Robert A. Kinsley
President
Gettysburg National Battlefield Museum Foundation
R. D. #1, Box 131AA
Seven Valleys, PA 17360
RE: Letter of Intent
Gettysburg Visitor Center and Museum
Dear Mr. Kinsley:
This provides the letter of intent called for by the terms of the request for proposal ("RFP") for an agreement for the new Gettysburg Visitor Center and Museum facilities ("Facilities"). As you know, the Director of the National Park Service ("NPS") selected the proposal submitted by Kinsley Equities, a Pennsylvania partnership ("Kinsley"), as the best overall proposal received in response to the RFP by letter of November 7, 1997. The proposal, among other matters, calls for the formation of a new non-profit corporation to enter into an agreement with the NPS regarding the construction and operation of the Facilities. Your organization "Gettysburg National Battlefield Museum Foundation" (the "Foundation") has been formed to perform this role. This letter of intent is meant to describe our general understandings as to the scope and content of the agreement. Execution of the agreement will occur after public comment on the proposal has been sought and considered in accordance with appropriate planning procedures.
In this connection, our shared overall objectives for the Facilities to be implemented by the agreement are as follows:
1. To provide adequate museum-standard space for the proper and permanent protection, preservation and storage of Park archives, library and artifact collections, to include sufficient space to allow access and study of all collections by those individuals with a scholarly interest in the information contained within those resources.
2. To provide adequate facilities for the long term preservation and display of the Cyclorama painting, "The High Tide of the Confederacy".
3. To provide high quality interpretive and educational opportunities for visitors to the Gettysburg National Military Park (the "Park") that will enable them to understand the Gettysburg Campaign within the broad context of the Civil War and American history, and its continuing legacy and meaning to the American people.
4. To rehabilitate the historic appearance and setting of Ziegler's Grove and the high water mark of the battle by removing the existing visitor center and Cyclorama buildings and their associated entry roads and parking, and by restoring the historic landscapes.
5. To create a people-friendly, flexible and sustainable gateway facility which will combine the best of traditional, multi-media and personal interpretive and educational presentations.
6. To design facilities that respect their location and the historic vernacular building tradition of the area; respond sympathetically to the natural landscape features of the site; and become a positive catalyst for preservation and a lever for sensitive development of surrounding areas.
7. To develop structures and provide services which are fitting and appropriate to the mission and educational purposes of the Park, and which create meaningful, appropriate and integrated opportunities for visitors to explore the events which took place in Gettysburg in 1863.
8. To ensure that the Facilities are responsibly planned, operated, maintained and managed to deliver quality facilities and services for visitors while preserving Park resources, and generating revenues necessary to support the Facilities.
In furtherance of these objectives, it is the intention of the Foundation to undertake the following general responsibilities under the terms of the agreement to be negotiated:
1. Provide the financing for the proposed Facilities through fundraising and borrowing, as appropriate;
2. Purchase or otherwise obtain control of the site of the proposed Facilities;
3. In accordance with plans and specifications approved by NPS, construct the Facilities agreed upon in the agreement and remove the existing facilities and rehabilitate Ziegler's Grove;
4. Manage the Facilities in cooperation with NPS in the manner to be described in the agreement, including making available to NPS, as appropriate, areas of the Facilities for the conduct of activities it will undertake under the terms of the agreement.
5. Provide for conveyance of the Facilities to NPS at such time as any financing is fully paid or twenty years, whichever is sooner.
The agreement will also contain specific terms and conditions regarding the following matters:
1. Prior to engaging in any fund-raising activities on behalf of the Park or the NPS, the Foundation and the NPS will have agreed upon the Foundation's fund raising plan in accordance with NPS fund-raising policies.
2. The Foundation will develop a design/construction budget and schedule for development of the Facilities, removal of existing facilities and relocation of government property, which shall be subject to the review and approval of the NPS.
3. The Foundation will develop a complete set of design plans and construction documents for development of the Facilities and associated site development, and removal of existing facilities, which shall be subject to the review and approval of the NPS.
4. The Foundation, in cooperation with the NPS, will develop a complete set of exhibit design, fabrication, and installation plans for the museum portion of the Facilities, to include the selection, conservation, and installation of artifacts to be used in the museum exhibits, which shall be subject to the review and approval of the NPS.
5. The Foundation will enter into an exhibit contract with a firm to be selected by the Foundation, subject to the review and approval of the NPS, for the conservation of selected artifacts and fabrication and installation of exhibits in the museum portion of the Facilities.
6. The Foundation, with the selected manager, will develop an annual Operations and Maintenance Plan for the Facilities, for the performance of all building programs and operations, building maintenance, building repair and custodial care, which shall be subject to the annual review and approval of the NPS.
In furtherance of the shared objectives set forth above, it is the intention of the NPS to undertake the following general responsibilities under the terms of the agreement:
1. Consult and work cooperatively with the Foundation contractors and consultants of the Foundation to facilitate the funding, design, construction, operation, and maintenance of the Facilities, and to provide technical assistance and general guidance regarding the design of the Facilities, the development of operational plans, the relationships of the Facilities to the operations of the Park, and other issues relating to its use.
2. Provide appropriate technical assistant to ensure compliance with federal stewardship responsibilities, to include planning documents and natural and cultural resources surveys and clearances.
3. Provide the Foundation with the plans, drawings and specifications for the restoration of the historic landscapes of Ziegler's Grove, that are within an agreed upon budget.
4. Enter into an agreement with the Foundation for the long-term use of NPS-occupied portions of the Facilities upon terms and conditions acceptable to the Foundation and the NPS.
Further conditions that shall be generally contained in the agreement are as follows:
1. The museum collections and other government property will remain the property of the United States and, therefore, may not be pledged as security or be subject to a lien of any kind.
2. The Facilities are not subject to foreclosure adverse to the interests of the NPS. In addition, the Facilities may not be used by the Foundation by persons or for purposes not approved by the NPS.
3. NPS will not guarantee or otherwise insure any investments made by the Foundation with respect to the Facilities. All obligations of the NPS under the agreement will be subject to the availability of appropriated funds. No increase in NPS appropriated funds shall be anticipated for purposes of construction, operation, or maintenance of the Facilities. The Foundation shall indemnify and save and hold harmless the United States with respect to the Foundation's activities under the agreement.
4. The Foundation's activities undertaken at the Facilities or related to the Facilities are subject to NPS approval, to include the selection of partners and/ or tenants. Such approval shall not be unreasonably withheld.
5. The NPS shall exercise rate approval authority for any activities occurring within Park boundaries.
6. The design and construction of the Facilities, and any future modifications or alternations, shall be subject to the prior written approval of the NPS, including building, infrastructure, landscape, and exhibit design and construction.
7. The agreement will contain appropriate provisions protecting the interests of NPS and allowing it to consider whether to approve proposed sales, assignments, or encumbrances of the Facilities and/ or the rights of the Foundation under the agreement.
8. The agreement is to contain all required affirmative action clauses and commit the Foundation and NPS to their timely and effective implementation.
By execution of this letter of intent, the NPS and the Foundation agree to proceed in good faith to further define through a public planning process the activities which will occur under the terms of the agreement and to negotiate in good faith the terms of the agreement consistent with the understandings stated in this letter of intent. It is understood and agreed that all aspects of the Kinsley proposal as submitted to NPS are subject to revision through the public planning process as described in the RFP. As also generally described in the RFP, if the process described above fails to result in a refined proposal and agreement acceptable to NPS and the Foundation, NPS may terminate the transaction in the public interest without liability and proceed to (1) negotiate an agreement with another offeror, or (2) cancel the RFP, or (3) cancel the RFP and issue a new RFP or otherwise obtain proposals for the Facilities. Materials and concepts developed by the Foundation or its agents or representatives in the course of this process, except as they may relate to confidential information of Kinsley, shall be considered as the property to the United States when submitted or presented to NPS without right of compensation. Your signature to this letter of intent also signifies the agreement of Kinsley Equities to its contents to the extent that this may be legally necessary.
Sincerely yours,
Regional Director
Agreed:
GETTYSBURG NATIONAL BATTLEFIELD MUSEUM FOUNDATION
By: ________________________
Robert A. Kinsley
President
Dated: _____________________