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2000-24193 RESORESOLUTION NO. 2000-24193 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING THE PLEDGE AGREEMENT WITH THE CITY OF MIAMI BEACH AND THE FRIENDS OF THE BASS FOR THE ASSIGNMENT OF PLEDGES AND CASH FROM THE FRIENDS OF THE BASS TO THE CITY OF MIAMI BEACH IN THE AMOUNT OF $2,294,678 TO PAY FOR THE ADDITIONAL COSTS OF CONSTRUCTION FOR THE BASS MUSEUM RENOVATION AND EXPANSION PROJECT, WHEREAS, on July 28, 1994, the City Commission approved the Bass Museum Renovation and Expansion Project ("Project"); and WHEREAS, the budget was approved as follows: $3,600,000 $2,294,678 $2.105.322 $8,000,000 City of Miami Beach ("City") - Gulf Breeze Loan Friends of the Bass ("Friends") State Grants TOTAL WHEREAS, on December 3, 1997, the City Commission awarded the Construction Contract to Danville-Findorff; and WHEREAS, the City pursued, with the Friends, the prospect of securing a loan from the Friends to enable the Friends to accomplish the contribution of $2,294,678 to the Project while under construction; and WHEREAS, the Friends were not able to commit to monthly loan payments to the City due to the lack of continuous generation of funds to make the loan payments to the City; and WHEREAS, as a result, the City Attorney's Office worked with Bert Harrison, a representative and member of the Friends, to draft a Pledge Agreement CAgreeement") for the assignment of pledges and transfer of cash to the City, which Agreement is attached hereto as Exhibit A and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve the attached Pledge Agreement between the City of Miami Beach and the Friends of the Bass for the assignment of pledges and cash from the Friends of the Bass to the City of Miami Beach in the amount of $2,294,678 to pay for the additional costs of construction for the Bass Museum Renovation and Expansion Project. PASSED and ADOPTED this 29ch day of Iqovember , 2000. ATTEST: City Clerk A~'PROVED AS TO FORM & LANGUAGE & FOR b"'XECUTION CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\~ci.miamkbeach.fl.us CO SS ON M MO ND,0M NO. Ot TO: FROM: SUBJECT: Mayor Neisen O. Kasdin and DATE: November 29, 2000 Members of the City Commission Jorge M. Gonzalez City Manager A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AN AGREEMENT WITH THE CITY OF MIAMI BEACH AND THE FRIENDS OF THE BASS FOR THE ASSIGNMENT OF PLEDGES AND CASH FROM THE FRIENDS OF THE BASS TO THE CITY OF MIAMI BEACH IN THE AMOUNT OF $2,294,678 TO PAY FOR THE ADDITIONAL COSTS OF CONSTRUCTION FOR THE BASS MUSEUM RENOVATION AND EXPANSION PROJECT. ADMINISTRATION RECOMMENDATION: Adopt the Resolution. On July 28, 1994, the City Commission approved the Bass Museum Renovation and Expansion Project. The budget was approved as follows: $3,600,000 $2,294,678 $8,000,000 City of Miami Beach (City) - Gulf Breeze Loan Friends of the Bass (Friends) State Grants TOTAL On December 3, 1997, the City Commission awarded the Construction Contract. At the time of the award, five additional alternatives totaling $264,137 were approved by the City Commission and funded from the contingency line item reducing it from $618,637 to $354,500. This revised contingency budget represents 5.5% of the construction budget. To date, $448,239 in change orders have been approved by the City Commission, and funded from the contingency line item and additional funding to the project provided from the Gulf Breeze Loan Pool. During the construction of the expansion, the City entered into discussions with the Friends, in an effort to obtain the Friends' contributions of $2,294,678 and utilize it towards the payments to the contractor. The Friends were tmable to transfer this contribution since the majority of the donations the Friends had obtained were in the form of pledges, materializing at various times and most of them after the completion of the project. AGENDA iTEM ¢'-'] ~ DATE Page Two Commission Memorandum City/Friends Pledges November 29, 2000 The City pursued with the Friends securing a loan to enable the Friends to accomplish the contribution of $2,294,678 to the project while under construction. The Friends were not able to commit to monthly loan payments to the City due to the lack of continuous generation of funds to make the loan payments to the City. As a result, the City Attorney's Office worked with Bert Harrison, representative and member of the Friends to draft an agreement for the assignment of pledges and transfer of cash to City. The agreement was presented at the November 2, 2000 meeting of the Finance and City-Wide Projects Committee (Committee). The Committee discussions were as follows: Do the pledges and cash remaining, net of fundraising expenses incurred by the Friends equal the $2,294,678 contribution required from the Friends? The cash balance is $380,909, the pledge balance is $829,091 plus $70,000 per year in perpetuity starting in 2003 from the Lesieur Foundation up to the $2,294,678 Friends committed contribution. When do the pledges materialize? The pledges materialize at various times depending on conditions placed by the donors, such as opening date, naming opportunities, etc. Attachment A summarizes the anticipated schedule of funds. How will the City's future funding level towards the Bass Museum operation budget compare to previous funding levels? With the expansion and renovation, costs to operate the facility are expected to rise. As a result, the City's share of operating expenses are expected to rise. Attachment B summarizes the anticipated costs. The Committee passed a motion referring the Agreement to the City Commission. The highlights of the Agreement are as follows: The Friends will execute the Assignment of Pledges assigning and delivering to City all of its rights, title and interest in and to the Pledges. The Friends will deliver to City all original, fully executed Pledges in its possession, in such form as shall be approved by the City, and shall continue to provide and deliver to City any and all future Pledges that are limited to the Project. The City, through its Finance Director or her designee, shall collect all sums due under the Pledges. Prior to delivery of the Pledges to the City, the Friends shall provide the City's Finance Director with a certified audit, representing the total amount of the Pledges and a reconciliation of all payments received against such Pledges through the date of delivery. Page Three Commission Memorandum City/Friends Pledges November 29, 2000 The City acknowledges that certain or all of the Pledges contain specific terms and conditions regarding the release and disbursement of monies pledged therein including, but not limited to, time constraints and the permanent naming of certain parts of the Museum for pledgers. Notwithstanding the preceding sentence, the City shall have no obligation with regard to compliance with said terms and conditions, and such terms and conditions shall not be binding upon the City, unless and until such time as the money or monies pledged are collected by the City or, in the alternative, verified as to their availability to the City. 5. Friends shall cooperate to the fullest extent possible with City in such efforts. This Agreement shall remain in full force and effect from the date hereof to and including such time as the Friends shall have fulfilled their financial obligation with respect to their contribution to the Project. When the City has received the sum of $2,294,678 from the Friends, the Pledges assigned, together with any funds then due, shall be assigned by the City back to the Friends. JMG:MDB:lcd Attachments AT~ACHI4ENT A ~oggooooog~ ~m<ra .~@o ×~ o o ATTACHMENT B PLEDGE AGREEMENT This Agreement made this day of ,2000, by and between the CITY OF MIAMI BEACH, a Florida municipal corporation having its address at 1700 Convention Center Drive, Miami Beach, Florida 33139 (CITY), and THE FRIENDS OF THE BASS MUSEUM OF ART, INC., a Florida not-for-profit corporation having its address or chief place of business at 2121 Park Avenue, Miami Beach, Florida 33139 (FRIENDS). WITNESSETH: The parties hereto, intending to be legally bound hereby, and for and in consideration of the premises and the mutual covenants hereinafter contained, due hereby covenant, agree and bind themselves as follows; provided, that the obligations of the CITY created by or arising out of this Agreement shall never constitute a debt or a pledge of the faith and the credit of the taxing power of the CITY or any political subdivision or taxing district of the State of Florida, anything contained herein to the contrary by implication or otherwise notwithstanding. 1. The CITY is the owner of the Bass Museum of Art, 2121 Park Avenue, Miami Beach, Florida, and is currently undertaking the first phase renovation and expansion of the exisfmg museum and building (the Project). The total Project cost was estimated at $8,000,000. 2. The FRIENDS is the support and operating group of the Museum which handles membership, admissions, fund raising, exhibitions, special events, the gift shop, cafe, catering and food supply, and everything required to operate the museum as an ongoing entity. Its members are local citizens who support the arts with their time and money. 3. The FRIENDS has committed to raising $2,294,678 as its contribution toward the Project. The FRIENDS shall remit said amount to the CITY through payment of cash on hand and through the securing of Pledge Agreements (the Pledges). 4. The FRIENDS, upon execution of this Agreement, will deliver $558,000 to the CITY, representing, in addition to the Pledges, the current cash on hand secured by the FRIENDS toward its contribution(s) to the Project; such funds to be used, together with the Pledges and the CITY's funds, toward completion of the Project. 5. The FRIENDS, upon execution of this Agreement, will also execute the Assignment of Pledges, attached hereto as Schedule "A", assigning and delivering to CITY ail of its right, title and interest in and to the Pledges listed therein, as same may be amended from time to time, together with the monies due and to become due under such Pledges. Additionally, upon execution of this Agreement and the Assignment of Pledges, the FRIENDS will deliver to CITY ail original, fully executed Pledges in its possession, in such form as shall be approved by the CITY, and shall continue to provide and deliver to CITY any and ail future Pledges that are limited to the Project, as they become available to the FRIENDS, in the same manner as provided above, until the FRIENDS' stated contribution to the Project is paid off. 6. The CITY, through its Finance Director or her designee, shall collect ail sums due under the Pledges. Prior to delivery of the Pledges to the CITY, the FRIENDS shail provide the CITY's Finance Director with a certified audit, representing the total amount of the Pledges and a reconciliation of ail payments received against such Pledges through the date of delivery. 7. The CITY acknowledges that certain or ail of the Pledges contain specific terms and conditions regarding the release and disbursement of monies pledged therein including, but not limited to, time constraints and the permanent naming of certain parts of the Museum for pledgors. Notwithstand'mg the preceding sentence, the CITY shall have no obligation with regard to compliance with said terms and conditions, and such terms and conditions shall not be binding upon the CITY, unless and until such time as the money or monies pledged are collected by the CITY or, in the alternative, verified as to their availability to the CITY; said verification process to be determined by the CITY's Finance Director or her designee. 8. The CITY may enlist the aid of the FRIENDS in the enforcement and collection of the Pledges, and the FRIENDS shall cooperate to the fullest extent possible with CITY in such efforts. 9. This Agreement shail remain in full force and effect from the date hereof to and including such time as the FRIENDS shail have fulfilled their fmanciai obligation with respect to their contribution to the Project. When the CITY has received the sum of $2,294, 678 from the FRIENDS, the Pledges assigned, together with any funds then due, shail be assigned by the CITY back to the FRIENDS. 2 10. All notices, certificates or other communications hereunder shall be sufficiently given and shail be deemed given when delivered or mailed by registered mail, postage pre-paid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO FRIENDS: Friends of the Bass Museum of Art, Inc. Attn: Telephone: ( ) __ __ TO CITY: City of Miami Beach Attn: Jurge M. Gonzalez, City Manager 1700 Convention Center Drive Miami Beach, FL 33139 Telephone: (305) 673-7010 With Copies To: City of Miami Beach Attn: Murray H. Dubbin, City Attorney 1700 Convention Center Drive Miami Beach, FL 33139 Telephone: (305) 673-7470 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 11. This Agreement shall inure to the benefit of and shall be binding upon CITY and the FRIENDS, and their respective successors and assigns. 12. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 3 13. Except as otherwise herein expressly provided, this Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of CITY and the FRIENDS. 14. No provisions hereof shall be construed to impose a charge against the general credit of the CITY and/or the FRIENDS or any personal or pecuniary liability upon any commissioner, official, employee or agent of the CITY and/or FRIENDS. 15. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. 16. This writing embodies the entke Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City Commission of the City of Miami Beach. This Agreement, shall be governed by and construed according to the laws of the State of Florida. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. ATTEST: THE CITY OF MIAMI BEACH Robert Parcher, City Clerk Neisen Kasdin, Mayor ATTEST: THE FRIENDS OF THE BASS MUSEUM Secretary APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION Cjty,~'J~omey~ Dale By:. Print Name/Title 4 ASSIGNMENT OF PLEDGES KNOW ALL MEN BY THESE PRESENTS; That THE FRIENDS OF THE BASS MUSEUM, INC., a Florida non-profit corporation, for good and valuable consideration, to it in hand paid by the CITY OF MIAMI BEACH, a Florida municipal corporation, at or before the ensealing and delivery of these presems ,the receipt whereof is hereby acknowledges, does hereby grant, bargain, sell, assign, transfer and set over to the CITY OF MIAMI BEACH, all of its rights, title and interest in and to the pledges list below together with the monies due and to become due according to their terms: 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Lesieur Family Foundation dated April 19, 1996 State of Florida dated September 13, 1999 Sol Taplin Foundation dated June 22, 2000 Jay Jensen dated September 13, 1997 Burton and Lydia Harrison dated November 3, 1998 William J. Fox Foundation dated July 1, 1998 Gerard J. Joyce Kaiser dated May 25, 2000 Shepard Broad Foundation dated April 5, 2000 Flagler Dog Track dated September 13, 1997 Barbara Meyer dated November 3, 1997 Craig Robins dated March 12, 1998 This Assignment is made pursuant to that certain Agreement between The Friends of the Bass Museum, Inc. and the City of Miami Beach, dated ~ 2000, and is to be considered a part of such Agreement. SCHEDULE "A" IN WITNESS WltEREOF, The Friends of the Bass Museum has set its hand and seal this day of ,2000. ATTEST: THE FRIENDS OF THE BASS MUSEUM By: Signature Prim Name/Title STATE OF FLOR/DA ) ) COUNTY OF MIAMI-DADE ) SS: I HEREBY CERTIFY, that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared , and he/she executed the foregoing document, freely and voluntarily. Said person is __ personally know to me, or has produced (specify type of identification, i.e., driver's license and number, state of issue, etc.) and who __ did, or did not, take an oath. of WITNESS my hand and official seal in the County and State last aforesaid this __ ,2000. Print of Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: 2 APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION