclusion of the term of the negotiated agreement, the successful proposer shall be responsible for returning the Rotunda and City -owned Furniture, Fixtures, and Equipment (FF&E) to the City in the same condition in which they were provided, except for normal wear -and -tear. • The successful proposer shall abide by all applicable local, county, state, and federal laws pertaining to its operation and shall secure all licenses and permits necessary for the operation of the Rotunda. The successful proposer shall be responsible for and pay all federal, county, city, and state taxes arising as a result of the Management Contract, including those levied against the City. • The successful proposer shall negotiate and execute all agreements to use the Rotunda space for events. The City shall have the right to reject the character of services and require that undesirable practices be discontinued or remedied. Failure of the successful proposer to take appropriate action after notification from the City and a reasonable opportunity to cure may result in the cancellation of the Management Contract at the City's discretion. • The successful proposer shall thoroughly train and closely supervise all employees to be aware of and practice high standards of cleanliness, courtesy, and service. • The successful proposer shall thoroughly train and closely supervise all employees to follow best management practices for the proper separation and disposal of waste and recyclable materials. • Employees shall always maintain a professional appearance consistent with the requirements of the Management Contract. • The successful proposer shall not employ any person who does not conduct him or herself in a business -like and professional manner and shall promptly take appropriate disciplinary action against employees who do not meet this standard, up to and including termination. Any employee so terminated shall not be re-employed at the Rotunda without the City's written consent, as specified in the Management Contract. MIAMIBEACH Maintenance and Repair • The successful proposer shall be responsible for maintenance and operational costs. The successful proposer will maintain the facility's interior, exterior, and existing building systems in good condition, including the execution of non -capital repairs and maintenance. The successful proposer shall also be responsible for informing the City of degraded conditions and for preparing an annual Capital Improvement Program listing projects with a recommended capital budget for consideration by the City. The successful proposer is further responsible for taking all actions necessary to ensure compliance with and maintain the validity of all warranty documents for the Rotunda. • The successful proposer shall maintain a neat and orderly operation at all times and shall be responsible for or oversee vendor contracts. The successful proposer shall make available all areas of the Rotunda under its control for examination at any time by the City or an authorized representative thereof. • No signs or advertising identifying the successful proposer or its subcontractors shall be placed on the premises without the written consent of the City Manager or designee/authorized representative. • No alterations or additions shall be made to the Rotunda, or any part thereof, without first having obtained the written consent of the City Manager or designeelauthorized representative. Authorized alterations or additions shall become the property of the City at the expiration date/or termination of the Agreement. • The successful proposer shall not remove any fixtures, furniture, or equipment furnished to the Rotunda without the express written permission of the City. Marketing and Promotion of The Rotunda • The successful proposer will collaborate with the City to maximize the marketing and promotion of the Rotunda. Brand awareness, social media response metrics, and visitation levels will be the responsibility of the successful proposer • The successful proposer will establish and maintain a positive relationship with Miami Beach anchor(s) and presenting cultural organizations and work collaboratively to cross -promote and program cultural activities. • The successful proposer will maintain and promote the City's international brand -name status through the press, the travel industry, and marketing efforts. 4.1. City Retained Rights. At a minimum, the City intends to maintain the following rights with respect to any resulting agreement and the scope of work provided by the selected management company. • Work in mutual accord with the Rotunda management companylgeneral manager to ensure the highest quality of services and facilities. • Appoint a City Manager representativeldesignee to oversee general manager obligations, including the Rotunda Management Contract. • Receive and review independent audits of the Rotunda financial statements. • Receive and review customer survey research completed by the Rotunda management. • Review, approve, and budget capital projects for repair/replacement at the Rotunda, in conjunction with the Rotunda management team. • Monitor overall management company performance through an annual performance audit. • Review the Rotunda rental rates, policies, and other arrangements necessary for the operations of the Rotunda. • Review and monitor all revenue from the operation of the Rotunda by the successful proposer and monitor all operating expenses within a budget developed by the successful proposer and approved by the City. • Provide all initial buildings, facilities, and FF&E in good working order (to be inventoried at the time of contract signing). • Review and approve the Rotunda's purchase of all necessary on -site equipment and replacement items of major capital equipment in accordance with the recommended and approved capital improvement plan. • Make periodic inspections of the facilities and FF&E to determine that they are being maintained neat and orderly. The City reserves the right to modify its functional role with respect to administering the operations of the Rotunda at any time, subject to the terms of the contract. MIAMIBEACH 4.2. Sustainability/Resiliency Requirements. Three ordinances were adopted to support the City's waste reduction and recycling goals, promote environmental health, protect wildlife, and conserve resources. In conjunction with these ordinances, the city launched the #PlasticFreeMB campaign and a certification program for businesses to pledge to reduce and/or remove certain types of plastics from their establishments. Ordinance 2017-4068 Prohibits the sale and use of expanded polystyrene (also known as Styrofoam) within the City. It includes parks, beaches, city -owned facilities, sidewalk cafes, special event permits, city marinas, unencapsulated docks, buoys, platforms, piers, and boat ramps. Ordinance 2018-4205 extends the existing single -use plastic straw/stirrers ban from beaches to all city properties, including marinas, parks, piers, docks, boat ramps, and sidewalk cafes (as well as contractors and special events permittees). The ordinance does not allow for biodegradable or compostable plastics as substitutes Ordinance 2018-4208 prohibits the use/distribution of single -use carry -out plastic bags on the right of way and to sidewalk cafe patrons. The City of Miami Beach is committed to protecting its natural resources and mitigating its environmental impact. The City established a climate action goal to achieve net zero greenhouse gas emissions by 2050. The successful proposer should strive to minimize its greenhouse gas emissions by implementing energy and water efficiency and waste minimization strategies. 5. ANTICIPATED ITN TIMETABLE. The tentative schedule for this solicitation is as follows: ITN Issued December 15, 2023 Pre -Proposal Meeting January 9, 2024, at 3:00 pm ET Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 608 465 358 # Deadline for Receipt of Questions January 15, 2024, at 5:00 pm ET Responses Due January 29, 2024, at 3:00 pm ET Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 595 46182 # Evaluation Committee Review TBD Tentative Commission Approval TBD Contract Negotiations Following Commission Approval 6. PROCUREMENT CONTACT. Any questions or clarifications concerning this solicitation shall be submitted to the Procurement Contact noted below: Pwuremenl Contact Telephone: Email. The Proposal title/number shall be referenced on all correspondence. All questions or requests for clarification must be received no later than ten (10) calendar days prior to the date proposals are due as scheduled in Section 0100-5. MIAMIBEACH All responses to questions/clarifications will be sent to all prospective proposers in the form of an addendum 7. PRE -PROPOSAL MEETING OR SITE VISITS). A pre -proposal meeting or site visit(s) may be scheduled. Attendance for the pre -proposal meeting shall be via web conference and recommended as a source of information but is not mandatory. Proposers interested in participating in the Pre -Proposal Meeting must follow these steps: Join on your computer or mobile app Click here to join the meeting Or call in (audio only) +1 786-636-1480 United States, Miami Phone Conference ID: 608 465 358 # Proposers who are participating should send an e-mail to the contact person listed in this ITN expressing their intent to participate. 8. PRE -PROPOSAL INTERPRETATIONS. Oral information or responses to questions received by prospective proposers are not binding on the City and will be without legal effect, including any information received at pre -submittal meeting or site visit(s). The City by means of Addenda will issue interpretations or written addenda clarifications considered necessary by the City in response to questions. Only questions answered by written addenda will be binding and may supersede terms noted in this solicitation. Addendum will be released through Periscope S2G. Any prospective proposer who has received this ITN by any means other than through Periscope S2G must register immediately with Periscope S2G to assure it receives any addendum issued to this ITN. Failure to receive an addendum may result in disqualification of proposal. Written questions should be received no later than the date outlined in the Anticipated ITN Timetable section. 9. CONE OF SILENCE. This ITN is subject to, and all proposers are expected to be or become familiar with, the City's Cone of Silence Requirements, as codified in Section 2-486 of the City Code. proposers shall be solely responsible for ensuring that all applicable provisions of the City's Cone of Silence are complied with, and shall be subject to any and all sanctions, as prescribed therein, including rendering their response voidable, in the event of such non- compliance. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranadoCWmiamibeachfi.t�ov 10. ADDITIONAL INFORMATION OR CLARIFICATION. After proposal submittal, the City reserves the right to require additional information from proposers (or proposer team members or sub -consultants) to determine: qualifications (including, but not limited to, litigation history, regulatory action, or additional references); and financial capability (including, but not limited to, annual reviewed/audited financial statements with the auditors notes for each of their last two complete fiscal years). 11. PROPOSER'S RESPONSIBILITY. Before submitting a response, each proposer shall be solely responsible for making any and all investigations, evaluations, and examinations, as it deems necessary, to ascertain all conditions and requirements affecting the full performance of the contract. Ignorance of such conditions and requirements, and/or failure to make such evaluations, investigations, and examinations, will not relieve the proposer from any obligation to comply with every detail and with all provisions and requirements of the contract, and will not be accepted as a basis for any subsequent claim whatsoever for any monetary consideration on the part of the proposer. 12. DETERMINATION OF AWARD. The City Manager may appoint an evaluation committee to assist in the evaluation of proposals received. The evaluation committee is advisory only to the city manager. The city manager may consider the information provided by the evaluation committee process and/or may utilize other information deemed relevant. The City Manager's recommendation need not be consistent with the information provided by the evaluation committee process and takes into consideration Miami Beach City Code Section 2-369, including the following considerations: MIAM) BEACH (1) The ability, capacity and skill of the proposer to perform the contract. (2) Whether the proposer can perform the contract within the time specified, without delay or interference. (3) The character, integrity, reputation, judgment, experience and efficiency of the proposer. (4) The quality of performance of previous contracts. (5) The previous and existing compliance by the proposer with laws and ordinances relating to the contract. The City Manager may recommend to the City Commission the proposer(s) s/he deems to be in the best interest of the City or may recommend rejection of all proposals. The City Commission shall consider the City Manager's recommendation and may approve such recommendation. The City Commission may also, at its option, reject the City Manager's recommendation and select another Proposal or Proposals which it deems to be in the best interest of the City, or it may also reject all Proposals. 13. NEGOTIATIONS. Following selection, the City reserves the right to enter into further negotiations with the selected proposer. Notwithstanding the preceding, the City is in no way obligated to enter into a contract with the selected proposer in the event the parties are unable to negotiate a contract. It is also understood and acknowledged by proposers that no property, contract or legal rights of any kind shall be created at any time until and unless an Agreement has been agreed to; approved by the City; and executed by the parties. 14. E-VERIFY. As a contractor you are obligated to comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility." Therefore, you shall utilize the U.S. Department of Homeland Security's E-Verify, system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 15. PERISCOPE S2G (FORMERLY BIDSYNC). The Procurement Department utilizes Periscope S2G, Supplier -to - Government electronic bidding (e-Bid) platform. If you would like to be notified of available competitive solicitations released by the City you must register and complete your vendor qualifications through Periscope S2G, Supplier -to - Government www.bidsync.com/Miami-Beach. Registration is easy and will only take a few minutes. For detailed instructions on how to register, complete vendor qualifications and submit electronic bids visit httos://www. miamibeachfi.gov/city-hall/procuremendfor-a pproya I-how-to-become-a-vendorl. Should you have any questions regarding this system or registration, please visit the above link or contact Periscope S2G, Supplier -to -Government at su000rt@bidsync.com or 800.990,9339, option 1, option 1. 16. HOW TO MANAGE OR CREATE A VENDOR PROFILE ON VENDOR SELF SERVICE (VSS). In addition to registering with Periscope S2G, the City encourages vendors to register with our online Vendor Self- Service web page, allowing City vendors to easily update contacts, attachments (W-9), and commodity information. The Vendor Self -Service (VSS) webpage (hups:i/selfservice.miamibeachfi.gov/vss/Vendors/default.asi)x will also provide you with purchase orders and payment information. Should you have any questions and/or comments, do not hesitate to submit them to vendorsupport@miamibeachfi.gov 17. SUPPLIER DIVERSITY. In an effort to increase the number and diversity of supplier options in the procurement of goods and services, the City has established a registry of LGBT-owned businesses, as certified by the National LGBT Chamber of Commerce (NGLCC) and small and disadvantaged businesses, as certified by Miami -Dade County. See authorizing resolutions here. MIAMIBEACH If your company is certified as an LGBT-owned business by NGLCC, or as a small or disadvantaged business by Miami -Dade County, click on the link below to be added to the City's supplier registry (Vendor Self -Service) and bid system (Periscope S213, Supplier -to -Government). These are two different systems and it is important that you register for both. Click to see acceptable certification and to register: htlos:/Aaww.miamibeachfi.gov/city-hall/orocurement/how-to- become-a-vendor/. Balance of Page Intentionally Left Blank MIAMI BEACH SECTION 0200 GENERAL CONDITIONS FORMAL SOLICITATIONS TERMS & CONDITIONS - GOODS AND SERVICES. By virtue of submitting a proposal in response to this solicitation, proposer agrees to be bound by and in compliance with the Terms and Conditions for Services (dated 10.27.2022), incorporated herein, which may be found at the following link: httos://www. miamibeachfl.gov/city-ha Il/orocuremenUstandard-terms-and-condidonst Balance of Page Intentionally Left Blank nn,ignAAiBEACH SECTION 0300 PROPOSAL SUBMITTAL INSTRUCTIONS AND FORMAT 1. ELECTRONIC RESPONSES (ONLY). Proposals must be submitted electronically through Periscope S2G (formerly BidSync) on or before the date and time indicated. Hard copy proposals or proposals received through email or facsimile are not acceptable and will be rejected. A proposer may submit a modified proposal to replace all or any portion of a previously submitted proposal until the deadline for proposal submittals. The City will only consider the latest version of the bid. Electronic proposal submissions may require the uploading of attachments. All documents should be attached as separate files in accordance with the instructions included in Section 4, below. Attachments containing embedded documents or proprietary file extensions are prohibited. It is the Proposer's resoonsibility to assure that its bid, including all attachments, is uploaded successfully. Only proposal submittals received, and time stamped by Periscope S213 (formerly BidSync) prior to the proposal submittal deadline shall be accepted as timely submitted. Late bids cannot be submitted and will not be accepted. Proposers are cautioned to allow sufficient time for the submittal of bids and uploading of attachments. Any technical issues must be submitted to Periscope S2G (formerly BidSync) by contacting (800) 990-9339 (toll free) or S213fteriscooeholdings.com. The City cannot assist with technical issues regarding submittals and will in no way be responsible for delays caused by any technical or other issue. It is the sole responsibility of each Proposer to ensure its proposal is successfully submitted in BidSync prior to the deadline for proposal submittals. 2. NON -RESPONSIVENESS. Failure to submit the following requirements shall result in a determination of non - responsiveness. Non -responsive proposals will not be considered. 1. Bid Submittal Questionnaire (submitted electronically). 3.OMITTED OR ADDITIONAL INFORMATION. Failure to complete and submit the Bid Submittal Questionnaire (submitted electronically) with the bid and by the deadline for submittals shall render a proposal non- responsive. With the exception of the Bid Submittal Questionnaire (completed and submitted electronically), the City reserves the right to seek any omitted information/documentation or any additional information from proposer or other source(s), including but not limited to: any firm or principal information, applicable licensure, resumes of relevant individuals, client information, financial information, or any information the City deems necessary to evaluate the capacity of the proposer to perform in accordance with contract requirements. Failure to submit any omitted or additional information in accordance with the City's request shall result in proposal being deemed non -responsive. 4. ELECTRONIC PROPOSAL FORMAT. In order to maintain comparability, facilitate the review process and assist the Evaluation Committee in review of proposals, it is strongly recommended that proposals be organized and tabbed in accordance with the tabs, and sections as specified below. The electronic submittal should be tabbed as enumerated below and contain a table of contents with page references. The electronic proposal shall be submitted through the "Line Items" attachment tab in Periscope S2G. MIAMI BEACH Cover Letter and Table of Contents 1.1 Cover Letter and Table of Contents. The table of contents should indicate the tabs, sections with tabs, and page numbers to facilitate the evaluation committee's review. The cover letter must be signed by a principal or agent able to bind the firm. 2.1 Organizational Chart: An organizational chart depicting the relationship and reporting hierarchy for all firms, principals and personnel involved in the proposal. The organizational chart should include the scope of responsibility for the prime proposer, its personnel, and any sub -contractor and its personnel. 2.2 Similar Experience of Proposer: Provide a listing of projects within the last 5 years where the prime proposer and/or its principals have provided services similar to those described herein. Similar services are defined as the management of cultural facilities, smaller performance and exhibition spaces, and other public venues. The determination of similarity shall be solely at the City's discretion. For each similar project, provide the following: a. project name and scope of services provided; b. name of individuals that worked on the referenced project that have been included in Section 2.1 above. c. name of client; d. client project manager and contact information; and e. term of the engagement. 2.3 Similar Experience of Sub-consultants)/Sub-contractor(s): Summarize projects where the sub- consultant(s)/sub-conbactor(s) and/or its principals have provided services similar to the services defined herein. For each project provide the following: a. project name and scope of services provided; b. name of individuals that worked on the referenced project that have been included in Section 2.1 above; c. name of client; d. client project manager and contact information; and e. term of the engagement. 2.4 Evidence of Prior Working Experience: If sub-consultant(s)/sub-contractors) are included in the proposal, submit evidence that the proposed team has successfully collaborated on prior projects. For each project, submit the project description, agency name, agency contract, contact telephone & email, year(s), and term of and Submit a detailed business plan that identifies the major elements of the bidders approach and methodology proposed to accomplish the desired goals of this solicitation as stated herein. The business plan should be arranged in the following manners to facilitate review by the Evaluation Committee. 1. Executive Summary: Provide a concise overview of the business plan, summarizing the key points and goals. Highlight unique selling propositions, target market, and financial projections. 2. Concept: Explain the concept and purpose of the operations. Describe the planned events, the venue's intended uses, and the overall atmosphere the proposer aims to create. Describe the proposer's overall philosophy and approach to the facility's development, use, management, and operation. Describe any proposed initiatives specific to a proposed management approach for the facility, focusing primarily on how the proposer plans to accomplish the City's goals and objectives. This should include a description of the type of proposed uses and the content of any proposed programming (proposers should be aware that any MIAMIBEACH 3. Market Analysis: Provide details on the target market, including competitors, partners, patrons, and other stakeholders. Provide marketing approach for the facility and the proposed use(s), including, at a minimum, the proposer's approach to a successful venue. The marketing approach should describe its marketing and promotional concepts to attract visitors and guests who will take advantage of Miami Beach's unique position. 4. Marketing and Sales Strategy: Detail how the proposer will promote the venue and attract clients. This may involve advertising, social media, partnerships with event planners, and other promotional tactics. Outline pricing strategy and any special packages or services offered. 5. Venue Layout and Facilities: In general terms, describe the intended layouts of the venue, including event spaces, seating capacities, amenities, and any technical equipment that will be utilized for events (sound systems, projectors, lighting, etc.). Note: Outdoor projection of sound will not be allowed without prior approval of the City. 6. Operational Plan: Explain the day-to-day operations of the venue. This includes staffing requirements, roles and responsibilities, and operating hours. 7. Financial Projections: Provide general detailed financial projections for the first three years of operation. Include projected revenue, expenses, and profitability. This section should also cover startup costs, funding sources, and a break-even analysis. The proposer should also provide a plan that will maximize revenue to the City and how it intends to generate new local business. 8. Risk Assessment and Mitigation: Identify potential risks impacting operational success, such as changing market trends, economic downturns, or regulatory challenges. Discuss plans to mitigate these risks. 9. Sustainability and Compliance: Include information about the operation's environmental sustainability efforts and any regulatory or legal compliance requirements that will be met. 10. Timeline. Provide a detailed timeline for the commencement of operations from the date the facility is turned over to the selected operator following renovations. Responses shall be in sufficient detail and include supporting documentation, as applicable, which will allow the Evaluation Committee to complete a full review. Balance of Page Intentionally Left Blank SECTION 0400 PROPOSAL EVALUATION 1. EVALUATION COMMITTEE. An Evaluation Committee, appointed by the City Manager, may meet to evaluate each Proposal in accordance with the qualitative criteria set forth below. In doing so, the Evaluation Committee may review and score all proposals received, with or without requiring presentations. It is important to note that the Evaluation Committee is advisory only and does not make an award recommendation to the City Manager or the City Commission. The City Manager will utilize the results to take one of the following actions: a. In the event that only one responsive proposal is received, the City Manager, after a determination that the sole responsive proposal materially meets the requirements of the ITN, may, without an evaluation committee, recommend to the City Commission that the Administration enter into negotiations; or b. The City Manager may recommend that the City Commission authorize negotiations or award a contract to one or more firms in accordance with Section 0100, Sub -section 12; or c. The City Manager may recommend that the City Commission short-list one or more firms for further consideration by the Evaluation Committee; or d. The City Manager may recommend to the City Commission that all firms, if more than one (1) responsive submittal is received, be rejected. 2. PRESENTATIONS BY SHORT-LISTED FIRMS. If a short -listing of firms responding to this ITN is approved, the short-listed firms may be required to make presentations to and be interviewed by the Evaluation Committee. In further considering the short-listed firms, the Evaluation Committee will utilize the criteria set forth in Sub -section 4 below. 3. TECHNICAL ADVISORS. The City, at its discretion, may utilize technical or other advisers to assist the evaluation committee or the City Manager in evaluating proposals. 4. EVALUATION CRITERIA. Responsive, responsible proposals will be evaluated in accordance with the following criteria: Experience and Qualifications 60 5. QUALITATIVE CRITERIA. The Evaluation Committee shall review responsive, responsible proposals and assign points for the qualitative factors only. The Evaluation Committee shall not consider quantitative factors (e.g. veteran's preference) in its review of proposals. The Evaluation Committee shall act solely in an advisory capacity to the City Manager. The results of the Evaluation Committee process do not constitute an award recommendation. The City Manager may utilize, but is not bound by, the results of the Evaluation Committee process, as well as consider any feedback or information provided by staff, consultants or any other third -party in developing an award recommendation in accordance with Section 0100, Sub -section 12. In its review of proposals received, the Evaluation Committee may review and score all proposals, with or without conducting interview sessions, in accordance with the evaluation criteria. 6. QUANTITATIVE CRITERIA. Procurement Department staff will assign points for the quantitative criteria. Veterans' Preference points will be assigned in accordance with Section 2-374 of the City Code 7. DETERMINATION OF FINAL RANKING. The sum of the evaluation criteria points will be converted to rankings in accordance with the example below: Qualitative Points 82W7966 • committee Quantitative Points 5 Member I Total 87 Rank 1 Qualitative Points 82 Committee Quantitative Points 5 Member2 Total 87 Rank 1 Qualitative Points 90 Committee Quantitative Points 5 Member2 Total 95Rank 1 It is important to note that the results of the proposal evaluation process in accordance with Section 0400 does not represent an award recommendation. The City Manager will utilize the results of the proposal evaluation process, and any other information she deems appropriate, to develop an award recommendation to the City Commission, which may differ from the results of the proposal evaluation process and final rankings. Balance of Page Intentionally Left Blank APPENDIX A MIAMIBEACH VENUE FLOOR PLAN ITN 2024-004-ND Management and Operation fo the Collins Park Rotunda PROCUREMENT DEPARTMENT 1755 Meridian Avenue, 31d Floor Miami Beach, Florida 33139 o a s�Y d w a= cn O D Q O�,o nr� z s n ry z O w 3AV SNIIIOD J � w zLLJ W C� > S % Q Cf) N C O m Q N zo t LLJ n QO � .4a _ 7- 0 J J w 0c� 'o a Q Z Q a OLij 'o W d U �� N n Q Y p 0o m Q < �... `? BAR z Band U d o�0o J w of J CO O O Z CD O O U N w w O a 2� N o N w Eu s C Z H O d W C 7 WW W ONW o d 2 N LL W Q zwo oyC, 0 3w < ? 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Fjgag Information Document Number 750600 FEIIEIN Number 59-2017511 Date Filed 01/14/1980 State FL Status ACTIVE Principal Address 2100 COLLINS AVENUE MIAMI BEACH, FL 33139 Changed: 03/22/2011 Mail In Address 2100 COLLINS AVENUE MIAMI BEACH, FL 33139 Changed: 03/22/2011 Registeredgent Name & Address CUBINA, SILVIA KED 2100 COLLINS AVENUE MIAMI BEACH, FL 33139 Name Changed: 10/011/2008 Address Changed: 03/22/2011 Officer/Director Detail Name 8 Address Title President LIEBERMAN, DIANE 846 Lincoln Road, 4th Floor Miami Beach, FL 33139 Title Chairman LINDEMANN, GEORGE L 4500 BISCAYNE BLVD SUITE 200 MIAMI, FL 33137 Title Executive Director Cubing, Silvia K 2100 COLLINS AVENUE MIAMI BEACH, FL 33139 Title Treasurer BULLRICH, CLARA 1111 BRICKELLAVENUE 2902 MIAMI, FL 33131 Title Secretary PARESKY GOULD, LAURA M 410 South Hibiscus Drive MIAMI BEACH, FL 33139 I111S7myff1 Ii. Report Year Filed Date 2022 01/12/2022 2023 01/20/2023 2024 01/27/2024 rZ•:d0,7 , firTPCP. 01/27/2024—ANNUAL REPORT View Image in PDF format M0I2023—ANNUAL REPORT View Image in PDF krmwt OIIIVN22—ANNUAL REPORT Vi.,.ge in PDF format CA2M21—ANNUAL REPORT View Image In PDF format 02/20/2020--ANNUAL REPORT View image in PDF fomat 01/0siW19--ANNUAL REPORT View Image In PDF format 01/12/2016--ANNUAL REPORT View image in PDF foment 0111 WW1 7--ANNUAL REPORT VIEW Image In PDF format 02/122016--ANNUAL REPORT View image In PDF format 01/162015 — ANNUAL REPORT Vim image in PDF format 01/1L2014—ANNUAL REPORT View image in PDF tirmat 01/23/2013—ANNUAL REPORT View Image in PDF rmmat 02I07W2—ANNUAL REPORT View Image in PDF rommat naaza011-ANNUALREPORT View Imp In PDF Mnmat 01/11M10--ANNUAL REPORT View image in PDF foment J 01 r30/2M09—ANNUAL REPORT Viawimage in PDF format 1010512008—ANNUAL REPORT View image in PDF format T View image in PDF foment 04W1007 ANNUAL REPORT View image in PDF formal 07103I200fi--ANNUAL REPORT View Image In PDF format O6m9mnns.. ANNUAL REPORT View Image In PDF format 0913R004—ANNUAL REPORT View image in PDF format 0Uffi/2003—ANNUAL REPORT View Image In PDF foment 02fl 612002—ANNUAL REPORT View image in POP format 03102I2001—ANNUAL REPORT L4ew Image In PDF format M512000—ANNUAL REPORT Vmwlmage In POP foi 0310111999—ANNUAL REPORT V image in POP format 931ID/1998—ANNUAL REPORT W Image in PDF tonne! 041091199v—ANNUAL REPORT V. imagein POE format OV3111996—ANNUAL REPORT Vmw irrmge In PDF firma! 01121 -- ANNUALREPORT View image in POP finned 9maa oeoartm�nr ar sus, o ns on oruna�nians BID SUBMITTAL QUESTIONNAIRE SECTION 1 - BID CERTIFICATION FORM This document is a REQUIRED FORM that must be submitted fully completed and submitted. solicitation No: solicitation Me: BID NUMBER PROJECT TITLE BIDDERS NAME FMnW W TM BW YYNum, lnG NO. OF YEARS IN BUSINESS: BO NO. OF YEARS IN BUSINESS LOCALLY I NO. OF EMPLOYEES: 55 OTHER NAME(S) BIDDER HAS OPERATED ONOER IN THE -AAT 10 YEARS: Tail MSS BIDDER PRIMARYADDRESS(HEA➢QUARTERS): 910 Collins ANnuO CITY: Miami BOLM STATE: FL ZIP CCOE: A1N TELEPHONE NO.: 505. QSA550 TOLL FREE NO.: WA FA%N0.: T55MIRG BIDDER LOCALADDRESS: 2100 COIIIOFAWIIW CITY Mlaml �cb STATE: FL ZIP CODE: U159 PRIMARYACCCR NT REPRESENTATIVE FCRTHIS ENGAGEMENT Silvia Roman OUYm ACCOUNT REP TELEPHONE NO.: 30.5. BTS. T550 ACCOUNT REPTOLL FREE NO: WA ACCOUNT REP EMAIL: acubinaedommo.on, FEDERALTA% IDENTIFICATION NO. MI By virtue of submitting a bid, bidder agrees: a) to complete and unconditional acceptance of the terms and conditions of this document and the solicitation, including all addendums specifications, attachments, exhibits, appendices and any other document referenced in the solicitation c) that the bidder has not divulged, discussed, or compared the proposal with other bidders and has not colluded with any other bidder or party to any other bid; d) that bidder acknowledges that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public Records Laws; e) if bid is accepted, to execute an appropriate City of Miami Beach document for the purpose of establishing a formal contractual relationship between the bidder and the City of Miami Beach, Florida, for the performance of all requirements to which the bid pertains; and f) that all responses, data and information contained in the bid submittal are true and accurate. The individual named below affirms that s/he: is a principal of the applicant duly authorized to execute this quesfionnaire, and that the contents of said document(s) are complete, true, and correct to the best of his/her knowledge and belief. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Silvia Kaman Cubina, Executive Director & Silvia Karmen Cubina Chief Curator SECTION 2 -ACKNOWLEDGEMENT OF ADDENDUM After issuance of solicitation, the City may release one or more addendum to the solicitation, which may provide additional information to bidders or alter solicitation requirements. The City will strive to reach every bidder having received solicitation through the City's e-procurement system. However, bidders are solely responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of Addendum section certifies that the bidder has received all addendum released by the City pursuant to this solicitation. Failure to obtain and acknowledge receipt of all addenda may result in proposal disqualification. Enter Initial to Confirm Receipt I Enter Initial to Confirm Reoei t Enter Initial to Confirm Receipt SKC Addendum 1 SKC I Addendum 6 SKC Addendum 11 SKC Addendum 2 SKC Addendum 7 SKC Addendum 12 SKC Addendum 3 SKC I Addendum 8 SKC Addendum 13 SKC Addendum 4 SKC I Addendum 9 SKC Addendum 14 SKC I Addendum 5 SKC I Addendum 10 SKC Addendum 15 If additional confirmation of addendum is required, submit under separate cover. SECTION 3 - CONFLICT OF INTEREST All bidders must disclose the name(s) of any officer, director, agent, or immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all bidders must disclose the name of any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the bidder entity or anv of its affiliates. FIRST AND LAST NAME RELATIONSHIP 1 NIA NIA 2 3 4 5 6 SECTION 4 - FINANCIAL CAPACITY of rea rsLBidder shall arrange for Dun & Bradstreet to submit a Supplier Qualification Report (SQR) directly to the City. No proposal will be considered without receipt (when requested), by the City, of the SQR directly from Dun & Bradstreet. The cost of the preparation of the SQR shall be the responsibility of the bidder. The bidder shall request the SQR report from D&B at: Jtttns://sug to ieroortal.dnb.com/webapplwcs/stores/servlet[SupplierPortal? storeld=11696 Bidders are responsible for the accuracy of the information contained in its SQR. It is highly recommended that each bidder review the information contained in its SQR for accuracy prior to submittal to the City and as early as possible in the solicitation process. For assistance with any portion of the SQR submittal process, contact Dun & Bradstreet at 800-424-2495. SECTION 5 - REFERENCES AND PAST PERFORMANCE Project No. BID NUMBER Project Title PROJECT TITLE Bidder shall submit at least three (3) references for whom the bidder has completed work similar in size and nature as the work referenced in solicitation. Bidder may submit additional references as part of its bids submittal. Reference No.1 Firm Name: Coastal Construction Contact Individual Name and Title: Thomas C. Murphy, Co -President Address: 5959 Waterford District Drive Ste 200 Miami, FL 33126 Telephone: 305.559.4900 Contact's Email: tcmurphy@coastalconstruction.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Coastal Construction guided the museum's 2017 building expansion from 2015-2017. The project budget was $10.5M. Reference No.2 Firm Name: Sadie Coles Gallery Contact Individual Name and Title: c/o Ugo Rondinone, Artist Address: 1 Davies St, London W1 K 3136, United Kingdom Telephone: +44 20 7493 8611 Contact's Email: info@sadiecoles.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Acquisition, installation and maintenance of Ugo Rondinone's Miami Mountain, on long term view since 2016 with a project budget of $1.5M. Reference No.3 Firm Name: Fredric Snitzer Gallery Contact Individual Name and Title: c/o Human Bas, Artist Address: 1540 NE Miami Court Miami, FL 33132 Telephone: 3054488976 Contact's Email: office@snitzer.com Narrative on Scope of Services Provided, Project Budget, and Project Dates: Execution of Hernan Bas' exhibition entitled The Conceptualists, on view at the museum from December 4, 2023 - May 5, 2024. The project budget is $218,000. SECTION 6 — SUSPENSION, DEBARMENT, OR CONTRACT CANCELLATION Has bidder ever been debarred, suspended or other legal violation, or had a contract cancelled due to non-performance by any public sector agency? 0 YES 0 NO If answer to above is "YES," bidder shall submit a statement detailing the reasons that led to action(s): SECTION 7 - SMALL AND DISADVANTAGED BUSINESS CERTIFICATION Pursuant to Resolution 2020-31519, the City is tracking the Small and Disadvantaged Businesses, as certified by Miami -Dade County that have been certified as Small or Disadvantaged Business by Miami -Dade County. Does bidder possess Small or Disadvantaged Business certification by Miami -Dade County? YES F-12—] NO SECTION 8 - LGBT BUSINESS ENTERPRISE CERTIFICATION Pursuant to Resolution 2020-31342, the City is tracking the utilization of LGBT owned firms that have been certified as an LGBT Business Enterprise by the National Gay and Lesbian Chamber of Commerce (NGLCC). Does bidder possess LGBT Business Enterprise Certification b the NGLCC? p YES 1 12 NO SECTION 9 - BYRD ANTI -LOBBYING AMEND^fiCkIT r ERTIFICATION FORM APPENDIX A, 44 C.F.R. PART 18 — CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned Contractor certifies, to the best of his or her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying; in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrents, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The undersigned Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 at seq., apply to this certification and disclosure, if any. By virtue of submitting bid, bidder certifies or affinns its compliance with the Byrd Anti -Lobbying Amendment Certification. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Silvia Karmen Cubina, Executive Director & Silvia Karmen Cubina Chief Curator SECTION 10 - SUSPENSION AND DEBARMENT CERTIFICATION The Contractor acknowledges that: (1) This Contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). (2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3) This certification is a material representation of fact relied upon by the City. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions." By virtue of submitting bid, bidder certifies or affirms its compliance with the Suspension and Debarment Certification. Name and Title of Bidder's Authorized Signature of Bidder's Authorized Representative: Representative: Silvia Karman Cubina, Executive Director & Silvia Kaman Cubina Chief Curator SECTION 11 — CONE OF SILENCE Pursuant to Section 2-486 of the City Code, all procurement solicitations once advertised and until an award recommendation has been forwarded to the City Commission by the City Manager are under the "Cone of Silence." The Cone of Silence ordinance is available at hitpg:lLlibr_ary.municode.com/fl/m'ami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV4PR S2-486COSI Any communication or inquiry in reference to this solicitation with any City employee or City official is strictly prohibited with the of exception communications with the Procurement Director, or his/her administrative staff responsible for administering the procurement process for this solicitation providing said communication is limited to matters of process or procedure regarding the solicitation. Communications regarding this solicitation are to be submitted in writing to the Procurement Contact named herein with a copy to the City Clerk at rafaelgranado miamibeachfl.ggvv . By virtue of submitting bid, bidder certifies that it is in compliance with the Cone of Silence Ordinance, pursuant to Section 2.486 of the City Code. SECTION 12 — CODE OF BUSINESS ETHICS Pursuant to City Resolution No.2000-23789, the Bidder shall adopt a Code of Business Ethics prior to executing a contract with the City. The Code of Business Ethics shall be submitted to the Procurement Department with its response or within three (3) days of request by the City. The Code shall, at a minimum, require the Bidder, to comply with all applicable governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City Code. In lieu of submitting Code of Business Ethics, bidder may indicate that it will adopt, as required in the ordinance, the City of Miami Beach Code of Ethics, available at hgp7/ANww.miamibeachfl.govLcity- Bidder will submit firm's Code of Business Ethics within three (3) days of request by the City? p� YES p= NO Bidder adopts the City of Miami Beach Code of Business Ethics? p� YES p= NO SECTION 13 — LOBBYIST REGISTRATION & CAMPAIGN CONTRIBUTION REQUIREMENTS This solicitation is subject to, and all bidders are expected to be or become familiar with, all City lobbyist laws, including lobbyist registration requirements and prohibition on campaign contributions, including: • Lobbyist Registration Requirements sections 2-397 through 2-485.3 of City Code (httlibr_aMmunioode.com/fl/miami beach/codes/code of ordinances9 nodeld=SPAGEOR_CH2AD ARTVIISTCO_DIV3LO) • Campaign Contribution Requirements sections 2-487 and 2-488 of City Code (jljpaldkrerymunicodecom/fl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIISTCO DIV5CAFIRE) By virtue of submitting bid, bidder certifies or affirms that they have read and understand the above Lobbyist Registration & Campaign Contribution Requirements. SECTION 14 — NON-DISCRIMINATION The Non -Discrimination ordinance is available at: hts i r .municode.00mttl/miami beach/codes/code of ordinances? nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2-375NSCCOREWA By virtue of submitting bid, bidder agrees it is and shall remain in full compliance with Section 2-375 of the City of Miami Beach City Code. SECTION 15 — FAIR CHANCE REQUIREMENT The Fair Chance Ordinance No. 2016-4012 is available at: By virtue of submitting bid, bidder certifies that it has adopted policies, practices and standards consistent with the City's Fair Chance Ordinance. Bidder agrees to provide the City with supporting documentation evidencing its compliance upon request. Bidder further agrees that any breach of the representations made herein shall constitute a material breach of contract, and shall entitle the City to the immediate termination for cause of the agreement, in addition to any damages that may be available at law and in equity. SECTION 16 — PUBLIC ENTITY CRIMES Please refer to Section 287.133(2)(a), Florida Statutes, available at: hftps:/twww.flsenate.goy/Laws/Statutes/2012/287 133 By virtue of submitting bid, bidder agrees with the requirements of Section 287.133, Florida Statutes, and certifies it has not been placed on convicted vendor list. SECTION 17 —VETERAN BUSINESS ENTERPRISES PREFERENCE Pursuant to City of Miami Beach Ordinance No. 2011- 3748, hflp,5:L/lib[gMmunicode.com/fl/miam' beach/codes/code of ordinances'? nodeld=SPAGEOR CH2AD ARTVIPR DIV3COPR S2- 374PRPRPRVECOGOCOSE the City shall give a preference to a responsive and responsible bidder which is a small business concern owned and controlled by a veteran(s) or which is a service -disabled veteran business enterprise, and which is within five percent (5%) of the lowest and best bidder, by providing such bidder an opportunity of providing said goods or contractual services for the lowest responsive bid amount. Whenever, as a result of the foregoing preference, the adjusted prices of two (2) or more bidders which are a small business concern owned and controlled by a veteran(s) or a service -disabled veteran business enterprise constitute the lowest bid pursuant to an ITB, RFP, RFQ, ITN or oral or written request for quotation, and such bids are responsive, responsible and otherwise equal with respect to quality and service, then the award shall be made to the service -disabled veteran business enterprise. Is the bidder a service -disabled veteran business enterprise certified by the State of Florida? p= YES p� NO Is the bidder a service -disabled veteran business enterprise certified by the United States Federal Government? p= YES FI NO SECTION 18 - EQUAL BENEFITS FOR EMPLOYEES WITH SPOUSES AND EMPLOYEES WITH DOMESTIC PARTNERS When awarding competitively solicited contracts valued at over $100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business with the City of Miami Beach, who are awarded a contract pursuant to competitive bids, to provide "Equal Benefits' to their employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a Contractor who work within the City limits of the City of Miami Beach, Florida; and the Contractor's employees located in the United States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami Beach. Does bidder provide or offer access to any benefits to employees with spouses or to spouses of employees? p0 YES p0 NO Does bidder provide or offer access to any benefits to employees with (same or opposite sex) domestic partners or to domestic partners of employees? p� YES p= NO Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement leave; other benefits are provided directly to the spouse or domestic partner, such as medical insurance. BENEFIT Bidder Provides for Employees with Spouses Bidder Provides for Employees with Domestic Partners Bidder does not Provide Benefit Health Sick Leave Family Medical Leave Bereavement Leave If Bidders cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application with all necessary documentation. Your Reasonable Measures Application will be reviewed for consideration by the City Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal Benefits requirement is available at hUoJ/www.miamibeachf1 g v i -h@IILprocuremenUprocurement-related-ordinance-and- procedures/ SECTION 19 — MORATORIUM ON TRAVEL TO AND THE PURCHASE OF GOODS OR SERVICES FROM MISSISSIPPI Pursuant to Resolution 2016-29375, the City of Miami Beach, Florida prohibits the purchase of goods or services sourced in Mississippi. Are any of the products for which the applicant is seeking to be prequalified sourced in Mississippi? Q= YES Q� NO If yes, explain. Bid #2024-007-ND - Management and Operation of the Collins Park Rotunda Cover Letter January 11, 2024 Dear Members of The Rotunda Selection Committee: THE BASS The Bass, Miami Beach's contemporary art museum, proposes annexing the Collins Park Rotunda to the museum and providing exciting, multidisciplinary cultural programming in the space, year- round. The Rotunda will host immersive artist's projects, performances, and special events —free -of - cost to Miami Beach's residents and visitors for a total of more than 1,512 hours annually. Aligning with The Bass' mission to "create connections between international contemporary art and its diverse audiences" and "share the power of contemporary art with experiences that excite, challenge and educate", the museum's curatorial, education and special events staff will present exhibition and public programming. The ethos of The Rotunda, however, will be one of generosity. Via partnerships and collaborations, the museum will create a space for other arts organizations across Miami -Dade and internationally, to perform, present and create. It is with this spirit that The Bass will further integrate the arts into the everyday life of those who live, work, and play in Miami Beach, meeting them where they are with inspiring, artful moments, whether they are strolling through Collins Park by chance or visiting the museum. The Bass' Pritzker Prize-winning architect Arata Isozaki's original 1990s vision was to create a cultural arts campus throughout Collins Park, anchored by the museum. The Bass has taken initial steps to achieve this vision by investing in public art in Collins Park such as with Ugo Rondinone's Miami Mountain; Sylvia Fleury's Eternity Now; Lawrence Weiner's SHELLS USED TO BUILD ROADS POURED UPON SHELLS USED TO PAY THE WAY, AT THE LEVEL OF THE SEA; and Too Much I Once Lamented, a sound piece by Susan Philipsz, among others, currently permanently installed in Collins Park. Plans are in place to install Etel Adnan's Painting Into Space a monumental, vibrant mural as part of the new addition. Furthermore, The Bass is drawing inspiration from this "Isozaki campus" concept as part of the upcoming GO Bond project, in what will mark the museum's third major expansion in two decades. The Bass is a major stakeholder of the neighborhood, and, with the Collins Park Neighborhood Association, spearheaded efforts to hire Perkins&Will Architects to enhance urban planning and wayfinding design for the neighborhood. To this end, The Rotunda will serve as a natural anchor on Collins Avenue and a gateway into the Collins Park neighborhood. By accessing Collins Avenue walkers -by, The Rotunda will increase the museum's engagement with visitors in Miami Beach and also allow for the dissemination of information on the rest of Collins Park cultural stakeholders as well as The Bass programs. In 2017, The Bass submitted a proposal to the City of Miami Beach Commission for the Management and Operation of the Collins Park Rotunda. Since then, The Bass' Board of Trustees have been in full enthusiastic support of The Rotunda project and are committed to providing the governance, financial oversight and fundraising efforts for this new endeavor. Our proposal reiterates and doubles down on The Rotunda project, as well as the museum's long term and steadfast commitment to Miami Beach and specifically the Collins Park Neighborhood. Sincerely, i Silvia Karman Cubing Executive Director & Chief Curator The Bass THE BASS MUSEUM OF ART 2100 Collins Avenue Miami Beach, FL 33139 Page 1 ..Ahebass., Bid •2024-007-ND - Management and Operation of the Collins Park Rotunda Table of Contents THE BAV Tab 1: Cover Letter and Table of Contents.......................................................................................1 Tab 2: Experience S. 0ualifications..................................................................................................3 1. Organizational Chart ........................................................................................................3 2. Similar Experience of Proposer....................................................................................... 4 3. Similar Experience of Sub-consuRant(s)/Sub-contractor(s)...........................................7 4. Evidence of Prior Working Experience.............................................................................7 Tab 3: Approach and Methodology..................................................................................................a 1. Executive Summary .........................................................................................................8 2. Concept and Purpose......................................................................................................8 3. Market Analysis...............................................................................................................9 4. Marketing and Sales Strategy.........................................................................................9 5. Venue Layout and Facilities............................................................................................ 10 B. Operational Plan.............................................................................................................. 10 7. Financial Projections....................................................................................................... 11 8. Risk Assessment and Mitigation..................................................................................... 12 9. Sustainability and Compliance........................................................................................ 12 10. Timeline......................................................................................................................... 13 THE BASS MUSEUM OF ART 21M Collins Avenue Miami Beach, FL 33139 Page 2 www.thebass org Bid tr2024-007-ND - Management and Operation of the Collins Park Rotunda Oroanizational Chart �EIEF THE 7 A 0 T Experience and Qualifications ORGANIZATIONAL CHART FY 2023-2024 T H E BASS a..wa em. n...,im� yan e.+...r ajetliYi. �•� own`... �v SILVIA KARMAN CLIBINA, Executive Director & Chief Curator Since 2008, CUbifiB, with the Board of Trustees, has led The Bass' rapid institutional growth and refocused its mission and programs to reflect Miami Beach's emergence as an international art destination. As Executive Director & Chief Curator, Cubifia oversees all aspects, plans and goals of the museum, with particular affinities for fundraising, grant writing, fiscal oversight, community outreach, relationship building and, of course, the museum's overall curatorial vision. SABRINA ANICO, Director of Communications Anico directs and oversees the implementation of strategic communications for the museum, tasked with developing campaigns that support the fundraising, education, exhibitions and event goals for the institution. She enjoys more than 20 years of arts and cultural marketing, communication and sales experience, specializing in brand strategy, event marketing and audience development for multi -million -dollar expansion projects, including Miami Beach anchor organizations The New World Center, Miami Beach Convention Center and Faena Forum. GRACE CASTRO, Director of Special Events & Public Programs Castro oversees the sales, planning, and production of venue rental events and internal events, public programs and fundraising events. Her holistic 25+year nonprofit experience includes management roles in events, communications, fundraising, sponsorship, and quality assurance for organizations such as Children's Home Society, Alonzo Mourning Charities, Miami -Dade Beacon Council and annual events like the South Beach Wine & Food Festival and the Miami International Film Festival. KYLEE CROOK, Director of Education During her 11-year tenure, Crook has established, managed, and expanded educational programming at The Bass, having started as an intern in 2011. Crook was named one of the Miami Foundation's THE BASS MUSEUM OF ART 21M Collins Avenue Miami Beach, Fl. 33139 Page 3 .. hebass.org Bid 1r2024-007-ND - Management and Operation of the Collins Park Rotunda THE � A 2013-2014 Miami Leaders, serves on numerous grant panels and has administered several major programs as part of Creativity in the Community, including a three-year Kellogg Foundation grant program which under Crook's leadership expanded the museum's outreach programming by 178%, and the STEAM Plus in -school outreach program and most recently, a reinvigorated art and literacy community program. IVA KOSOVIC DUVIN, Director of Development Prior to The Bass, Duvin served as VP Advancement and Community Engagement at Frost Science, where she provided strategic leadership in community engagement and philanthropic support. Duvin spent ten years with New World Symphony's Advancement Department and oversaw the Executive Committee of Friends of NWS. In addition, Duvin served as an integral part of the team that managed the opening of the New World Center, NWS's Frank Gehry-designed home, unveiled in 2011. Duvin has served on several committees including Miami City Ballet, Coconut Grove Cares and No More Tears. She is a member of the Arts Leadership Council for University Hospitals of Cleveland and sits on the Board of the Miami Girls Foundation. She regularly serves as a grant panelist for the Florida Department of State, Division of Cultural Affairs. ISABELLA OLIVA, Operations Manager After graduating from Bryn Mawr College, Oliva completed an internship with The Bass' Registrar of Collections & Exhibitions and was hired as a Guest Services Associate. She was later promoted to Senior Guest Service Associate where she worked closely with the then Operations Manager and took on this role once he departed from The Bass. Manages overall operations and is responsible for the effective and successful management of labor, productivity and safety measures as established and set forth by the Directors and Board. Is the museum representative for all regulatory issues, complying with in-house policies and applicable city and state laws. Manages a team of Guest Services Associates and ensures positive guest experience. JEAN ORTEGA, Deputy Director During his 15-year tenure, Ortega has helped steer the museum through the 2008 financial crisis, two construction projects including the renovation and reopening, Association of Art Museums 10- year reaccreditation, and the COVID-19 pandemic. He is responsible for generating and maintaining the annual budget and all aspects related to finance, insurance and Human Resources. Ortega was instrumental in the creation and implementation of the museum's Strategic and Diversity, Equity, Accessibility & Inclusion (DEAI) Plans. DR. JAMES VOORHIES, Curator Voorhies joined The Bass in 2023. He is responsible for curating exhibitions, overseeing design and production of publications, organizing artist commissions and managing the permanent collection. Previously, Voorhies was Executive Director of the Tony Smith Foundation. He has also held the endowed directorship of the Carpenter Center for the Visual Arts at Harvard University where he curated 20 exhibitions, organized over 50 public programs, and edited two books. Among his writings and books, Voorhies is author of Postsensual Aesthetics: On the Logic of the Curatorial, which will be published by MIT Press in February 2023. Voorhies has curated more than 75 exhibitions and site -specific commissions and organized 150 public programs. Similar Experience of Proposer In 2024, The Bass celebrates 60 years of excellence in cultural programming (exhibitions, performances and cultural program partnerships). Over the past two decades, The Bass has executed two successful expansions, reopening in 2017 with zero debt, with a third underway with the GO Bond and has retained much of the same executive and Board leadership. Program and exhibition attendance is back to pre-COVID-19 levels and the museum's on -site and off -site program suite and professional staff has grown exponentially, delivering on its mission and vision. The Rotunda programming will be aligned with The Bass's curatorial vision and proven track record of artistic excellence led by Executive Director & Chief Curator Silvia Karman CUbiAB for the past fifteen years; and recently, by Curator Dr. James Voorhies and Associate Curator of New Media Art Claudia THE BASS MUSEUM OF ART 31OU Collins Avenue Miami Beach, FL 33139 Page 4 www.thebass.mT Bid •2024-007-ND - Management and Operation of the Collins Park Rotunda THE BASS Mottos. This will be achieved by museum -originated exhibitions and artists' projects, as well as through partnerships with other arts organizations. Sios Silvia Korman Cubifia Since 2008, Silvia Korman Cubifia has held the position of Executive Director & Chief Curator of The Bass in Miami Beach. During her tenure, Ms. Cubiha led a $12 million institutional transformation, complete with a building renovation by Pritzker Prize- winning architect Arata Isozaki and David Gould. Throughout this time, the museum's annual budget and full-time staff quadrupled and the Board grew from three members to thirty. Prior to The Bass, Ms. Cubifia was the Director of The Moore Space, Miami, from 2002-2008. She also held the position of Adjunct Curator at (NOVA, the Institute of Visual Arts at University of Wisconsin- Milwaukee. Ms. Cubing has curated numerous exhibitions, lectured extensively, and has participated in grant panels and award selection committees, including serving as a juror for both the Guggenheim Museum's Hugo Boss Award 2006 and the 2008 Biennale de Lyon. In 2007. she was a finalist for the Walter Hoppe Award for Curatorial Achievement and a fellow in the Center for Curatorial Leadership (CCL) fellowship program. Ms. Cubiha served on the Knight Foundation National Arts Advisory Board and, in 2012, she was awarded the distinction of Chevalier de I'Ordre des Arts at Lettres by the French Ministry of Culture. In 1997, she was the Puerto Rico commissioner to the Bienal de Sao Paolo. In her role as Chief Curator of The Bass, Ms. Cubiha has organized more than 30 major exhibitions including: Where Do We Go From Here: Selections from Is Coleccidn Jumex (2009), Isaac Julien: Ten Thousand Waves (2011), Ugo Rondinone: good evening beautiful blue (2017). The Haas Brothers: Ferngully (2018), Haegue Yang: In the Cone of Uncertainty (2019) and Mickalene Thomas: Better Nights (2019). all while at The Bass; Jim Lambie: Paradise Garage (2004), Miami Calling... Jonathan Monk (2005). Allora S. Calzadilla: Clamor (2006) and Kalup Linzy (2008) during her time at The Moore Space; and Pep6n Osorio: Door to Door(2002). Married and a mother of two, Ms. Cubifia is fluent in English, Spanish and French; proficient in Italian. Dr. James Voorhies Dr. James Voorhies is Curator of The Bass, Miami Beach's contemporary art museum, where he is responsible for curating long-term and temporary exhibitions, overseeing design and production of publications, organizing artist commissions and public programs, and managing the permanent collection. Previously, Dr. Voorhies was Executive Director of the Tony Smith Foundation where he initiated research programs dedicated to placing the legacy of the modernist artist in dialogue with contemporary art and design, including the Tony Smith Catalogue Raisonn6 Project —a multi -publication project to be published by MIT Press. He served in academic leadership positions at California College of the Arts in San Francisco from 2016 to 2021. Before these posts, he held the endowed directorship of the Carpenter Center for the Visual Arts at Harvard University from 2013 to 2016 where he curated 20 exhibitions, organized over 50 public programs, and edited two THE BASS MUSEUM OF ART 21M Collins Avenue Miami Beach, FL 33139 Page 5 . thebasso, Bid s2024-007-ND - Management and Operation of the Collins Park Rotunda THE BASS books. He also lectured for Howard's Department of Art, Film, and Visual Studies and Graduate School of Design. From 2010 to 2013 he taught art history and critical theory at Bennington College in Vermont. He served as Director of Exhibitions at Columbus College of Art and Design in Ohio from 2006 to 2011. Among his writings and books, Dr. Voorhies is the author of the recent Postsensual Aesthetics: On the Logic of the Curatorial, published by MIT Press in 2023. His book Beyond Objecthood: The Exhibition as a Critical Form since 1968 was published by MIT Press in 2017. Dr. Voorhies holds a PhD in modern and contemporary art history from Ohio State University. He has curated more than 75 exhibitions and site -specific commissions and organized 150 public programs. He is based in Miami Beach and New York City. is Mottos Claudia Mottos is a curator, writer, and researcher whose interests include the intersections of art, global politics, and emergent technologies; art as a tool of critical pedagogy; global histories of new media art and performance; and global contemporary art with a particular interest in Latin America, the Caribbean, Southwest Asia, North Africa, and their diasporas. This year, Claudia served as a Curator -in -Residence at SOMA, Mexico City. In 2022, she was a Researcher -in -Residence at the National Museum of Modern and Contemporary Art, Seoul, South Korea. And in Fall 2019, Claudia was a Curator -in - Residence with the Shanghai Curators Lab organized between the Shanghai Academy of Fine Arts and the Shanghai Biennial. In her most recent institutional role, Claudia served as Assistant Curator of Media Arts and Live Events at The Baltimore Museum of Art, where she curated exhibitions of works by Lizzie Fitch / Ryan Trecartin and the New York collective DIS. She previously held positions at Performs, New York, and Locust Projects, Miami. She has contributed to curatorial research and writing at The Whitney Museum of American Art; Independent Curators International; Institute of Contemporary Art, Miami; and the Rubell Family Collection, among others. She earned an MA in Art History from The Courtauld Institute of Art, London; and a BA in Art History and Visual Studies from Cornell University, Ithaca, NY. 1) a. Presentation of Hernan Bas: The Conceptualists Exhibition at The Bass b. Silvia Korman Cubifia, Dr. James Voorhies, Claudia Mottos, Sofia Dotta c. Haman Bas (artist) d. Frederic Snitzer Gallery, (305) 448-8976 e. Exhibition on view: December 4, 2023 - May 5, 2024 2 a. Presentation of Naama Tsabar., Perimeters Exhibition and Live Performance Series at The Bass b. Silvia Korman Cubifia, former Curator Leilani Lynch, Sofia Dotta C. Naama Tsabar (artist) d. Shulamit Nazarian Gallery Los Angeles, (310) 281-0961 e. Exhibition on view: November 28, 2021 - May 29, 2022 3) a. Presentation of Haegue Yang: In the Cone of Uncertainty Exhibition at The Bass THE BASS MUSEUM OF ART 21M Collins Avenue Miami Beach, FL 33139 vi Ahebass.org Page 6 Bid #2024-007-ND - T H E Management and Operation If the Collins Park Rotunda BASS b. Silvia Karman Cubiit>;, former Curator Lellani Lynch, Sofia Dotta c. Haegue Yang (artist) d. Galerie Chantal Crousel, +33142 77 38 87 e. November 2, 2019 - April 5, 2020 The curatorial vision of The Rotunda will be one of solo artists projects, immersive installations and art -and -technology art commissions. These immersive installations, as seen in places like Team Lab in Tokyo; Superblue in Miami; and assume vivid astro focus (avaf) from Brazil; are similar to many past exhibitions and projects at The Bass, including: Pascale Marthine Tayou's Welcome Wall, (2017), a wall with 75 LED lights with the word "welcome" in 75 languages; Mickalene Thomas's Better Nights (2019-2020), a four room functional nightclub and exhibition; Paola Pivi's Lies (2018- 2019), an entire room covered in 92 television screens showing 40,000 images and sound sourced from local participants; Ugo Rondinone's Miami Mountain (2016, a monumental public sculpture; and Alex Israel's Al collaboration with Snapchat (2021-2022). The Rotunda will be programmed following rigorous curatorial research, while also ensuring that, as with successful public art, the programs are of a character appropriate to visitors of all ages and backgrounds. The museum has a solid track record in working with artists to produce new art commissions and currently has a $1.25M grant awarded by the Knight Foundation to commission new works in art and technology. Regarding Public Programs, Grace Castro, the Director of Special Events & Public Programs, and Kylee Crook, the Director of Education, will develop a program of approximately 36 annual activations consisting of performances, talks and cultural events in addition to the museum's robust offerings, which currently include Creativity in the Community, Teen Takeover, monthly Third Thursdays s Family Days, and more. This will be achieved with museum -originated events as well as through new partnerships with other cultural organizations as well as existing community, nonprofit and corporate partnerships with organizations such as the Miami Beach Cultural Arts Council, Miami -Dade County Public Schools, our neighboring hotels at The W and The Seta!, Bal Harbour Village, among others. Additionally, The Bass was awarded a $400,000 grant from the Art Bridges Foundation to make art accessible to all and is an applicant for the National Endowment for the Arts' (NEA) ArtsHERE grant, a new initiative aimed at boosting arts participation for underserved groups. As an AAM- (American Alliance of Museums) accredited and AAMD- (American Alliance of Museum Directors) affiliated museum, The Bass follows the hi hest standard of excellence, ethics and program quality in the field. These standards are applled holistically throughout all areas of museum functions (curatorial, education, financial, governance, facility, human resources, and others) and by extension, will be applied to all aspects of programming and operations for The Rotunda. Linked below are examples of The Bass' experience in commissioning and exhibiting contemporary art of excellence in recent years, as well as the museum's 60rh Anniversary Season Brochure, featuring a breadth of multidisciplinary exhibition, education and public programming: • The Bass 60rh Anniversary Season Brochure • Ugo Rondinone• Miami Mountain • Mickalene Thomas, Better Nights • Paola Pivi: Art With a View • Alex Israel x Snapchat • Naama Tsabar: Perimeters Similar Experience of Sub-consultant(s)/Sub-contractor(s) - Not applicable. Evidence of Prior WorkingExperience - Not applicable. THE BASS MUSEUM OF ART 1100 Collins Avenue Miami Beach, FL 33139 Page 7 .Ahebass.mR Bid tt2024-007-ND - Management and Operation of the Collins Park Rotunda Approach and Methodology/Business Plan Executive Summary THE BASS The Bass seeks the Management and Operation of the Collins Park Rotunda to develop and present multi -disciplinary cultural programs including exhibitions, artists projects, performances, concerts and educational activities, spanning 1,512 hours of annual, free -of -cost admission to Miami Beach residents and visitors. The museum's curatorial experience and track record, its sound financial management and operational strengths, as well as its geographic proximity to The Rotunda make The Bass an ideal candidate for this project. Moreover, The Bass is eager to create program collaborations with cultural partners in the neighborhood, throughout Miami -Dade County, nationally and internationally. The Rotunda will contribute to Miami Beach's offerings and reputation as a world class destination for the arts, all year round. Further details on unique selling propositions, target market and financial projections are addressed within this proposal. Concept and Purpose Much like Miami Mountain, The Rotunda will engage Miami Beach residents and visitors —even people who are perhaps not motivated to enter a museum —with a surprise and unexpected taste of art. The Rotunda will achieve indoors what Miami Mountain does outdoors: delight the public with the awe of colors and scale, serve as a gateway to more artistic experiences in the neighborhood and/or, simply, provide a joyful selfie moment. The curatorial vision of The Rotunda will be one of solo artists projects, immersive installations, and art -and -technology art commissions. These immersive installations, as seen in places like Team Lab in Tokyo; Superblue in Miami; and AVAF/Assume Vivid Astro Focus from Brazil; and similar to many past exhibitions at The Bass, such as: Pascale Marthine Tayou's Welcome Wall, (2017), a wall with 75 LED lights with the word'welcome" in 75 languages; Mickalene Thomas's Better Nights (2019- 2020), a four room functional nightclub and exhibition; Paola Pivi's Lies (2018), an entire room made of 194 screens with 40,000 images and sound sourced from local participants; and Alex Israel's Al (artificial intelligence) collaboration with Snapchat (2021). The Rotunda will be programmed following rigorous curatorial research, while also ensuring that as with successful public art, the programs are of a character appropriate to visitors of all ages and backgrounds. The museum has a solid track record in working with artists to produce new art commissions and currently has a $1.25M grant awarded by the Knight Foundation to commission new works in art and technology. On the public programming side, the Director of Special Events & Public Programs will supervise a program of 36 annual activations consisting of performance, talks and cultural events. This will be achieved with museum -originated events as well as through partnerships with other cultural organizations. Additionally, The Bass was awarded a $400,000 grant from the Art Bridges Foundation to make art accessible to all and is an applicant for the National Endowment for the Arts' (NEA) ArtsHERE grant, a new initiative aimed at boosting arts participation for underserved groups. The Bass will continue its educational and programmatic activities designed to draw in all levels of our diverse surrounding community of locals and tourists to create a space for learning and engaging conversations. Visitors are exposed to contemporary art of excellence both within the museum and outdoors, and will be exposed to a similar caliber with The Rotunda's programming. This public programming will reach the museum's local community, which comprises of diverse audiences across Miami -Dade County, including its 70% Latinx/Hispanic representation. Both the museum's exhibiting and collecting programs aim to provide artistic experiences that are relevant to the social and cultural context of the region and reflect the spirit and international character of Miami Beach specifically, which is 65% Latinx/Hispanic, 26% White, 7% Black and 2% Other. THE BASS MUSEUM OF ART 2100011ins Avenue Miami Beach, FL 33139 Page 8 ..thebass.ora Bid tt2024-007-ND - Management and Operation of the Collins Park Rotunda THE BASS The Rotunda will be open to the public at least 1,512 programmed hours per year —an impactful offering for residents and tourists of Miami Beach. The Rotunda open hours will mimic the museum's regular hours: 30 hours a week from 12-6pm; one night-time period per month until 9pm; and during Summer one nighttime period per week until 9pm; for a total of 123 hours a month and 132 hours during Summer months. Through partnerships with other organizations, The Rotunda may be open during more nighttime hours as needed. The Bass plays a key role in contributing to Miami Beach's cultural tourism and image as an international arts destination in several ways, including serving as a cultural attraction, generating revenue, providing educational opportunities, establishing cultural identity, promoting community engagement, and increasing international recognition. Market Analysis The Bass stays ahead of the curve by staying attuned to its audience needs, which have shifted rapidly in the past two years. To ensure its programs, offerings, and marketing communications stay relevant, the museum relies on cutting -edge digital engagement analytics, comprehensive reviews, and insightful surveys. The museum uses these ranges of digital survey tools to receive ongoing feedback from its visitors and program participants. This feedback is carefully analyzed by the museum administration to inform future programming decisions. The Bass also regularly surveys students, teachers, and parents to evaluate its educational programs and gauge demand for in - person educational activities. The museum was invited by the Art Bridges Foundation to participate in their COVES (Collaboration for Ongoing Visitor Experience Studies) initiative, to better understand the makeup of its audiences. COVES has a tested approach method, which helps institutions better understand their visitors and is a data management resource for participating institutions to make informed decisions based on audience feedback. This prestigious opportunity is supported by an Art Bridges Foundation grant. As Miami Beach's contemporary art museum, The Bass enjoys a unique position as a major cultural arts anchor within the immediate geography. In an effort to expand community access to contemporary art at all levels, the museum has often partnered with cultural market competitors over the years, including corporate and nonprofit arts organizations such as Art Basel: Miami Beach, New World Symphony, Miami City Ballet, Wolfsonian FIIJ, South Beach Jazz Festival and The Ritz Carlton, among others. The Bass lends artwork, offers venue space for public programs, and co - presents a number of activities year-round, demonstrating its commitment to audience sharing and expanding access to art, while amplifying Miami Beach's position as a top cultural tourism destination. Marketing and Sales Strategy The primary objective of The Rotunda is providing the community with cultural programming by The Bass and select partners —free of cost —however, we are open to special events and rental opportunities. A comprehensive Communications Plan for The Rotunda folds into the museum's annual strategic marketing and communications plan that is developed to align with the objectives and values of the City of Miami Beach and the Greater Miami Convention and Visitors Bureau (GMCV13), as well as integrating with other segments of the arts, culture, hospitality, restaurant, hotel and visitor industry. The plan will be developed by the Director of Communications, Sabrina Anico, who has previously spearheaded successful rebranding campaigns for major Miami Beach cultural facilities including the Miami Beach Convention Center, Faena Forum and New World Symphony. The Communications team of four will develop and deploy digital marketing, public relations, outdoor media, direct mail, social media and graphic design efforts, as well as lead media and press relations with year-round support from the museum's PR firm, Sutton PR (New York, London, Hong Kong, Singapore, Paris, Miami). THE BASS MUSEUM OF ART 21M Collins Avenue Miami Beach, FL 33139 Page 9 w .thebass.m, Bid tt2024-007-ND - Management and Operation of the Collins Park Rotunda THE A V The Bass Communications Department would also be responsible for conceptualizing and executing a new brand suite for The Rotunda, including logos, creative guidelines and marketing materials, as well as a press announcement and long-term media plan for the facility. The museum places sponsored content and paid media campaigns in outlets that promote the resources housed on the website (lesson plans, virtual galleries, recorded programs), sharing content with a wide audience. The Bass also extends beyond the building and leverages both paid and earned media opportunities in traditional and digital communication channels, including strategic analysis of website traffic and BED tactics, high -quality creative content and consistent communications, to foster diverse audience development, growth and engagement at a local, regional, and international level. By utilizing custom audience tools, highly targeted campaigns are developed to maximize reach and resources with meticulous attention to audience behaviors and analytics. To assess the effectiveness of its strategies, The Bass analyzes web traffic data, evaluates content placement and performance, and examines social media engagement for trends. Under the purview of The Bass, The Rotunda would also benefit from a communications toolbox that educates and excites audiences for a diverse new array of program offerings. Venue Layout and Facilities The Bass will work with MC Harry Associates throughout the process of finalizing design details and construction of The Rotunda, to adapt the design to the program and ensure flexibility and maximum functionality. Furthermore, upon very cursory inspection of the design addendum, we can assure the City that there will be savings in the construction of the space, for example, the elimination of details such as wood panel slat wall coverings, tile floor coverings and a simplification of the lighting system. The desired venue layout of the 1,270 sq It main space (1,963.5 sq ft total space) will be flexible and will vary on a per -project basis, depending on the placement of elements in each art project. One project may entail only the use of walls as in a video projection or a mural in the round, for example; and another may create an immersive installation placing objects and sculptures throughout the space. Amenities for said projects may include restrooms, a catering prep station, audio/visual tech station space and some onsite storage. Capacities will be subject to exhibition needs and are estimated to be: 211 for standing only, 158 for mix of standing and sitting as well as theater style, 141 for reception style with dance floor, 105 for round table layout, 70 for classroom style layout and 36 for U-shape/hollow square layout. Regardless of the layout there will be a moveable front desk/kiosk that will serve as a greeting station for visitors and will contain educational and informational materials, as well as materials of other cultural endeavors in Collins Park. Operational Plan In 2019, the museum underwent a comprehensive strategic planning process. We hired Chore Creative, leaders in the field of art institutional planning, and completed a plan with multiple years of financial modelling that allows for program growth and will extend to The Rotunda as a major component of program development and audience engagement. This plan was revised in 2022, to adapt to post COVID realities and will be further revised in 2025 in preparation for The Bass' new building expansion program. The Bass has optimal operational capacity and effectiveness needed for day-to-day maintenance and upkeep of the of facilities of The Rotunda. The Bass's geographic proximity to The Rotunda and its trained staff will ensure the highest level of quality and upkeep, as well as the possibility of quick response in case of emergency. Led by Deputy Director Jean Ortega, who has been at the museum for fifteen years, and Operations Manager Isabella Oliva and her team of four, the museum will THE BASS MUSEUM OF ART 210DCollins Avenue Miami Beach, FL 33139 w .thebass.org Page 10 Bid #2024-007-ND - Management and Operation of the Collins Park Rotunda THE BASS ensure that the day-to-day maintenance, repairs and emergencies are handled professionally and promptly. The Rotunda will be open from 12 noon to 6pm from Wednesdays to Sundays; and nighttime hours every third Thursday and during special events. Every day, the maintenance team will open the museum one hour before opening time and clean and inspect the premises. At opening time, a Guest Services Associate (GSA) will open the doors to the public and remain in attendance throughout the day. This person will also be charged with closing and locking the space every day. The museum's General Liability Insurance policy, including Workers Compensation Insurance and Volunteer and D&O and art insurance, will extend to The Rotunda. Other operational policies will also be in place on day one, including the museum's Human Resources policy; Hurricane Preparedness plan; Diversity, Equity, Accessibility & Inclusion (DEAI) Plan; Strategic Plan; Collections Management Policy and Collections Plan; Bylaws; and Code of Ethics. In The Rotunda, the museum's trained Guest Services Associates (GSAs) will serve as gallery attendants and have a dual role —guarding the art and the spaces and also serving as docents or "art concierges" who train in exhibitions and performances and engage with the public to make them feel welcome and comfortable. The majority of GSAs are bilingual in English and Spanish. Financial Projections A refined operational and program budget will be in place prior to the inauguration of The Rotunda that will allow for immediate occupation and programming. The museum's Deputy Director Jean Ortega is responsible for the museum's finances and The Rotunda financial ledger will be independently tracked and readily available for review by the City Manager and reflected in the museum's annual audited statement. Furthermore, the museum's Director of Development, Iva Kosovic, will work with the Executive Director and Development Manager to identify and solicit funds to program the space. A preliminary budget is outlined below: OrHaTimeCosts OTCAmount Annual Revenues/Costs Year 1 Year 2 Year 3 Revenues _ Museum Admissions 560,000.00 $63,000.00 $66,150.00 _ Foundation Income $%000.00 $52,500.00 $55,125.00 State of Florida $68,600.00 $72,030.00 $75,631.50 . _Expenses_ Initial Costs $3 OMOO Utilities $(16,000.00) -$16,800.00 -$17,640.00 Insurance $ (4,000.00) -$4,200.00 -$4,410.00 _ Alarm monitoring $ (2,000.OD) _$2,100.00 $2,205.00 Wi F� $ (360000) $3,780.00 $3,969.00 staff $ (800000) _ $8,40D.OD $8,820.00 Signage $(10,006.00) -$10,500.00 -$11,025.00 Lighting $(50,0DD.D0) -$s2,501100 -$55,125.00 Programing costs $ 85,000.00 -$89,250.00 -$93,712.50 $30,000.00 $0.00 SU.OD $0.00 THE BASS MUSEUM OF ART 21M Collins Avenue Miami Beach, FL 33139 Page 11 ww.Ahebas,m, Bid #2024-007-ND - Management and Operation of the Collins Park Rotunda Exhibition number one (Fall 2024) $50,000 Exhibition number two (Summer 2025) $25,000 Exhibition number three (Fall 2025) $50,000 Exhibition number four (Summer 2026) $25,000 Risk Assessment and Mitigation THE BASS The Bass would carry the lowest risk in its oversight of The Rotunda because it would become an annex of the museum —which has an established reputation of maintainingg prudent fiscal controls through strong organizational leadership, Board oversight, performance of annual audits, strategic capability and fundraising proficiency. At the museum, the Deputy Director, in collaboration with the Executive Director, generates and maintains the annual budget and all aspects related to finance, thus ensuring the on -site management of day-to-day finances. The Bass is annually awarded multiple grants from the City, County and State at the highest levels and further is entrusted by the City of Miami Beach to manage the STEAM Plus in -school artist -in -residence program. The Executive Director and Director of Development craft an annual plan that details earned and contributed revenue streams, as well as operating and program budgets in consultation with The Board of Trustees. The Board Finance Committee maintains budget oversight and guidance and meets quarterly to review and approve current organizational financial reports. After approval, finance reports are presented to the full Board of Trustees, also on a quarterly basis. At the close of the fiscal year, the museum works with a CPA firm to conduct an audit of financials. Financial statements available to funders at Guidestar.org demonstrate prudent fiscal controls. The Bass' Strategic and DEAI Plans emphasize the museum's commitment to continual development, expansion and diversification of its audiences. The Bass incorporates audience feedback and engagement data into its programmatic planning process to create a high -quality and enriching contemporary art experience for the Miami Beach community. The communications team — and entire museum management team —frequently reviews reports and data produced by industry leaders such as the American Alliance of Museums (AAM) and the Association of Art Museum Directors (AAMD) to identify trends, determine what people expect from museums and adjust operational costs accordingly, if necessary. Based on these findings, the museum is making strategic adjustments to its offerings and outreach. The education department is diversifying its roster of teaching artists and volunteers to better reflect the community it serves, while the programming department is offering expanded on -site and outreach activities and events to meet the growing demand for enriching experiences. Sustainability and Compliance With The Bass' American Alliance of Museums (AAM) accreditation —along with oversight from the City of Miami Beach —the museum is always in line with regulatory or legal compliance regulations and could adjust to any future regulatory changes. Equipment that will be procured and installed as part of day-to-day operations and programming is internet, alarm, specialized art lighting and AC equipment including a possible projector and speakers, depending on program needs. The Bass adheres to all laws, insurance regulations, and abides by a strong number of operations policies, including a Hurricane Preparedness Plan. THE BASS MUSEUM OF ART 2100WIM,Avenue Miami Beach, Ft 33139 www.thebass.m, Page 12 Bid rr2024-007-ND - Management and Operation of the Collins Park Rotunda THE BASS Detailed Timeline July 1, 2024 (or date of award notification) • Draft and sign contract with City of Miami Beach • Meet with The Rotunda architect/contractor to become familiar with the new space design and initiate conversations about construction timetable and related issues • Confirm and contract first two exhibitions/artists projects • Develop Communications plan with Sutton PR for Rotunda inauguration on Sunday, December 1, 2024 September 1, 2024 • Finalize Communications plan; Sutton begins long -lead PR efforts in conjunction with City of Miami Beach Marketing department October 1, 2024 • Approve final FY24-25 Rotunda budget • Install applicable lighting, furnishings and equipment, etc. November 1, 2024 • Install first Rotunda project Sunday, December 1, 2024 • Inauguration of Rotunda, first project Special events (2024) Dec 1: Rotunda Inauguration Dec 4: The Bass' Annual Art Week Celebration Dec 19: Culture Crawl/Third Thursday activation Dec 29: Family day activation Dec (TBD): Monthly Tour Special events (2025) Jan 3: The Bass x South Beach Jazz Festival Jan 16: Culture Crawl/Third Thursday activation Jan 26: Family Day activation Jan (TBD): Monthly Tour Feb 2: Annual "Art Outside" Community Picnic Feb 20: Culture Crawl/Third Thursday activation Feb 23: Family Day+ Global Arts Project Artscape Concert Series Feb (TBD): Monthly Tour Mar 20: Culture Crawl/Third Thursday activation Mar 30: Family Day+ Global Arts Project Artscape Concert Series Mar (TBD): Monthly Tour Apr 17: Culture Crawl/Third Thursday activation Apr 27: Family Day+ Global Arts Project Artscape Concert Series Apr (TBD): Monthly Tour May 1: Weekly Summer Thursday activation May 8: Weekly Summer Thursday activation May 15: Culture Crawl/Third Thursday activation May 22: Weekly Summer Thursday activation May 25: Family Day + Global Arts Project Artscape Concert Series May 29: Weekly Summer Thursday activation May (TBD): Monthly Tour THE BASS MUSEUM OF ART 21W Collins Avenue Miami Reach, FL 33139 Page 13 w .thebass.og Bid #2024-007-ND- T H E Management and Operation of the Collins Park Rotunda BASS Jun 5: Weekly Summer Thursday activation Jun 12: Weekly Summer Thursday activation Jun 19: Culture Crawl/Third Thursday activation Jun 26: Weekly Summer Thursday activation Jun 29: Family Day +Global Arts Project Artscape Concert Series Jun (TBD): Monthly Tour Jul 3: Weekly Summer Thursday activation Jul 10: Weekly Summer Thursday activation Jul 17: Culture Crawl/Third Thursday activation Jul 24: Weekly Summer Thursday activation Jul 27: Family Day+ Global Arts Project Artscape Concert Series Jul 31: Weekly Summer Thursday activation Jul (TBD): Monthly Tour Aug 7: Weekly Summer Thursday activation Aug 14: Weekly Summer Thursday activation Aug 21: Culture Crawl/Third Thursday activation Aug 28: Weekly Summer Thursday activation Aug 31: Family Day + Global Arts Project Artscape Concert Series Aug (TBD): Monthly Tour Sep 4: Weekly Summer Thursday activation Sep 11: Weekly Summer Thursday activation Sep 18: Culture Crawl/Third Thursday activation Sep 25: Weekly Summer Thursday activation Sep 28: Family Day+ Global Arts Project Artscape Concert Series Sep (TBD): Monthly Tour Oct 16: Culture Crawl/Third Thursday activation Oct 26: Family Day activation Oct (TBD): Monthly Tour Nov 20: Culture Crawl/Third Thursday activation Nov 30: Family Day activation Nov (TBD): Monthly Tour Dec 3: The Bass' Annual Art Week Celebration Dec 18: Culture Crawl/Third Thursday activation Dec 28: Family Day activation Dec (TBD): Monthly Tour THE BASS MUSEUM OF ART 2100Collins Avenue Miami Beach, FL 33139 Page 14 w thahass,org