LTC 073-2011 New World Symphony A B ACH-
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OFFICE OF THE CITY MANAGER
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NO.'LTC # 073-2011 7 11 LETTE0 IVSSI
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TO: May or Matti Herrera Bower and Members of the` C'ty Commission
FROM - Jorge M. Gonzalez, City Manager
DATE:, .. March 31, 2011
SUBJECT: New'World Symphony'(NWS) Grant-In-Aid Correspondence
The purpose of this - Letter to Commission Js to share with you recent correspondence
transmitted to the New World Symphony (NWS) regarding the close out review and audit
pursuant to the Grant -in -Aid 'agreement executed on July - 23 between the City of
MiamiZeach and NWS. Attached are two recent letters'.sen't to the NWS
In my letter dated March 11, 201.1, the NWS was informed of the status of City's financial
audit of the expenses submitted pursuant 'to the' terms of the agreement and the - duo
diligence. review of the entire .,set 'of ,,documents that. I was conducting to ensure full
compliance with'all'terms and conditions. ,
My subsequent letter dated March.25, 2011, informed the NWS of.the outcome of the. above
mentioned review.. In, addition to advising them of the various items that were still pending
completion by the NWS, as noted, NWS was informed that the $15 million -funds for the ,
Grant -in -Aid had been authorized for disbursement.
While the funds have been disbursed and there are still a variety of pending matters to close
out, the matter of the final schedule of "public benefits" remains outstanding. The NWS has
been asked to provided us with the schedule of public benefits they believe. they agreed. to
Iast'Fall. When that i received, we will'follow our:standard process accordingly.
I: hope this provides more clarity as to the facts regarding this matter: Should .you require..
additional' information, please feel free to contact me directly.
JM /DM
Attachments
F: \CMGR \$ALL \LTC 2011 \LTC NWS grant in aid.doc
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City of Miami Beach, 1700 Convention Center [Drive, Worn] Beach, 7lorida 33139, www_micmi+aeachfl.gov
Jorge M. Gonzalez, City Manager
Tel: 305- 673 -7010 ; fox: 305 -673 -7782
March 11, 2011
Mr. Howard Herring
President and CEO
New World Symphony
500 17th Street.
Miami Beach, FL 33139
Dear Mr: Herring:
This letter is to acknowledge- and: memorialize our meeting.of March,8, 2011. You will recall that this meeting:
was hastily arranged -at your request and. held on the eve of our regularly scheduled .March g "' City
Commission meeting., which I surmise was as a result of the. several emails that 1 have sent to you. over the
past few weeks, urging a resolution to the-pending matters between the New World Symphony (NWS) and
the -City of Miami Beach (the..City).
During our meeting you.. inquired as to when the. $15_ million Orant.in Aid. to the NWS. would be funded. l
advised you that the City's approved. budget has.the $15 million funded in-.the 2010/2011 Fiscai Year, and.
that disbursement of said funds was subject. to completion of the Citys due diligence reviews pursuant to all
of the agreements with the NWS.- I advised you that I had only recently received the results -of the financial`
audit component within the last several days. l also further explained that I was personally conducting a due
diligence review of all of the documents setting forth the City's and the NWS's. obligations, to ensure full
compliance on our'parts and i had not yet completed that review. A documents however,
indicates that.we remain.well within the timelines established in the - agreement.
As has been consistently_ included in various correspondence between members of the NWS staff and City
: staff, at various levels and on various. occasions, the matter of mutually agreeing to additional public
benefits.pursuant to the agreements was also a pending matter. You indicated to me that the NWS and the
City had.reached. agreement in October, 2010 on this matter: I was surprised by that assertion, as we were
advised by the City Attorney's office 'last year, information which was relayed',to both David Phillips and
Victoria. Rogers last summer, that this would require. an amendment to, our existing agreement, requiring
Finance Committee review and City Commission approval. That I requested that you provide to me the
specific schedule- of'public benefits you feel the NWS has agreed to and any documentation of agreement
by the City for m review. I await that information.
Under separate cover, the City Attorney's Office has replied_ to the. letter from your attorneys dated March 3
2011. Please review as appropriate.
Again, the grant is fully funded and the funds will be disbursed in 'accordance with the negotiated and
executed agreements. Should you- have any further questions; please contact my office.
Sincerely,
{ o ge G nzalez
Manager
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M [AM I EAC H
City of Miami Beach; 1700 Convention Center Drive Miami Beach, Flori& 33139, v, rww.miamibeachfl.gov
Jorge M. Gonzalez, City Manager
Te1:305- 673 -7010 Fax:. 305 -673 -7782.
March 25, 2.011
Mr. Howard Herring
President and. CEO
New World. Symphony
5 - 00 1.7th Street.
Miami. Beach, FL 33.139
Dear Howard:
_ This - letter is a follow up to my correspondence to you. dated- March 11 2011` relating to. the Grant -
in -Aid Agreement. between the City and the: New World Symphony (.NWS). Notwithstanding that I
have hot.received - any response- or confirmation from. you. (either via email_ or through regular mail),
regarding my letter, this letter should. serve as formal notice that h have, concluded my due
diligence review of all of the documents setting-forth. the City's-and the NWS's. obligations.
My- review has identified. the following significant items as still' outstanding. Again, the following is
based on my review-ofthe documents, and is not intended to be a final comprehensive list of all
pending items..for complete NWS_ Project:
.1. DEVELOPMENT AGREEMENT AND.ADDENDUMS
Section 2.8- (b)( i. v) of'the Development- Agreement requires the submission by- NWS of
various project close- outdocuments, such as final as- builts, AIA certification for general
- affidavit, etc.. These- deliverables remain outstanding.
Exhibit G of the First Addendum to. the Development Agreement ( "General Terms and;
Conditions for Grant -in- Aid ") calls for additional public benefits "to be provided by the
Developer as further consideration for the Grant." You have indicated that there was
mutual agreement on - this matter, but as yet I have not received any information from you.
(as I requested in my.March 11 2011* letter.). As such, the-`'additional, public benefits
referenced in Exhibit. G remain outstanding.
2: GROUND LEASE.
Exhibit C, "Public Benefits," needs to be finalized and a revised exhibit: to the Ground
Lease brought before the City, Commission for: its review and approval (as a formal.
- amendment to the Ground Lease).. As you_ are aware, several deliverables. required
pursuant to Exhibit C have not been.. provided•by NWS. Your staff-had' indicated that NWS
was interested in amending- the Public Benefits document`, and had provided language
which was being negotiated with City Staff. Additionally, East August your staff was advised
that these- amendments would require City Commission approval. This issue remains
outstanding.
-We are committed to providing excellent public service and safety to all.who. live, work, and play in our vibrant, tropical, historic community.
Page 2 of 2
Pursuant to Section 6'.3(b), NWS has the ongoing obligation throughout. the Term of the
Ground Lease to provide the City with its proposed annual operating budget for Tenant's
Improvements,. and a rolling- five (5) year: projection. This remains outstanding.
3'. VIDEO AND AUDIO SYSTEM AGREEMENT
Section 6.1 and Section 11 refers to the establishment of specific criteria,. business terms
and charges for third -party users, as well as procedures for the selection of artists to
develop video art (as well as to address any appeals to NWS decisions in this regard); we-
would request copies of NWS's- criteria, business terms, proposed charges and above-
noted procedures relating. to calls for artists.
The City and. NWS also committed to developing procedures for coordinating scheduling of
Screen programming and use of the Systems, as required pursuant to Section 9.- We have.
not received any proposed procedures.
Again, the above list is not intended to be a comprehensive, final list of pending items; there may,
of course, be ongoing construction punch list items, as well as day -to -day operational. issues
regarding coordination of the Project components (i.e...the NWS facility, the Park, the Garage, and
the other ancillary . Improvements), that I have not specifically referenced. above.
In the event thatany of the above.have already been..submitted, please advise.when and to whom
in the City they were provided. Additionally, if you find in your review of - the above that we have
omitted any significant pending item(s), please also feel free to bring. same to. my attention.
While these items remain outstanding and require your prompt attention and resolution, I have
authorized the- disbursement of the Grant -in -Aid funds. Please contact Patricia Walker, Chief
Financial Officer, to coordinate. receipt - of the check.
Should you require further assistance, please contact my office.
Sincerely,
Jor M. o zaie
y ager
Cc: Patricia Walker, CFO
We are committed to providing excellent public service and safety to all who live, work, and ploy in our vibroni, tropical; historic. community.
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