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HomeMy WebLinkAboutletter of intent MuseumPz! LETTER OF INTENT Between Flagstone Island Gardens, LLC The Historical Museum of Southern Florida Proposed Maritime Museum, Island Gardens, Watson Island, Miami This letter of intent between Flagstone Island Gardens, LLC (Flagstone) and the Historical Museum of Southern Florida (Museum) is entered into this 8th day of July, 2004. Its purpose is to outline the terms of a more formal and subsequent agreement between the two entities for purposes of providing a Maritime Museum and Gallery (Facility) at the proposed project known as "Island Gardens" to be located on Watson Island, Miami, Florida. The proposed facility is scheduled for opening subsequent to the late fall of 2006. The facility will consist of no less than four thousand (4,000) gross square feet of air-conditioned space, exclusive of public toilets, in addition to other space or themes, exterior or interior, that the two parties may subsequently define. Public toilets will be provided on the lower level at approximate elevation 9 FT. The location of the space will be as shown in the Major Use Special Permit submitted to the City of Miami, dated April 1, 2004, unless revised. The location of the facility will be determined subsequently and to the satisfaction of both parties in consultation with the City. Depending upon final location, it is the intention that the facility will be accessible from both the Promenade and the Elevation 9 FT entrances. It is understood that Flagstone, its planners, design professionals, contractors and subcontractors, will work with the Museum in coordinating design and development activities for the shell of the Facility. Flagstone's responsibilities will include structure, enclosure, utilities, chilled water, electrical service, phone lines, etc., and will deliver to the Museum the space with a Temporary Certificate of Occupancy from the City of Miami. Flagstone will not charge any expenses for these services nor the cost of the shell space against the Museum as long as they occupy the Facility. The Museum will be responsible to undertake the planning, design, budgeting and installation of the interiors, equipment, fixtures, exhibits, and finishes of the Facility and said interior fit -out, fixtures, exhibits, finishes, etc., will be installed under a separate Certificate of Occupancy. The Museum will coordinate with the Flagstone Team all issues related to build -out, including that the Museum may request Flagstone's team to assist them in the completion the interiors consistent with the Museum's Plan of Facility and any subsequent agreements between the parties. The terms of the agreement are to be consistent with the letter from the Historical Museum of Southern Florida dated May 21, 2001, which makes specific reference to the location and the design of the facility that will house exhibits and which was included in Flagstone's original Response to the City of Miami's Request for proposal dated, May 18, 2001. The Museum will be provided the opportunity to review , comment, or object to location, if different. The Museum will within sixty 60 days from the date of this Letter of Intent provide Flagstone with a conceptual Plan of Facility that addresses issues and approaches to the Location, Planning and Development and Opening of the Facility, Financing of interior fit -outs, exhibits, and opening events, Preliminary Concept of Exhibition Scope, Content, and Themes, any other services that the Museum's operations may provide, Operational Standards and Policies, as well as specific needs 07-06-04 fig final letter of intent to historical museum of so fl signed.doc the Facility will require that must be provided by Flagstone. This Conceptual Plan of Facility will be updated with additional detail at regular phases over the following ten months or less. This Letter of Intent does not constitute a reservation of space, but merely sets forth the basic terms and conditions to be incorporated into a formal Sublease. This letter is not contractually binding upon the parties, unless and until a formal sublease, which must be in a form and content satisfactory to each party and its counsel in their sole discretion. If the terms outlined in this Letter of Intent are acceptable, please sign and return a copy of this Letter of Intent to us at your earliest possible convenience. We will then authorize our attorneys, at the appropriate time, to prepare a first draft if the Sublease. We look forward to hearing from you soon. Joseph L. Herndon Project Director Flagstone Island Gardens, LLC ACCEPTED AND AGREED TO THIS _8th DAY OF July , 2004. The Historical Association of Southern Florida By: Pa .a H. /to . Print Name: Robert H. McCammon Title: President / CEO ACCEPTED AND AGREED TO THIS _8thDAY OF July , 2004. Flagstone Island Garden, LLC By: Print Name: Joseph L. Herndon Title: Project Director cc: Mehmet Bayraktar, Flagstone Properties Lori Billberry, City of Miami 07-06-04 FIG FINAL Letter of Intent to Historical Museum of So FL SIGNED.doc W. TUCKER GIBBS ATTORNEY AT LAW 215 GRAND AVENUE P.O. Box 1050 COCONUT GROVE, FLORIDA 33133 TELEPHONE (305) 448-8486 FACSIMILE (305) 448-0773 July 7, 2004 VIA E-MAIL And HAND DELIVERY Judith Burke Shutts & Bowen, LLP 201 South Biscayne Boulevard Suite 1500 Miami, Florida 33131-4328 Joe Arriola Chief Administrator City of Miami 3500 Pan American Drive Miami, Florida 33133 Re: Flagstone Island Gardens, LLC Major Use Permit Application Dear Ms Burke and Mr. Arriola: It has been a pleasure to work with you in resolving the differences between our clients in the referenced matter. In consideration of the agreement by Flagstone Island Gardens, LLC ("Flagstone") and the City of Miami ("City") to the provisions of this letter ("Letter Agreement"), the Miami Children's Museum, Inc. ("Museum") agrees to support in writing and at the July 8, 2004 City Commission meeting Flagstone's Major Use Special Permit ("MUSP") application. In exchange for the Museum's support of the MUSP application and other promises made by the Museum, Flagstone and the City agree as follows: A. Flagstone shall: Page 1 of 8 1. Not oppose the opening of the Miami Children's Museum Charter School on the Museum site. 2. Design and construct, at no expense to the Museum an access road along the northern boundary between the Island Gardens site and the Museum ("Boundary Access Road"). Flagstone shall coordinate the design and uses of the Boundary Access Road with the Museum, the City and other Watson Island tenants. The Boundary Access Road shall include traffic calming measures in its design. 3. Design (with reasonable approval of said design by the Museum) and construct at Flagstone's expense a vehicular drop-off and pick-up for the Museum at the Museum building entrance along the western boundary of the Boundary Access Road, if the Boundary Access Road is constructed so as to connect with the existing Museum entrance road. 4. Landscape at Flagstone's expense the Island Gardens side of the Boundary Access Road, with landscaping matching that existing on the Museum side. Alternatively, Flagstone may, at its sole expense, provide matching landscape to both sides of the Boundary Access Road. In the event to accomplish this it becomes necessary to replace the existing landscaping on the Museum's leased property, Flagstone will do so at its own expense. 5. Notify the Museum through its Executive Director of all meetings with representatives of the Florida Department of Transportation regarding the design and construction of those portions of the elevated perimeter roadway adjacent to the Museum that will serve as the primary access road ("Primary Access Road") for the Island Gardens site. Up to two Museum representatives may attend these meetings. At the meetings, Flagstone will Page 2 of 8 support the reduction in grade of the elevated roadway in front of the Museum site so that the elevation does not exceed one to two feet in height above the grade of the Museum site, provided that said elevation can accommodate required drainage and access to the Island Gardens and the sites of the other potential City Lessees serviced by the Primary Access Road. 6. Support the creation by the City of a Watson Island Committee that will include at least one representative of the City, Flagstone, the Museum, the Parrot Jungle, and all other lessees of City property on Watson Island. This committee would do the following: a. Create and implement a process by which the City, along with Watson Island lessees develop a plan by which parking insufficiency issues can be addressed and resolved. Upon a request by any committee representative for a determination of insufficient parking, the City would cause to be prepared an analysis of the island -wide parking situation and a determination of the existence of any parking insufficiency, the responsibility for that insufficiency among the lessees and a plan for resolving the parking insufficiency. b. Develop an enforceable special event parking plan that shall be implemented for all special events on the island. 7. Upon the City Commission's waiver of the MUSP condition relating to the design of the garage adjacent to the Museum, use at Flagstone's expense the same architectural, screening and landscape treatment as well as design of the facing of the garage adjacent to the Museum that is used on the facing of the garage fronting Mac Arthur Causeway at the northwest corner of the Page 3 of 8 Island Gardens site as depicted in the drawings included in the MUSP application. 8. Install at Flagstone's expense signage at designated locations to show a handicapped -accessible route from Island Gardens to the Museum. 9. Insure at Flagstone's expense that all water from the Island Gardens project will be retained within the Island Gardens property leased from the City. 10. Prior to submittal to the City, provide the Museum with the project's construction staging plan for comment to avoid impacts to the Museum. Flagstone will also provide the Museum with any security plans as permitted by law. Flagstone will implement a plan at Flagstone's expense to provide security identification of all the project's construction workers. B. The City, as owner of Watson Island, shall: 1. Use all reasonable efforts to identify alternative ways to fund the Museum's portion (if any) of the roadway design and construction costs of the Boundary Access Road as set forth in Section 4.1 of its sublease agreement with the Miami Sports and Exhibition Authority. 2. Notify the Museum through its Executive Director of all meetings with representatives of the Florida Department of Transportation regarding the design and construction of the elevated roadway that will serve as the main access for the Island Gardens site, the Primary Access Road. Up to two Museum representatives may attend these meetings. At the meetings, the City will support the reduction in grade of the elevated roadway in front of the Museum site so that the elevation does not exceed one to two feet in height above the grade of the Museum Page 4 of 8 site provided that said elevation can accommodate required drainage and access to the Island Gardens and the sites of the other potential City Lessees serviced by the Primary Access Road. 3. Create a Watson Island Committee that will include at least one representative of the City, Flagstone, the Museum, the Parrot Jungle, and any other City lessee on Watson Island. This committee would do the following: a. Create and implement a process by which the City, along with Watson Island lessees develop a plan by which parking insufficiency issues can be addressed and resolved. Upon a request by the committee for a determination of insufficient parking, the City would prepare an analysis of the island -wide parking situation and a determination of the existence of any parking insufficiency, the responsibility for that insufficiency among t lessees and a plan for resolving the parking insufficiency. subject to City Commission approval if amount exceeds City Manager's authority, A b. Develop with City funding, an enforceable special event parking plan that shall be implemented for all special events on the island. 4 Support at the City Commission consideration of the Island Gardens MUSP the elimination of the MUSP condition relating to the design of the garage adjacent to the Museum. The City shall support Flagstone's use of the same architectural, screening and landscape treatment as well as design of the facing of the garage adjacent to the Museum that is used on the facing of the garage fronting Mac Arthur Causeway at the northwest corner of the Island Gardens site as depicted in the drawings included in the MUSP application. Page 5 of 8 5. Insure that all water from the Island Gardens project will be retained within the Island Gardens property leased from the City. 6. Insure that water will not drain onto the Museum site from the elevated roadway that is the Primary Access Road. 7. Support the opening of the Miami Children's Museum Charter School on the Museum site providing all zoning and traffic issues can be addressed to the reasonable satisfaction of the City of Miami and does not result in any violation of any lease between the City and any lessee or the deed. C. The Museum shall: 1. Support at the City Commission meeting of July 8, 2004 the Island Gardens MUSP. 2. In the event the Boundary Access Road is designed to connect with the Museum entrance road, agree to amend its sublease agreement with the City to adjust its southern property line that parallels Biscayne Bay. Any violation or breach of any of the terms of this Letter Agreement may be remedied by any relief available at law or in equity, including injunctive relief and/or damages and sanctions for contempt of court, by any party to this Letter Agreement. The prevailing party in any proceeding seeking to enforce this Letter Agreement or any portion hereof shall be entitled to receive from the other party court costs and reasonable attorney's fees, including paraprofessional fees and attorney's fees incurred in connection with any appeal. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. Page 6 of 8 The venue for any litigation arising out of this Letter Agreement shall be in Miami -Dade County, Florida. This Letter Agreement shall inure to the benefit of the parties hereto, their successors and assigns. This Letter Agreement may be executed by the parties in counterpart originals (facsimile copies shall be considered as originals) with the same force and effect as if fully and simultaneously executed in a single original document. My client appreciates the efforts of Flagstone and the City to recognize and address the Museum's concerns regarding the MUSP. I believe that this is an example of the positive relationship between these neighbors. We look forward to supporting the MUSP application at the City Commission meeting of July 8, 2004. Sincerely, W. Tucker Gibbs Agreed to this day of July 2004 Flagstone Island Gardens, LLC By: Print Name: Page 7 of 8 Aki0aMhCIfP Miami Children's Museum, Inc. By: Print Name: Deborah Spiegelman Page 8 of 8 W. TUCKER GIBBS ATTOR\Er AT L.>\\ 215 GRAND AVENUE P.O. Box 1050 COCONUT GROVE. FLORIDA 33133 TELEPHONE (305) 448-8486 FACSIMILE (305) 448-0773 July 7, 2004 Joe Arriola Chief Administrator City of Miami 3500 Pan American Drive Miami, Florida 33133 VIA HAND DELIVERY Re: Flagstone Island Gardens, LLC Major Use Permit Application Dear Mr. Arriola: As part of the negotiations with you on behalf of the Miami Children's Museum regarding the referenced matter, you made certain assurances -included in this letter-- to my client. Therefore my client appreciates your acknowledgement of the following: 1.That the Miami Children's Museum has entered into a Tri- Party Agreement with Flagstone Island Gardens and the City of Miami in reliance on representations made to us by the representatives of the City, including the Chief Administrator. 2.That the City is not aware of any provisions of the • u Leases between the City and its Watson Island lessees that would be violated by opening of the Miami Children' s Museum Charter School on the Museum site 2vcLehtm "S4le of44AII“ be4&ftej prwl�Jlw�1 n Stssi le,tts. Page 1 of 7 Ci 7 l,Lca hot rt� 1 �rc1 fez Lecse.s -o /na1�2. JL,LJ•'� Lta Ppu,b1< Sot) f 3. That alternate means will be found to fund any Boundary Access Road (as defined in the Tri-Party Agreement) design and construction without any obligation by Miami Children's Museum to pay for such costs We look forward to supporting the MUSP application at the City Commission meeting of July 8, 2004. Sincerely, Wad W. Tucker Gibbs For the Miami Children's Museum, Inc. Acknowledged this day of July 2004 Page 2 of 7