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Home My WebLink AboutR-89-0081eT-80-146 1/1S/89 RESOLUTION NO. Fiy"81 A RESOLUTION ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER TO REJECT THE UNIFIED DEVELOPMENT PROJECT PROPOSAL SUBMITTED BY FLAGLER LANDMARK ASSOCIATES TO THE CITY AND TO THE DEPARTMENT OF OFF-STREET PARSING ("DOSP") IN CONNECTION WITH THE PROPOSED RENOVATION AND REDEVELOPMENT OF THE GUSMAN CULTURAL CENTER/OLYMPIA BUILDING DUB TO THE NOVEMBER 16, 1986 ACTION OF THE DOSP BOARD BY WHICH THE BOARD DECIDED NOT TO PROCEED WITH THE UNIFIED DEVELOPMENT PROJECT, THUS WITHDRAWING ITS SEVENTY PERCENT COMMITMENT TO OCCUPY TENANT SPACE AND FOR PAYMENT OF 70% OF THE DEBT SERVICE OF THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION ("SSGFC") LOAN AND 70% OF THE OPERATION AND MAINTENANCE COSTS FOR THE OLYMPIA BUILDING, AND ALSO DUE TO THE UNAVAILABILITY OF ANOTHER QUALIFYING TENANT TO LEASE THE REMAINDER OF THE SPACE IN THE OLYMPIA BUILDING. WHEREAS, on July 24, 1986, the City Commission passed Motion No. 86-628 based upon the reoommendation by DOSP, authorizing and directing the City Manager to negotiate an agreement with Flagler Landmark Assooiates in oonneotion with the proposed unified redevelopment projeot and further directing the City Manager to dome baok to the City Commission with a negotiated oontraot for final approval; and WHEREAS, on July 23, 1987, the City Commission, pursuant to Resolution No. 87-732, the Commission aooepted, in principle, the proposal submitted by Flagler Landmark Assooiates for the unified redevelopment projeot and direoted and authorized the City Manager and the City Attorney to negotiate a oontraot with Flagler Landmark Assooiates in oonjunotion with DOSP and to bring the negotiated oontraot to the City Commission for its review and approval; and WHEREAS, on Deoember 10, 1987, pursuant to City Resolution No. 87-1141, the City Commission authorized the City Manager to submit an applioation to the Sunshine State Governmental CITY COMMISSION MEETING OF dAW 12 1989pp N No. c7��Q1 5 b Finanoing Commission ("SSGFC") for the purpose of negotiating a loan not to euoeed $10 million the prooeed of whioh were to be used for the purpose of the unified development projeot; and WHEREAS, on Maroh 1, 1988, the City Manager's offioe submitted an applioation to SSGFC requesting a $7-million grant for the purpose of the unified development projeot; and WHEREAS, on May 12, 1988, the City Commission passed Motion No. 88-438, approving, in prinoiple, the reoommendation of the City Manager and DOSP to authorize the renovation and redevelopment of the Gusman Cultural Center/Olympia Building, at a oost not to exoeed $8.121 million and direoting the City Manager to finalize negotiations with Flagler Landmark Assooiates, and to bring baok the negotiated agreement for Commission review and approval; and WHEREAS, said Motion No. 88-438 further authorized the City Manager to negotiate an agreement with DOSP to provide for the proportional sharing of all oosts assooiated with the operations, maintenanoe and debt servioe involved with the proposed renovation and redevelopment of the Gusman Cultural Center/Olympia Building; and WHEREAS, on May 27, 1988, the City Commission adopted Resolution No. 88-436, approving the form of a loan agreement between the City and SSGFC; and WHEREAS, on November 16, 1988, the DOSP Board adopted a motion stating that the Board found it was not finanoially prudent for DOSP to prooeed with the transaction with Flagler Landmark Assooiates and thus would not oontinue negotiations for the redevelopment of the Gusman Cultural Center/Olympia Building in connection with the unified development projeot due to finanoial restraints; and WHEREAS, in addition, the City has been unable to looate another qualified tenant to lease the remainder of the space in the Olympia Building; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: IN 8eotion 1. In a000rdanoe with the reoommeindation of the City Manager to rejeot the proposal submitted by Flagler Landmark A8000iates to the City and to the Department of Off -Street Parking ("DOSP") in oonueotion with the proposed renovation and redevelopment of the Gusman Cultural Center/Olympia Building due to the November 16, 1988 aotion of the DOSP Board by whioh the Board deoided not to prooeed with the unified development projeot, thus withdrawing its seventy peroent oommitment to 000upy tenant spaoe and to make payment of 70% of the debt servioe of the Sun hine State Governmental Finanoing Commission ("SSGFC") loan and 70% of the operation and maintenanoe oosts for the Olympia Building, and also due to the unavailability of another qualifying tenant to lease the remainder of the spaoe in the Olympia Building, the proposal submitted by Flagler Landmark Assooiates for the proposed unified development projeot for the renovation and redevelopment of the Gusman Cultural Center/Olympia Building is hereby rejeoted. PASSED AND ADOPTED this 1. 2th day of January 1989. XAVIER L. S AREZ, MAYOR ATTES NATTY BIRAI CITY CLERK - a _ PREPARED AND APPROVED BY: _ MIRIAM MAER R ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: d0 B L. FERN EZ } CI ATTORNEY 1 _ U.11 Ji ;� ✓fig i ar {• 1 �{cci' .PJ 1{ � r y (N 4 . i Al S .:frS ,r t1`$.-aF i'.et'�xc: w�irx. •.i ri 1 f .,, L: . r 1.•., i Fc..t.i _ To. Honorable Mayor and Members DATE : O G Ci " 190 FEE 1 b of the City Commission SUBJECT : Discussion Item: Gusman Cultural Center/Olympia Building Renovation Project REFERENCES FAON'e Cesar H. Odio City Manager ENcLosuREs r, cGrntFNDATION u Under the terms of the Sunshine State Governmentalof renovating t ee Gusman (SSGFC) loan obtained by the City for the purpose r Cultural Center/Olympia Building Project, the City is required to have these funds committed b June 30, 1989. In order to accomplishsthis,.itconstruction `a� yNN to, have by this date final architectural working drawing ,.J costs, estimates, and final allocation of all expenditures aor thetapienteon�the $^` prerequisite to the above is the need'by the City r use of the property that will guarantee reimbursement to the City,.... -for. a17. costs associated with the abovementioned loan. w Due to the action taken by the Department of._ Of Parking ;(DOSP�;,Board on November the action 1988, by which it established that it was ,not :financially prudent for them 19 proceed with the project (see attachment 1), the. City no } o and longer has a commitment for 70% of the debt service i n f. the SGFC on,n thelre opeation and maintenance costs for the Olympia Building. ac, has been no other tenant identified to leasosed renoe the vation- Of f the Oly (approximately 10,000 square feet) in the prop - Building. .16.4- I}ke r;+w r_I■.i scion di rect 'the -BACKfiROUNQ ,approved,;.In princip - On May 12, 1988, the,'City Commissionli 436,. the recOmmendatf n of the City Manager_ for the prop Center/olympi.a Buil;pi redevelopment of the Gusman.Cultura pillion; an "_ authorized the City., ; Me oxceed: 6,12�; . negotiations ,with FLA for, impie�entatigo ,of -the project: City COMMi ss i on ; authori zed'. the. the Ci t a Menen nt': with Sp. to g D%P ;and to bring,. back proposed Choir approval prior "to -its execution, and provia a. for Pale 1 Of 4 ..L ��, b�r Motion,;No•< ".id%'U An .A VMS s i ! 9 s _ ! A h } ! 9 _ T 1 F j y ZYp "r�krt'F Y t tKr a p��i�Li d-1 fiTk o r •and HomersHonorable May �eri of the: city: issi C t of all costs associated with the operations, abintenance, and debt. sheri ng`r�a smryice' involved in the project pursuant to the availability of a financitri� iMecianism acceptable in "ail respects to the City Commission. Ma, 27, 1988� by Resolution No. 88-486, the City Commission approved a loan y ose 0 On ythe a`cement with the SSGFC for Cultural enter/Olympias Building at., 9 renovation/redevelopment of the Gusman C cost not to exceed $6.121 million, and deleeweenethegCityand DOSp priorito Manager approve the terms of an agreement b sty# executing the loan. - s i d 1 Sinc e that time, the City Administration has met several times n with .tn pCity. `{ FLA to negotiate the "Agreements based on the YY �� CompiSSion. k sections "of On June 28, 1988, the OOSP Board approved a motion amending # 25, 1988� motion regarding the Gusman/Olympia 4", n* the Board s May renovation/redevelopment-project as follows: etin the'specific figure.Of $10.00 for maintenance: and'operatioes � a) Oel. 9 y� fees. ludin a 6ac`operating revenue increase with no additional' peters, .� b� Inc'roved9by the City Commission on June 9, 1988, instead`�of .a � rate. � t� pP increase with an addition of 500 meters per year (see attachment The motion on June 28� 1988, authorized the DO SP Administration Us d foi^ethy t • agreement 'to enable the City to borrow the SSGFC un s Gusman ' ct Cultural Center/Olya�i a Building -at n wool d renovation analyse true costs and J rfl; r M understanding that the DOSP Administration — rojections and should the costs`{including �tfootCe�SP wouldtnotsbe bound fl�j innet costs of occupancy over $23.00 Per square to enter into the proposed lease, but would remain liable to pay s70% of r _ debt service costs until such time as the loan; is either repaid•or realloceted�s t' a different use by the City Commission. 11 the DOSP Board conditioned the approval of the transaction ors4 Additiona y,eq com leted renovation of the Olympia Building being of in FLA' taro{: the . p qualify ,to the proposed renovations' 'to aNe same se "forth P The- Board stated. that.- it ,was making this''motion� in reliance of Goainission's approva1`Lof DOSP s .Five Year- Strategic an`d Finan04 �per� i9 Aw pl an,: on .June 9," :1988; whi chF., included an fhe 0 Ic As �rtment'erati s r r vi The Board oo.inted out that all of ep P, i y . Strategic and financial Operations"Plans��containedy`ainnual.'rate lcreai�e - ro ects has a WAY��iT that th Departmen't s ability to 'unde he k rate �incirea�ses bui 1t, unto G eu a predicated, on the implementation of t The Executive Diroctor Of pOSP gent �► letter d+a' previous five year plans. 9 g h Ma to .t a Cit. M$na or regarding- the 000 Boarrd's omm>I 1 yr � ux a •r N,. t $ r x ' A 4 L ry w 4 d 4 4 t kr `r �.' w•c�i .fi��L'� • 96norable Mayor and Mber of the City commission n t and also indicated that the DOSP' Board rerwe f' the $23.00 per square too is Byi gding h, night not to enter itti80 days, se for that DOSPesOren al obli ation under h3 per square foot• inclusive of the $10.00.per Board, during the nex y s the lease terms exceeded =23•� P :T square foot for operation and maintenance costs see attachment 3). q 8 1988, the City Administration met with thec ndat onto -the Board Ord Novemberl Copmi�ittee to request tonsiblehat 5for�70ktof the debt tservice of the SSGFC ,loan, 1 DOSP Board to be rasp d�o erations'and miaintenance costs for the Olympia for�assurance�`onhthe cost: an P self-imposed deadline by DOSP fact that the 180 day N p ualit of the building; limit of $23 00 per square foot leer nd randefinal pcommitment from DOSP. After was imminent, and there was no co nsiderable discussion, the consensus of the Finance Committee was to; ,fis Maintain,the original motion`. made during sits May 27 1988,.and June.28,-�988; • � DOSP Board 'meetings (see attachment2) . 1088 the City Administration me with FLA to discus 2va19 i, ar t On November 9 j .z issues `which were still unresolved and presented in the November A Trauri Hoffman, Lipoff, Rosen, and Quentel, P. •, t� letter from Greenberg, 9� tin FLA (see attachment 4). The November 2, 1988, correspondence W representing from the City in response to a .letter dated October 31, 1988, informing FLA of all the issues that needed to be resof resolved a proval (see s;f in 9 presentation of the agreements to the City Commission attachment . 5) .� which had of November 15, 1988, there were still several business issues, r� r As _ not been agreed upon by the City and FLA (see at 6, 7, 7A, 76 and 8) rr�xa . ement and H Also, there were the agreements (Leas9h d not been fulllanay negnot ate& (see Agreement) between the City and DOSP which attachments 7A and 7B). F $ By letter dated November 15, 1988 FLA submitted to DOSP a list of issues to 1988 DOSP Board meeting ..and prepared be discussed at the November 16,s"' of disagreement between FLA and the City comprehensive schedule of items (see }} attachment 9). z Administration went before the DOSP board tA_ On November 16, 1988, the City "�" :._ to request that i t reaffirm their comma tmen ti ors band maintenance ntenanCe Costs - debt service of the SSGFC 1 oar , and operations Olympia Building, The DOSP Board passed a motion determining' that' it was ilot.k financial prudent for DOSP to proceed with the project and en�Qu�r►edE4' City to review alternative means to preserve the ,Gunman Cultural•. CenM��t rr:. the Olympia Office Building (see attachment 1).� dd � + c r lk �4- f r C3 i =°'y ti7p kt j 5 t mayor and timbers i H t J' e Mi4 on+�rabl e Of the City comission and' also .indiCatt that the DOSP 8o$rd rye% r�re8:,` hht $2300 per square foot,ace in is Building .if right not to enter int the Sease for concluded that DOSPes.rennttal obligation under Board,`during the next l y per s uare foot• inclusive of the S10.o0 peg' the lease terms exceeded $Z3.00•p q - uare'foot for operation and maintenance costs (see attachment 3). sq 1988 the City Administration Met with the DosP Board Finance On November 8, , C ittee to request that this committee reaffirm their service of the�SSGFCtloane DOSP Board to be responsible for 70�c of the dy�p in 11ght of the and operations and maintenance costs eadline bor the l DOSP forlassurance on the ',cos { fact that the 180 day self-imposed d y uality of -the building lieiit of $23 00 per square foot and trinaefinal commitment from DOSP. After - was imminent, and there was no clear a considerable discussion the consensus of the Finance Committee was to he original motion made during its May 27 1988, and June.28,;1988, Maintain t DOSP,Board meetings (see attachment 2). y y City Administration me with FLA to discuss varfiotls On November 9 -�1988 the C y which` were still unresolved and presented in the November i issues Trauri Hoffman, Lipoff, Rosen, Q letter from Greenberg, g' The November 2 1988, correspondence was;' in representing FLA (see attachment 4).. , to a .letter dated October 31, 1981 , from the City Adm�crs to ttha in response �; informing. FLA of all the issues that needed to be resolve p roval (see presentation of the agreements to the City Commission for app attachment 5) As of NO 15, 1988, there were still several business issues, which had x£ t been agreed upon by the City and FLA (see attachments7,and and Y no 9 Also, there were the agreements (Lease Agreement anManagement Agreement) between the City and DOSP which had not been fully negotiated {see attachments 7A and 76). By letter dated November 15, 1988 FLA submitted to DOW a list of issues to 4 bediscussed at the November 16, 1986, DOW Board meeting.�and prepared n C v comprehensive schedule of items of disagreement between FLA and the City (seep attachment 9). G n November 16, 1988, the City Administration went before the DOSP Board to<� O request that it reaffirm their commitment to be responsible for 70� - of t#e debt service of the SS GFC loan and operations and maintenance -costs for kh+e � Olympia Building. The DOSP Board' passed a motion date iandtencourwas anciall prudent for DOSP to proceed with the prod 3 ,xt r fin y City to review alternative means to preserve the Gusmao Cuti:ur►1D` ;, Office Building (see attachment. 1)• &,tr the Ol y lY�'� � M1 i A }in+bPebeoan141106 v kt u r s t l xta�s ti s yonsr�i si olf °r'� M1 c 7i -i t t a'r5yy,r,S' .f the-city^ f:..,the City Coissio n 'concurs .,with the City . Administration's rechc nddat 'On' not . to . proceed wi th thLb`hegotia t� ti on to coomea backGSwi with grecommendat ohs' for '- IF instructs" the City Admims • of the funds for another project the;real location n1�'the SSGFC funds, this would have to be confirmed by SSG nce the finaI decision on the reallocation roved. by very if the Cit Commission decides to return,' aust._be app them. Howe the, SSGFC the funds for , a Ioan`.proceeds, the City should ho d thus far with this prWect5:. in order to recover expenses associate ossible� together with FLA's commitment to the City at the May`19, 1-fo h-is action that it would indemnify the City and reimburse it for: City,Commission_ meeting closin costs in connection with the,SSGFC loafs uancetCostsebf` _.certain, loan 9 t, if the project was not to go through should covert e the,loan. 4 ln..;.addtion' DOSP has spent 5113� 660 for. which they'., are claiming , r eiursement, by the City. However, DOSP. agreed to -remain liable to 'pay�U of 'the `debt '"service costs (net "of earn in s) unt 1. such time a' the `SSGFC' oan t gg the Cit Commissionf 5 r:was ether repaid; or ,reallocated to a different use by Y x attachment 2 v n rX s i �r� �t'�'v,14• .�., + 1XS'i' �M . -r c AT��'�C� v a• L Ir w t x td 7 ^y? aR $j'. � :`- '• .:. ti # e7^, �' } r �. t , k r z I i ? ,�. i L + t�' `'4or' It if ro W. stated that the Boaird is responding to the City's letter of November 15 1M requesting staff to readdress the $23.00 per square foot rental cap and the ''Triple "A" building requirement since the City will not ` assume any additional risks. Based on those considerations, it is not finaaoiaily prudent for the Department to proceed with the transaction. Mrs. y Smith ` stated that If the City executed the loan agreement with the r; understanding' that the Department of Off -Street Parking . would commit to 70 a percent of the debt service, there may be legal ramifications or damages for Which the Department could be responsible. ' Mr. Weaver responded that the intent has always been that the Department` max had IM -days to make the transaction work, after which time a final decision would be made. Further, the Board's decision not to continue with the negotiations with Flbglar Landmark Associates for the redevelopment of the',3 Gusman/Olympia Building due to financial restraints,• gives the City the opportunity .to decide whether they wish to proceed with a .transaction with,,` Flsgl,er Landmark . Associates or terminate the transaction. rr p 'd • �� the a ash Baaed� 4r4 3fiQut. ' A the tw ,.the�, � by _AssMaat City Mao�e SergioRGCh grass dead NOvrbel Ib, IM .,to;. the Direabor Off, Qg stz 0 P% wall >ts, the Cash . in • which the Dipaoel�eart , aDais itseY,. the Bairddaisessioed that; •it is not �� n me Mil to 4ftthe: � ire , the Baird enao�a�ages the*; t0 Z!•iai1R alb�alsth �eaOf to pl�eClre GYan Coibotai Ceuta and the Olyapla OiylOe'. ` ��V B %<; t + _ Qpon being ae00ndeli by Dr. Pasil�Oa, tea OIOtiOd was :una?i� apphOved. ,f X I, Susan � J. Baoai; as F.x�cutiw Secretary to tb Off-street Parking Boars! -- of- the ,City "ot Miami, do herlby certify that the aboveoti :regarding •::, s; �Y FlsgLar I�aadlasrk AssQa#atas paropoaai , for a . UDPgvelop�psnt of ; Gust„ { canter and Olympia: Building mega during _ E Ithe Noveuab4r lf, ,1888 �tf 8treat . Parking Board` me�ting: is tri end correct. x tie M J ► �.1 �,lIRR��r* 1i5 �ti ..a +• '1"+r.cP:i- t'3ij" iY.-} /!wfiS• 06r, MOM �� }, } ai rasa. d y.3-t'' e ..;.a j✓j ,i .ir+k t:2 "t`'4`.ia<,T. k� �j E° .'a'}"i w-• ..ter - + , i ,t t .z, u•'+ 1. t IAr' R' Ny..+e, tkFr '^s.' X4 t�a`Ew Ora° . ue.vV'T Y- r`t ''r ,+r•a` �`: c.�+'rc 'Y,'J ''r 3+`Ity"lsk't �x r'� V"Q �. t.,r 2 41• ff i, S H . +� - � S .l � s k Aa i �; Mt ?_ UUY K fay is r I-- _,.i•,.Iul,..-``�'_3+.Ss?,F:'''?l,�.h3z:trk ak'_..4�. r._._x�a.s.':ca:< 31•+ir' _ - TACHmawT .2 . Mit. DQAra noted that this was the City'$ first variable rate financing instrument. Hr. Sorts asked hoer sensitive the variable gate As. Mr. Mostalbano stated that the City has the tight to ohm" at any point in tine (within 30 days) to a filed rats. Mr. Sorts stated' that he does not haws a eooensm with the variable. Mr. Weaveir asked if the Board agreed to proceed forward with tha prejest at a $U.00 pee square foot rate would that be suffieiont fro, a legal pout of vier to test the test of Intent to pseeeed with the project. no. Meer ratinded the Board that the figures that have been aofleated Ia the past have been is the range of $26.00 to $27.00 per square . foot emd wandered if it mmld be reassemble to reduce it to $23 pot square foot. Mr. Weaver stated that the Deepartosnt would be reopaasible for 70% of the loam but if the project is ewer $23.00 per square foot the Oepartaset shay not be able to go toward with the project. Mr. Morhafa stated that the $27.00 figure was dommoised to $23.00 per square foot because the loan count decreased from $7.2 million to $6.65 tilllan. Its. Mocha" referred to lltarnative F4 (Rental Required By the City and Dapastment) where projections have been eosted act in relation to costs and revenues associated with the building and the Theater. The defIrAt, whi" would be comaidered as rent to the Depastsent and the City, is appaosimatelp $22.00 per square That or $7669782 (this includes Operations and Maintenance costs but not tfetssan). Mr. Weaver made a erection that the 019 mat•ast ansaste ern �graasast to enable the City is bmm the so■shfae state lions Pool fe~da for the Olympia Building r.devalopmsat psojeezt With the amdesstaediag that the awl has to analyse true costs and projectiaos cad should the east smalysis (Including $10.00 per square foot for aesistasssos and .1 0 Stier) result is art casts of oeaeupsmey veer ;?.t.00 pee setuata foot, the Dapastsaat would not be basmd to mter into the proposed Isms bat Would xamstar limblee to pat 70S of tie debt serr m costs (W* of eand"sf) mail am & tfta ss the lose ens either supafd one sesllosatted m a differmt we be- tka, City Coaaefsst+oo. Mr. reeves s antles amditlatad the apprwal of tea trasectfom es the eteasrleted semioVatiom of the 01"" Bnildin0 baftp• of at - let equal quality is the proposed raaeaieratie�us to ear set forth fs the Oavalopmr s proposal. ltr. Wisyss stated Oft be Wan moUft this Ifottm fa raliaere on tie City Ca■mdssiatn's flog —1 of glee • • Five Yeats Pw stratogft ad Flade ial Opetaticatf Plan on Jatoary 149 x° 1988, which fmaluded a■■mal rate facto ses of 4 peseait VIM m additfas of 300 motems per 794r. ter. Weaves = podsRad aft that ale of the Oa grwfos Five Tier itrate s" and Ftageow Opearatfarm Pima eza aatu" r■ts1 sat• finessm�' aid O ter additf+ees a■d tot the s ability t4 COMm ity PsojW" Was ,= x astitsI F ps+eedlastsd ens tie eef the sate iaassres IF~ aadttlar built into aaeh p cwwm �s _ Hand ft.� Ulm •Five TOW lias. qP= beft seemieded by 1 a n t Y Sorts asked her long. the developer world require to �_ prepare s prssmtesi merits oaartsse tfea cost figure is ' Me. dorhals indicated that this would be laata),y sir (f) matt w. • Jlr. Weaver added that if' thee- suetsamtNd _ M y w 5 w �_, xYi '� • r f { rf City unless the Board removes the $23.00 per square foot limitation. He stated that his presentation was rarely to sunset creative ways for the Board to meet their objectives without being specific as to a dollar figure. Mr. Cardenas added that another reasam he favored removal of the $23.00 psi square foot cap was that from the cutest of the project it was apparent that $2.3.00 was not clear. She Department is not paying 100 percent for rentable space because the $23.00 figure includes other factors such as Improvement of common elements and the Gusman Theater. Mr. Weaver stated that than additional factors can not affect the Board's decision. Mr. Weaver asked why there was a problem with the $23.00 per square foot fignra as this was the number provided by Flaglor Landmark Associates. Mr. Cardenas commented that the $23.00 figure is not the figure represented by Flaglar Landmark Associatas. The City Us calculated a $10.00 per square foot operational and maintenance cost and Flagler Laodoark Associates had calculated only a $6.00 fee. Therefore Flagler Landmark Associates projected a $19.00 per square foot rate. Mr. Weaver asked if Flagler Landmark Associates would be more comfortable if the operating and maintenance fee was slightly decreased. Mr. Cardenas agreed that a lower figure in operational and maintenance fees would be beneficial. He indicated that tha City Commission is clear that although they understand the Department's limitation, they do not want to be responsible for more than 30 percent of the debt service obligation, including operations. Mr. Weaver asked Mr. Cardenas if he would agrae with the Board amending the May 239 1988 motion to eliminate the $10.00 per square foot saiatenanee and operations fee but leave the $23.00 per square foot rental figurs as is. Mr. Cardenas agreed and suggested that the four percent (4%) operating revenue increase listed in the motion also be amended to six percent (6%) (as approved by the City Commission) and eliminate the 500 additional meters. Mr. Ysaver ride a motion amending twe sections; of the Off•Streat Paskiag Board's Mat 239 19ti motion repsdiag the Aesmsm/Olympia Hdesslopmemt Project an foLumm: o Delete the specific figure of $10.00 for malmtmms■wae and operations fees. o Iacltde a 6Z operating mane Increase vita a additional eaters as approved by . the City Cammimmio m on Js m, 9, 19859 Iastsad of a 4% rate increase with an addition of 500 meters per rear. The motion Is stated as follows: The Dspart■rt is ameboeimad to ancste an Agsssmemt to enmbls the City to borrow the 2MUM a State foods to be umed fbr the Olympia Building rsdevelo. -1 Project with the aideasta-Ung that tie still it to amalyms tsmw costs and projeetisms mend aioold the east (imelsd SIS ..ist.mamo. mend apssmti�mmm) rawlt In art am" of ooempamay over j2B.00 Par mgmass fence the was" ant be boemd to enter Is"tis Peopomed Pew but somld xam in liable to pet 70% of the debt merviee ousts mmtil amok tine as taws lam wan sitter repaid or reallocaW to a diffirmmt we by tit OUT • dr. vww 'a mmaian aows(itioritim exame" ad tiws► taMowimtlen oa• dw mmPla"A smmwueian of tte 01714" Daildiat haft od 0 leset Mil mitt to t" rawand ' l eoaas141 W to acme .3_ ,,':.e_..e - ;h.. _ k' .F, u.?M::.aF:'r i,. ....i:..}tih—ea�,,•8.:xitii%. 5t�"F '�'.--a�+�i �.h-�.� 11 . 2. sort forth in the Developera proposal. Mr. weaver slated that he Mae making this !lotion in reliance on the City Cosmissi,am's approval of the MWE-8.m■—ills live Year gt:atesit and Fiaassial Operations Plan an Jane 9, 1968" wrieh inclmded amwmal operating revemme increases of 62. Mr. Weaver pointed net that all of the Depastrestt's ptevioss Fires Yeas Strategic and Fiaaoeial opesati+oam Plan Contained - ammmal rate 3ncreaw amd that the Departmme-Is ability to modeetate commmalty prejeets rims always .- dicated on the impleses-atlas of the rate isnreasem bsilt onto seek provioas Five Year Plains. ODaa being seconded by Mr. Seats, this mecum ter rinanlmewsly approiad. Mr. Elbert Waters representing the City of Hisao Planning Department informed the Board that the deadline for smbmission of items for the July 161, 1988 City Commissioa agenda is June 29, 1988 and requested that the motion be wide available to the City as soon as possible in order to meet the deadline. He also asked if the developer agreements Mould be presented at the July 169 1968 City Commission meeting. Mr. Goldfarb stated that the developer's agreement was a separate issue and there was needed additional negotiating with the City, the Department of Off -Street Parking and the developer. Mr. Cardenas stated that his preference is that the Intarlocal Agreement with Flagler Landmark Associates, the City and the Depastmant be presented to the City Commission during their September meeting. Mr. Waters indicated that the City has received the proceeds from the Sunshine State Loam Pool and payment will begin June 30th. Mr. Goldfarb stated that the interest that the City will receive an the money will offset the interest paid. and foresaw no problems in delaying the approval of an Interlocal Agreement for one month. Mr. Cardenas stated that negotiations will continue during the next few weeks with closure in mid -August.- in order for the project to be submitted to the City Commission in September. Mr. Waters stated that he will present the Board's amended motion to the City. The Chairman explained that the Department's Five Year Strategic and Financial Operations Plan (Five Year Plan) was presented to the City for discussion and approval at FIVE YEAR STRATEGIC AND FINANCIAL. OPERATIONS PLAN the June 9, 1986 meeting. Also presented to the City Motion made that the Commission were the Dapartaentin Fiscal Year 86/89 Budgets deliberations of the (Department of Off -Street Parking, G & 0 Enterprise Fund, City Commission during and World Trade Center and Downtown Governmsstt Center June 9, 1988, should be garages), the Sate Ordinsaco, and the proposed Charter incorporated in the Amendwata regarding the Off -Street Parking Board and !Minutes of the June 28. Legal Counsel. is noted that the June 9, 1988 City 1988 Off -Street Parking Commission msetlag was attended by a amber of Board Board Meeting. wsmbess and Department staff. MOTI0N: Harts The Chairman continued that during the meeting, the SECONDED: Wieavw Commission deferred approval of the Department's Fiscal ADOPTED: Qnaa#,soosLY Year 88/89 Bsiosts•ssg31 July, but did discuss and approve the Five Yeas Stsmtagia and Flamm"" atime Plan. M a nnit of the My's disemssim with DrpsttMot' of Off-street Parking representatl*wt the Chairmen regwated -4- i`✓ Y q51 k rxP J ATTACHMNUir 3 46 t Le` } Way 25, lily yy • Odle Mrp Commaw / City ty @Q; 0.i 't ��s /Vag.. at M&MMI35W Pon, Amerfeen Drive Mumir Florida 33133 - Y LY.. `N RE: FLAGLEIR LANDMAM ASSOCIATES L b'; Dear Cesar: r. kr I enclose an Agreement bstMssa the City of 1rLiami and the Department at Off -Street Parking which I have executed at the request of the Off -Street t es that the Dspsrhssat of Off -Scree Parking Board....: The A�retaien provides Parking will Jess appa-.. at uy 250000 square fast of space in the renovated Olympia Building for rant calculated an the basis of of the aggregate of 1 �a (1) debt service an the Sunshine State Lcaa, plus (11) operating sad mahttanaaon expenses of the Olympia Building. Also enalos d 10 a m'py of the Motion passed today by the Off -Street Parking Board authorising my exeeatiou of the encloeed agreameat. The Board passed the enclosed Notion and me to execute the ` enclosed Agreement in reliaaoe an the City a approval of the Ftnandal Opentioos Plea an Jaanary 149 ` } g Department's Fide Year Strategic and >99d Mh1Qh far foot peroent (A) am lust rater imcesses plus sit, #li 4;j6e provides add"legal 500 meters (or their income equivalent) per t U=o As you knew h � all of the prevbw Five Year Plans which were approved by the CnY . Coisndsafoa co otaioed psopossd rate hm�es and meter additions in order .to k the ID I P - W sent to undertake the a enable parking needs at the City. ♦: t xx - pigs" note that the enclosed >I zon state that the Board has reserved the right to not safer into ' the lases fce space in the Olympia Building If the t x Board should, during the next IN days, oenctude that the Depart Mat of _- Off-StMW Pariftg's rectal obligation under the lease terAs shalt $23.00 per squats foot (inclusive of 3io per squars That toe 'vPa'�tious It laths Bosswe iotentlon that ff such srsa shalt nano, ar rt, - riatiaoaaaa). the Dspartssat would remain liable for MS at debt anYbe m the =5 Lose Mtn such tLse as the proceeds of the Zoo are either repaid tv lbs. F r , � Srm hive She Loan Cc®mission or s►ealloe�sied by the City c mmissbat'' s -derstauds that (1) it the loprod ends asotder psvjeat. Wis Bawd iartbwan we either repaid or by the My Coesaisaiao, &M serviceoa age hoes eW be a nbft l ssoant as a result of asbit eesamis, i now psooaeds are soeilaoatad to a DaparUeant at Oil-Sb net Paslclag. , y K y* M�h ��, .: ?4 ,., is .. ,..•. z. .. �,. .,. x „ #+�., . a,.�, t_w..t-L z',.....,�1!'i: 1yn..,�-\4,kt,'t�%h�G��S„3.�r c'R� i • e., J2 Y=7 Mips Dh4mAw D�ipartassnt of 'off -aft Parldne Att. and ,. S KM `+.F �,* Wk'1Y� S4�.i 3• {7�"Www�.� t } iiasorabis ChRivan and Msmtieft , of f6r ' O!f•StrMet Parlt3eit�� ►os�id� �' '� . Carlos Gareb, . Dkgetw of Flumum; ` MY of tilaml uIrim 1 Is go, Assistant City A1109Oy , Jobn pear m r Rob Goldfarb z y T ry • r�i r� t � ♦ ' l � .- ,as 3d.w rk ks 5�n s s J ^� 'ids � 's. �„�, �.i. � ._, x �-. i : Y f' �" r- 4,,,,� yrir�� *,'7y 5,��'.r� at`�'S ,,s�F� {�"• s" �cs r * - - t ri+ . _{ J a • � � ! ? „s{asc �` :.P \ �}�F�`H'4j�� h.x �+�4� hY r `' ¢ �'i' as'i��y d aY - f �C p *. .. pmki®# wwald probable bi liablr id!' 1[ Ot t tharaot, Ou) 9 i ..L d6 an tad to a pfros.at t t at .�. -street Varkiog is not involvaid, the Tent at Ott -strait 1 "kint votld not be liable for 1-mot at air part thataot. and (iv) it the re"m prior, to the ammwnt 'at 10e000 Nsneel an the vestment that... beecating vqwd to the aa�ta hmm" d !a oo�inaotiea Depart not be _ to pall an dam• with , tho nt va Ahn V. bip�rtit�nt at : OiY• 66it- Parking h - - - Att • _ .. rt� icPni S� v"i+� „ � as• 'Hon ab�r and Membres of tla City • K' H000nbl� Chah rug and Muobbrs. o! he"Otl-StrNt Psrkidg- asios tisreia, : Diraato�' of Finsnot ' City of l�timd r y MirLuA MNr, Aasiataat City Attozeay .�`. x : "John paasaou3s� Rob Goldfarb •,: t • {' rhss rot ".k D � �"t -, 1'` z5 f � tr+i x �ifYMt L �.�'.-. � ' a;� .l 4` i 'r � a f yi..dI � . 4u si `�`i��,�'� w,�:_ 'dS� r�r„yl,.� 3 ��`�.✓�7 .h �i��"d � 3- _ ' t, } 7 • �..• .p 4x caur 4'�J ;»r `>�r''5.+`"v `"�`i't .tS-'.x'�r .'�.',}r��3�,�.'�aN"5, - s3. RE R �i ' r ATTAC ..[fret• • a*aqN ALAN S. Benoit to geenefto• LI� 1 [��Npi:�.l• w rtf•NA00 Q ALO•Ie0 off eft a. 4e\ewaw swe"n .0. MMM" h _ ate L. A%VAIDti Sweve" M. OOLOfM1T» ou" a MAeA e�� •►1 g � Llooa \t a...e•ew�s W"QPN O. 40afe/N NAwaaALL gl e.artwN.eA \�(�y �2 F�o►►" f ;. glvOOLh• r •e•BON uwwtNt:t a. /fOwbow areaso O tl[r[wstr 61"wrLi. Avenue •togll L e••s» f*A"bftw e. *an$C'l• •Let•* s eYawreL »talltl, rLOtIOA allyf .lKae a !fast BIAI/Nf outtwetea JOtL •tlNarflN tKae»ONti , •eto• to �oVN4AeTtN »tLVIw O W. a0welo a•w•em LJ glt/ww. MNl•n (sOe1.1�•bl00 rr: nQpAN J. a[Nrpwa e0*awT L. tllOaaM•v wla fK/few £ ' tOItaTANCt ». wleetw awalit+we flOS) 8=3•60 LIaA J. fcMtw VetatN I•. rtwNANOtt ,we=ts wlvepw TtLtK 00•3414 M•gla a gLCdV \Isa A. »leofrM afMNaTM a. eQa/a/a0� ttLeCOwr �osi si�•asls ,4- aON•.O� f eAlTp maNNaTft G aeler»aN ss--. rgo•lr.K g. fglOOAN JA LAeet.i. MOrlMaN t•.C»OLAa eOC1IMt\l. _ ,;ra glY•T t•vtGN a•ANCaa O .I�w[wti N� \ • %ftICA J•Jti �" p STtVO ouLLOCK wernt fALe aLAN W. etlawlea attar •AL» RAOA O/IICt »AQI/IN a. glpa[N gloater a fuw\lN7T0N LGIN IS. m/LM M1 1110WIe A. t•osfewew» "be A IST04%,"" AVCNYa ♦: awn so aLa[MO e. CAegewaa rwcm r It ale» MwA►a a. e0�[I/e•eTYM l•taT 1•La teAet4 rLOejY 096" ..ILLLI' J. 9Aa490 612W."J af{Awtt Bowe L. glOta �a011 tes•NM '>'u_ eMwaN a elltee► 01010t0 A LANOT ALotN t. dwooL•» Tbatee•IAOyf Ns•Mglt,. quo » coot &"N S. Lam Ill fyaeT' o. f•VL aaMe•L\ a• tame+► eAef A. LOYINfOII CLNrpea A Scte lLl•aN gloom » caft-pre ». U10vw MawLtNg w. a/LVtwwaM ... a•OMraN OM/Oi *&" a6 e. C&C•RO i a\ 0 s. ►OWutT fTWglf » sw Ifle see taaf a•lomea Swum" • ateve tlN y' puce a. fs .a OUA ILLO JLIaN 1 4~-CLotion" •ati\af w. arOLelCm raw uawocooaLar lbel.etl oifeA e� Ka[AT • �K CJ•sf/LL0 vANC7 Llf•Ka•C.Q/aON OaVaa �. torrNtfa .L•r • C/r/f.10 aft" a. »aCOCNOUB» �auN• • aTtl•l[Naa•1 IiOa} Tefl•Oi00 r, s j �YCI• • @^""CWTV $"mom 1 MAC"" "V.a J. Taff" rtLfa/•d1eON 1N.Wf y F C•aae►ta •C faith. fee 1Nea" L• »ANN LAW" �• rwewaa 7r5 auaaN 0. EMT 0118010.0 wae•w/ti•/+eaoa elvaLaa r Toilet! !LNAt N !aVC��I r01 009L O wito AOaaw*» TwaYll"I watleN6 *"MGT Nef glOaaw• J f•ll0•t•N - JYa/1 JI MaTaL, Js ♦tweOLO A • IBM .. _.. , sseat•* a *&Met wgLla•t ice NOAI►.f7a Lolfen M. woL► (305) 579"O"16Z .•p..se a. aae•[Tt iON.r f »tlsecw *�w�?1•• a •.as - te•aN Is Bass-, LQule a »001FIF9164 . Je. Ali AaPLx TOt x i er !• •1...[a•olt.N A\l4lo » »OwAL[a tar a sigmas - MIAMf'Of IIC! •.t►.AegJ 4lJat0 "144"L Oaw•gN Law•t•tt aOQOraKT Ne[OtA A. Owa�lO t&CsEAoW ». Wet"I•at1•so1 �• WE a. i HAND DELIVERY November a, 1988 ' W ram• Mr. Sergio Rodriquez Assistant City Manager r 7x City of Miami ' yr7 3500 pan. A� rican Or We • s �7_ Miami, Florida 33233 �• '� Ras Flagler Landmark Associates - R4hovati+on`'o! Gasman Center and Olvmoia 8uiiding. ` r - rjsar Mr. Rodriquez: This is in response. to your letter to me of October You are : correct as, stated in your that we V representatives .' of the , City and D=V . ane� .: hr septsmb•r , Z8, 1*8e. We were told It t . at that nus at k finalI y be given that CitY's and . DOSP�a spuvi�aa �a recovnwd 9e1' to., tde, proposed ds tea khd t ft, Lion;= Mhiol .:bra a+�d been %"tiAq ►►_' air s r'al we as tsd-•vitn•• w-1#sC"'o M , to �in#a.ly r �►+� ov+a#r.. advised-1 all. f„ ian!'r�ratiOn :?rresw tbn.1t. i#1 sr,,etd isau : f to .'the '..Pj ;% OVX =Q .. '�► '%AV li; xk Y..4 �'p,� firth ,d''P Paz c SA357 4x ✓t''r.A) ' i aieiii it_i"aft t, $)4q.x�s t roc zt r x s ° f =� , 7 P r e t ..-, t r ti n sa^-a`%a''- n x r 3 yIow manner that a: decision concerning: these news ,issues raaoheo 2 tin�ily`y rec�►ir sd the ast: of;; th 9 `inloYma on* about "doiobei� ' 17, 1988,"and,'; at 'that tm•rva 'b arrenoe �J an lor, a meeting o! all at, 'the ` pardon. involved ithich -,took;_ plates mp< o!lice on Noveab�r i; 198a. lit this meutin f, my: alirtsf oxpressid P ' thair ' surpriro and disc ' intment than riqu+sste sd+ch extensive n[oditioations ;to the negotiated'- "transaationis boon made' by 'the `City at' the, 9eptar 78,- 1488 metiizq. »o withstanding this -din' we are herewith responding' these: io regtiesta as tolioMs: : j.:� Tlta ' City had ' retjuested that,,,,the city not , pay igo ri,�u " costs associated Stith „the projoat, ;. including" architscti.e +m untih constraotion coiasenoe:. _z'his'" is `'unaecaotabie. Ail. "Cos o! the psojoot must be diaburiag as , �,ncurrea a; ,�ann�ar� with 'proaodus-ia that are gano=aily .accoptsd in la-vcohstru industry. Tha city, ' "regaostid tit Otte dewaiop assusa tb o! bei»q responsible !or and" paYinq the' :ir ito� t � s ldos 'and a other` costs-�' inatirred in cannection with the pro ject - in 'the en► the cost !or the project in accosdence. s+itlx..: the exceeds' the�.;,;tota :plays sty,.Al M o or, a n e a ed: et- to {b 34. s r !oe _ e said . nsoun a acre eo we can P no basis o!: laat to avtpport , s r, requ has a -read Y negotiated the arahiteet��e ! oot+n : e rote; 3�D8.> =The or iteet will aq�n , ss pr'rn► Qualy 't 4antract Ito` dasl a rojeat 'thA*.h ba construatsd aitht °' btuq+at oppproved by eri G.Y .` cosslon:: This' :develoi�r -aT`ra i lY� °wi13 a�gt cop, ais build; . pro oat V11 tmwith , oonab rr �'rs"+� •: a'a+.� ".r'�� `•"t�d. �f �� x ,ta,aKp ra iX w' *'fie j 0; 9 - `` 1 F A! �13 r i sue: 40 1► th . ate negotist,.�ui, :: to A 49 WON t' `v T 91 .6C - r w , k k i #4 r 40 +ri i i lyi /: 3� • t•► ii i•' i i!. i jr c ' i 1 } X µ2 Y +'S'�3. yak y:5'yJy�'l,]G trtr..'S+�cgio itosrigttis nJy November 2, il�ilR ,f.0 „ Page ', ` �# `'�a 'N Y` G s find no basis ,.Of=fact or authority that would.parmit a .reduction of the developers fee that was recommended by the.City staff and approved by the City Commission. since many of the costs tM#. have been or will be actually incurred',in connection With'tho`. r4 project have been deleted from the budgat.and are actually being' paid by the developer, not only is there no "'double dippinq�' in the developer0s-fee, as charged by the City and DOSP but .thers is actually "'negative dippingw. yw 1, Y In addition to the above major now issues that were raised y` at the September'28, 1988 meeting, the following. is a list of f' other loss major new issues that were also raised by the City. and f OOSP:'_° at :said - meeting, ", with- our responses:' w; i.. The, City, requested that. a standard for the tenant tf' improvsmenta :to : be made ''to the olympia Building ;be more .specili-ri Gaily':identitied...by...the developer agreeing that such improvetitonts =3 Will be similar to another existing building to bw designated by 5 the developer.:in the final doeamentstion. We have no objection s x} to this., request. �a 2 • The City requested a breakdown of the components of T. the "other costs• category of the budget. Although I have" beat �r advised by James. Beauchamp that this information has previously.: t} 10 been provided, he will provide the same to you again. 3. The City requested a schedule of the timing of thsEqit preparation of the plans and the construction of the improve-};:, maants. We have previously circulated on several occasions a Gvgan Theatre Olympia Building Preliminary Project a copy of which is enclosed,_ which shows, among other the preparation of the plans will take appr'-• ro = months and that construction will take aapprcxi .--a - 4e The City requested asbestos testing = Although asbestos testtnq is of a .spoaial !.;-.ad na v7ure and tht } fore not included in the -budget, the d *014L.uperoertai .Y s wilding to srrango for an &PPrOP3Ziate =irm to � r . palord with the cost of the sa�mi to be added' to the axist#.ng budget. we oVe as wiehave ;been, ro4., willing .end able `ta► with the 1s l.'t3ot�tt, o! the : soapgttatlos in aide th r +�o � otn '"that hits been.:.ne0ftiat�md' ov4r.. 1mt • page it 's y +1t►lPh tsb :NOW4. to and aFpr fed 4r N r 1 �' S�ria� �!�:. x.•r :f i'$q� . "'� a _ i# 00+"ns �� 5,.�•�{.6q��: d'y��OA.�' F+%l' ,y�, ."��\�Yi.iC�``�"9 �r��: �.5�'t � ^°'i. Sl��'V"i! a. is-:.'� i ie' hr'M..• O 'T '-, _ {�4;'ry1 RStiwSSA p�' f � y9.�o4_`,�{[ $#r .' yFyyyy,, },1��+ inn 5 ir* F37 5. i'? S rH} 4 1 LV +✓ �%f Y'10�'iIt^'p. .. .'.�'4vwfi'^-0- t . ` a .� r^•. i �'.'" } i+' 'k iLc � }h�fW1L� {P t� 5 ,L.A' Ito '`i hyt k, Z. -rY rear r ' JBRROLD , A.. WXS .•: , ,,,- W1 4sea Ena. ec: G.. Miriaw MasiC, Assistant `City �,ttos-soy ' (w/sncl. ) Robert Goldfarb. Esq. (w/encl) John ttivena, Executive Director, Department of off strut parkinq (v/tnal: j Jas�s 1! O Beauchamp Jaime Scroll i �wk „ Arthur Hill z Alberto R. Cardenas,, Esq. JI AR v �t - a � t-'' � Y { ,� +,. .d7• �a'A'sJ�d�3Y''rfiS'.� �r i 'ry i� *Y' £naJt ��._- -- W "T - g�� I � . '0~ 0 "M 0006 fr. MLbbeft oeoio U. "VASi ! Ww 0 ►" i1 *"& 0. oiuifi&O"" MGM 0. *WOflo I'm& I sesseM aLew 0" iAiMihMf 0 011o"im. d1b. 0.bYAw sw� M w. CrwetM�i slow INS 41 *pies*• twit 16. Go" gape"& O earm olifle Y. OOMMIFf �. 60%Aw<0 OOoiw O. M.AOWM MO �Lse«• • oa eisM& a.wM • s1Ye«e W.90B As ael/wr M. (OW*K '1 mei "a � ass"&" G. sa,wwe" oom M. sawf a"" ". OM.M."Am MT ik*M 6. eOLf) r even e. OOriYAn silt Y. sie`bsll�tM dOOai�l i. OOLiii�'el>i �s�.MeMee il. OwisM wft"*� M. Oft"oawb 006N'P L $0148 Mw aioom Y.weMMMMoat sawlli'M & "or""* "alines e,.lwi8m a Yaw"" M&A 1 evWe J. NM�NT2 view eM a. IANOT ONk t La1r1Mba I 11604M1 M. YaOMM • eiWLSO IL AAMPOaT rWAM.w. UPjW T "Amew LvwMA-CO W sates e. "A488100jeM a- W IV. Yil1Mi ANW wow 1. mum .00" a YMsaw .INMM J. MtiTO`.lw. sw '400" tT. YeTles wpm w...oMTeLLo..lw .MAW 4 O'OwKM wesaosa a emus Mr. Sergio Rodrigues Assistant City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 i�`•�....pepw gleam.... w Nkme ik AvrWaO A. Maam �iMoe IL Some +faMllrl'M IL llsslw"M MMYii � AOOIfIiNae MAN 0. 11160 fM i. 0 it 48"O 0. 606600aw" halo ! RUNOWwl "age" M. aY11me" YiMLalle M. @&vow s" eTlww M. MMeA MbLLT 0. $000"2M some serme" 4."" M• ovapMa"S" oiwl0.1. Taft" LMNMM M. TMaYMo OWMLM V. Team* meow M. TI "We .laMwaLs L WNW tsw's► a «e &SOY e. tl..W WAM" T Y. WW6N iM"EeN A Ylitlii �i'il� tbfi bEflLf. •f�itllltft MuYl. ViAwbs s i'p,e/wli�liee �MM �� e�i�etoe eb note ess•rNM e0•ifM qft~v tee! i!i•f`y" �i o•bi ir•Y o�IM� a • � MM11lYe i �iE ew MMW �M. /LM10M ifOiM ' 1�0l1M!•� - , Mi M10'rl Oisy.OW1 •'s swsome 40 a flair 600► G ow M OOULOVA s i Oldie w0 rOwT urseln.Ls. 0%408" sea" *00110s•b�0i! +YsssM�flOMSM•r,t y. .ram '4 wwnwa SNOW no F- 3 (303) 57"762 4; "am e+p 011e8 s, tix: November 39 1988' S ti Re: Flagler Landmark Associates/Renovation of Gusman Center and Olympia Building v, Dear. Mr. Rodrigues Enclosed is a breakdown of the other costs category of the budget,as you requested. Sincerely, i i": L —� Owl. ; cc: Alberto R. Card*=$* Esq. f_ " ? Robert Goldfarb, Esq. Arthur Bill Jaimi Borelli s' Jars B.D. Beauchamp Miriam Rear, Esq s e City Attorney r t �r John Muivena Department of Off -Street Parking ,;4 ✓2.q, .�T R .7 "'1'y3 1• ? fit `d'.F��,M1"A6 t ..l'.`%3+�-'�.'xMt>e�=` } 7+ tS � •' 1 t ra y s 1` r t .f F. �in£� o-r �� $5a,.1 �.�y'#y, �.�, Y`7' o-r �, f :e+ J , 1 � t i ^r -z a .i��v ;.a �• �' r- � d h r a 1t �",.d tee,•-' �. r +.x ° v..� 2Fr�s ki �` r iPS q� � t `�i. �� t l �, -� i. t '� � z s :i ? �� i s r � T' �t s: i i4 i� �i- ^Lr C•�§€''d�x .� .�... .'� WAN y tix. * �d i- � '� �� 5 q Fs 4. i✓ lose e J� t w, �'eepe�arir ,lisllt ties • '. i0 000 r r� 1 'Padre` r • 2S x 021dair x Jo me* • • • =pKt`00d ,i CN personnel 4S.0000 chat On PAaae. 00, 000 aeAle a phase . eaplOree binefE� !a •tie • • . • • r • • • • • • li�QlAlea • • . • . . • . • • • • • • • • • r • • . • 2,000 Soil repents i subsurface Sf v"tddaeto" 1 vl�lltp levaeseas r tJ _ 1 O, Ooo Paid !fs i elaenl l aAee ur prrit ea Ss 000 f rk s� • • • • • • • • � ' • •`:. • � z taw COptei' O'e p2ass, t "s'AiadeleAs. • •' • .,s �I �oO + Setsder•i .Itts�r ansuraAan 1f2, �:a� .. .� �� ,�rs�K�} ; � ��_� . : , x'• ` - a .; a y_'i } ` ' " . { "t 3i �S � ' saw r '' 7A� x�> �,+t •.1 Y ,, "' ,;p t .,:`� 'F � � > s-,,,. F7 > a` ,;..an1f R�^.'f�"� P -d .-.>.d.�;•t..,. �i?'��r�`�P� ' x. r `�3� � ✓d-.s 3�,. r . u; w: � �.� t },.f � Y°i',r ,.. i � a`' � � ��' >, r;,t,,rx,�$. � f �� ,a :A"i.,.x f'<iawr� °��"`+�f"•:``yrc'`.,'w 9 t "; k - —.+ 1. Pi � K 4 � �'4r•, �" .-y, � atS '�%-4 �w �k'`i'�' �".-,1Yla� m x�g��,t�K., x S is, f 3L4t �-"' '��2 •_� -e, {',sa7r `! � � 5� .rk a v as §^ fi i-�r-�; � $ $'�tc„t=.� - ,i Y� x�uh�p r - 247 MIAmma AV*. vZOW Gam. FI. 33t34 Jed ,,+/ V 4 j�fi J d t �� x' vv t _. a' .. � J s ar �, �� '��Tta`�"K�.zP �'�x7.'+a7�'�'3 1�'> f�'•. Ai'i'ACHMNT 5 VED ,Oitbber 31, 1 l Mr. Jerry Mush, E_ Greenberg Trauri g, et al 1221 Brickell Avenuf 24th Floor ;UU. Miami, FL 3f131 RE: Olympia Building/Gusun Cultural Center Project Dear Mr. Wish: The purpose of this letter is to inform you that the City of Miami would Like to have all the issues resolved regarding the Olympia Building/Gusman Cultural Center renovation project no later than Friday, November 4, 1989. The City Administration net with you on Thursday, September 28, 19B8, which was several weeks ago, and we have not received a response from Flagler Landmark t Associates (FLA) on all 'the issues raised at that meeting and thus, I an compelled to set a final deadline of November 4, 198B.. As you know, the City Commission has approved the loan agreement between the City and the Sunshine. State Governmental Financing Commaission (SSGFC) . The. City would like to implement the project. However, the delays regarding. the issues raised at the September 28, 1988 be meeting, must resolved by Flagler fl` Landmark Associates by the abovementioned deadline. Please be reminded that the Department of Off Street Parking Bard (DOSP) and the City Commission must approve the final agreements. Therefore, the agreements must be •finalized: and be submitted to DOSP on November 10, 19889 in order for it to be considered by - the DOSP Board on November 16, 1988. The deadline for the City Comwission * { agenda is 12:00 noon on November 30, 19869 in order for the item to be considered for ,action by the City Commmii ssi on an December 15, 1988. Svy4•.,_ I cannot support anymore delays on the y given the fact that the payments Sunshine State wwoveinmenoUl Fi nanci ng Comri ssi on loan began on June 30, 1988, and the funds have to be fully committed by June 301, 19". Therefore, I Mould like to have a decision from Flagler Landmark Associates by Friday, o page 1 of 2 • ® 2 ° j f ` �fi: `�� t 'yam - VAI- fir+ (e: "iw✓f �.Z,4 ". n � h u. .+.;yxd",SgJ. _<biktdf.S:7N ,.rf .�'.WM'..✓f .`.`'.'S`i*` _ _ .. i _ s G y i ,: � � t a "•sf F Sir wevewor 40 1044. the- abov~tionatd It consider funding If there is no then" in the position t!spressed by FU date, I VIll have to roans &M to the City Coeemission i t other proJects with the SSWC loan proceeds. If you have any +questions, please feel fret to call me at 570-6040. w 5intaert.ly, o Rodriguez sistant City Manager, cc: Janet Cavarrete, Assistant to the City Manager F Elbert L. Natters. Assistant Director Planning Department `h G. Miriam Naar, Assistant City Attorney i •. Law departmeet Donald N. Cather, Director Public Norks Department .Jack Mulvena, Executive Director '� Department of Off street Parking_ Alberto R. Cardenas, Esq. Greenberg Traurig, st al Japes B.D. Beauchamp Beauchamp Construction Co., Inc. Jaime Borel11 BorelII and Associates Arthur Hill Peoples National Bank �• • r 1 RA.. s nl ,,y r � 3 .ya � -w, r< y t,.a r $'#• �°.a � 3�L�7at � .w.tt%� z'b € .��--'��?�g '✓.�.w, i ' , F�ti��j� ��k P _-•�' � � � W`°�� `4'4M ;.� �,�^C .w�,�r t ,� ,� a �,. �A.� •1� s., .t �� i• as r-s .,"{',; �§ UWt- :.� fit=, 3 � ��Fir�sr�� • 'rFy : a tifit f �, r ati M1:4Y' �-•i` d� a a, tl. t rt`i .r'� ! ? 1{mrf',E",mot t�.i ,tTd„Th/+f ,� {�,''a�` ;f," �'� t"� .e't � ,{ k f>•� 3 n �, �C °a ��" £`L��.61e '� F. S.4 ?f. `E. 5. $,fe ;E Ywt .,p'rc i n.,. 'S• r r • ,�' t1` S'o 'r-wi. r q't`L � c a #3�+ ... F. },}�,.°� v ax{ {�c� rgr x..• ,� 'i ,p�?'!-�} h4 r 4 �` fY p�I� W � in �°i F�{ � � }� } -Si FS Lf S' f ss�� 1�4� r4' �.,7y�. 44 vZA� ,ir i�� a3+•f� �1 i YX' r4 �yT�+t"' � • "aA,�'-�' �5 "G''fs�°�#� ',I�. YFw 'E.J 'i7�t'r rt" .x$ ., �i•` t^ � �,�„� "�'.. � '� W" � t .a t` �"� .7 _. Yi ry T>r4�«:f f AS Z } Z f .u�'*� x0S, q-ak"ht"�- Y..-�#� t T*t t'_-Eko- r f '` t 'S; •, a .i } i# a tE { 5' ' �iz"'1.'i �t `�' r"?=.-1rdam'''rr't',l�SSi'+�""S•Cr4'§,{ Pu �."'- 4`5'y[p�,'� 'At` > i"` 'k _ n r4= py •y4�, w.�{ 1�$ 4tfi r yp ,.t IA, ft —_ - _ --._.._._ c a y% '� , .. 'avu ; 1rl .Z�� . �� _ ;:1 ,;' � � .. ', : Novexr t, 19g9. the eboveeentioned It consider funding %% If there is no change to the position expressed by #jA by date, I Ni 11 have tb retoAwend to the City Crai scion drat other projects with the SSWC loan proceeds6 tf you have any questions. please feel free to call we at S79-6040. y Stncere.ly, ' II ,43$ °i+ ., t ` f j - h ' " {ra + . • is } fi o Rodri goer ; ''4 sistant City Manager ,; t '�ip,tg3.. • �,a3`4r� 'ifi2 Jl R �I I !? w g?♦ ' +ccs Janet 6avarretl, Assistant to the City Manager J+� Elbert L. Naterso Assistant bisector }': kFY Planning g Oepartwent �, G. Miria• Maer, Assistant Ctty Attorney 3 '�l , ` ,_ f F Law tkpart�aent j l", A .q��f•'� k Donald M. Gather, Oi rector fr k > `, 4',. Public riorks Departa�ent Jack Mu1 versa, Executive Oi rector '� k1 . r` f Oepartsent of Off Street Parking# Res `Y Alberto R. Cardenas, Esq. ,.4 `" Greenberg Traurig, et a1 4 's' '� v" "° Jawes 8.0. Beauchaap , 4 yx;l ruction Co., Inc. "`� j�,� �. �� . ,, �,.I, �;, � .-I17r,'��_ ,' Z.: ' ..� �' I.JIr :!''.:F " ': 1 I ,�d' —r,., , .''o� '_ I� -, �'r ��._-: : ',r ,.. " , .,_.rI,,I :I.� '-��. �. -:-�I�-� ..�' ' ,I-. .'.� - r�" ,Y'tr f 7C^. Jaime Sorel l i : °� w r x� ,� J; Borelli and Associates �" t'' . t�4 ArthurHill ��! ,; V Peoples National Sank r , �t f !u`' �' ♦ 1. k mix xT ; r -c *r' $ t b $ t + xr t 1ur f"�w t t - -:r Y �r Tr t 1'',#,+,�ri�' , ... 4.+�,,� ..... ' {t'-�21 b * '4 r • ;_4 -. "r. 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E 7 T � Y 3 R M1FA 4 ,,yy 1 +" j�yr qqy�}} ��ttyyll r 15 �, 11t ' 1FhYr }t .t.. {, h ) � l' j "•, i fi rf SC 1} F$iO 4 liCt„ _ d ` t� _ x#'ti Y'b.�`*t�' p�rie f l 1 + _ 1 lY , .M '' t'' s t �. 'ra'ka"1{ A%rx y��.z �' , a , 4 y{ " yp'� S J .,y : ��' Fi e rrr ' }< J" n ri r g :,r {' ,: rr +t L `i i t - a il aR' }': 4. `' 3 F. 'f l ' �, h 9lR t 4 i L t o ptt m' $ 3 1 4 % {_ i �;µ� p#�� .' 7 R 1` l Y F, i 1.., ° f , r 5 ` ' `'�, R ,. r. ~ 8?.G y'� + w`k.'orX w {tb xt tT"` `-`sa5- j" �+ `. 45.1 °� .`� c. -" `,�_° 4 .c, 4a f ' r'te 4�5t z' E J, iy t 3 r ,II * f ,f ,� TJi'Yk�il " Ix a i 4t �,"+ - - .. y >. air r x R43 ± 1. ,; _ P,,"^' d r.<, 'ns+� 1. _ s„, tl ,�,a. 1 '` :`..= .t;':w`°.f .R :.V a y ,5 ,,R�,,��i ,+ `";t ma 1 rY ��f ,sir d ,. e` + cry +rf iSA a jAilrri'"L'�rz✓`R iL' htq $ •'r N; r � T.n•`a ; i.``fR Yt''''Y$(fj5++yaf,{a. ) 4C �„•°t ?rr,t_? Z' "4�f1' ' 3 i e-�'"SM> s, y ,. Y { tr 1 t .E: Y ,, r... ?��`",s i'xii ^ ; r Rl,� r. jet Pfi 1�'', 'i�,l r y� i °. ��; t {��K �y its r,t 511 a}Yry'4 -� ?tl ' �xx�� rkts- St i?�N'+��i` v��'lk� !k k ': .x .. + ta$,+�'e%3�ilF apt '.�`d�r`_'_��_ .0 it ,. :�%sk-{3a»Ys.kS..s ;a'+,`J r �...&:`�:` 'wti<iu.l'.n".5e. �'s teat xr .a.� ':'.Y� ._ _�_ h �{•fi..Ys. yam.: -. ��- ., _v. Q •; �S : � M., � r t - Ida i ti4is a iY-k, k.t br,C` ,.'' 7 ....., w n+Fk; .,{ a?4<►'qs 'b"Vt v' t -�as. try x F44 �•3:. tt.t{a K yy Zf xrt t b) causes . aiq► 1 ttno `i to I n~ the prel i mi nary budget to be exceeded by more than •10%; or for not more than 5% of the costs of project ($4,8119ON) . r (3) The Developer fee i s capped at a maximum of $481, ON or 104 of actual cost of renovation for the Olympia Building/Gasman Culturat Center, including archi tect'.s fees and lawyer fees, whichever i s' less. Any change orders will come out of the Contingency Fund :a after approval by the City withr no increase in the Developer fee: resulting from such increases in the cost of the project. . (Flagler Landmark Associates disagree with •.he maximum cap of $481,000) The expenditure of items :over!d by the $347,,000 in "Other Costs" approved by the City Commissionin the preliminary budget would have to be approved on a case -by -case basis; at this time, the City Administration does not agree with Flagler Landmark z Associates proposal regarding the expenditure of these funds. t5) All the Agreements are subject to approval by the City's`8ond ` Counsel and Bond Counsel - for the Sunshine State Goveremmental Financing Commission, including any deadlines for the disbursement of the funds. f !61 µ The document's presently provide for the repayment of out-of-pocket<` 5 expenses incurred by the developer at the time the "Condi ions Precedent" have been satisfied under the Master Developer 4 Agreement. These costs are approximately $300,000. The City and> ,-ze the Department of Off -Street Parking may need a minim of 15 fe working days to get those reviewed by a Construction Estimator and wo k. determine if these are the most economical procedures. or costs. t In addition, there are other issues regarding the Management Agreement between' the_ City and DOW which will need to be negotiated. Again, I am requesting that the Board reaffirm their commitment to b1 :Y responsible for 70S of the debt service of the loan for the project, including o erations and maintenance costs for the 01: p. ympia Building, in light oftha! „ Board . s original motion requiring a cost not to :exceed $23.90 per: square and that the improvements reflect a triple W. building.. IMP) isetionpQf y . _ ;decision wi 11 be presented to the City Commi ssi on, at :its Oeceiatiar A meeti Tlg. z If you have. any questions, pleatse feel free to cal1 aee at s74• rely, $f aceday Y� 1 ' u e }i Urdri gum, Director P14pRl: �n� Depart :. azk,`Y�k r q ia Zi.x4 Ask ATTArvmmRNT i '- iwi 4•� i* 'k'ty li'� 11 t 5 - e. rT iZ betveen 4 and K 41 *� r tf � �A*� �iYL� r �}, �� s t rtr ti j' Fyn { n j � e i} h Y a '` OLYI+[PIA BQILDII�G k ' U r� Y yh .' � t�ti F{ C1 ..4z � ��iP4 U d r k •. S4 +t .t 1 Y. l,.• i d d7 t :�} 'j. M l`... A ; 44 �, K t f.•ye. `t ., w,4, _ ..ti 6 �' r �Y 5. 1 �q z iq. ?�",lt �lgf+k�6 x rye e ..Ai 44F4a�t Vol- PASTEit DEtiELf�pMENT AD ENt�N"f #S MASTER DEVELOpMENT ACREEMENT (this "Agreement") is made.. as of the ...,......�.. day of December# 1988, by and between rtMLER yApDUM ASSOCIATES, a plorida general partnership (hereinafter s referred to as "Developer"). and THE CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "CITY"), acting by and through the CITY MANAGER (hereinafter referred to as the "City Manager"), and with the prior approval of the City Commission of Miami. 2 STATEMENT OF Bi�C1CGRODUID AM PURPOSE The City is the owner, in fee simple, subject to certain h: e F.k rights of others, of all that certain land located at 174 East y� Flagler Street, in the City of Miami, County of Dade, State of 4 Florida, legally described in Exhibit "A" attached hereto, known t �t z as the Gusman Cultural Center and the Olympia Building (collec- u Yk 0 tively, the "Property")-_Mf �tk By authority of the City -Of Miami Charter, the City on July# 18, 1995 authorized the publication of a request tor proposals for the unified development project (the "Project") to be known as Gusman Center for the Performing Arts/Olympia Building renova ;x t.ion for the planning, design, leasing, construction, operation yC. and,management of improvements on the Property. a` i Developer submitted a proposal to plan, design, develop, construct,.operate and manage the Project which will consist. of r r; w � _y alp, •X��,�_ _ '`i ! C + f ii. Lf 7'p �t .`F�Y-%. .. - rk dr h 7 fi y uvt{ Va s ZZ t _ 1 _ :4 .. -... . o r .. _ . - Gti..i•;. ,e .. .. rtz,fir :. .y,,, ar..ua......_ _ £ - m MSTExbA`VEp�sEEMENT T 3 gEN DEVELOPMENT AGREEMENT (this "Agreement") is !lade. as of the day of December, 1988, by and between FLAGLER LAIQDMARlC ASSOCIATESr a Florida general partnership (hereinafter referred to as "Developer"), and THE CITY OF MIAMI, a municipal x corporation of the State of Florida (hereinafter referred to as the "CITY")► acting by and through the CITY MANAGER (hereinafter Y referred to as the "City Manager"), and with the prior approval a r" of the City Commission of Miami. t Yhp' STATEMEMT OF BACKGROUND AND PURPOSE The City is the owner, in fee simple, subject to certain rights of others, of all that certain land located at 174 East Flagler Street, in the City of Miami, County of Dade, State of Florida, legally described in Exhibit "A" attached hereto, known as the Gusman Cultural Center and the Olympia Building (collec- tively, the "Property"). By authority of the City -of Miami Charter, the City. on July 1 j 18, 1985 authorized the publication, of a request for proposals. I or the unified development project (the "Project") to be known ram' l La Building renova- _� as Gusman Center for the Performing Arts/Olymp 9 tion for the plaaning, design, leasing, construction, operation AZX = xK and management of improvements on the Property. Developer submitted a proposal to plan, design, develop, construct,.operate and manage the Project which will consist of I y45. Y -3 it t .h R (� rLuk$4f.r`•! �ty� �5� —i ..4. ... , ,.f { r..' .. � ._.. .. .. t .. `.} ,. �� .r ._ _. �..+?F`.e';�,..:. F�'s��`�iz��'F� •9hr - U the iWOVOMOnts (the "IMPtOVelhOntS") . generally described On Exhibit "S" attached hereto. In consideration of the foregoing and of the covenants and . agreements hereinafter set forth, the parties do hereby covenant and agree as follows: ARTICLE I CON ION or, xmqmzkzm Subject to all Conditions Precedent (s* hereinafter defined) to this Agreement having been met Developer shall develop and cause to be constructed the Improvements, and the City shall pay the Developer for such services, in accordance with that certain Standard Form of Agreement between Owner and Construction Manager attached hereto as Exhibit "C" (the "Construction Manager Agree - Mont"). in connection therewith, and subject to all applicable Conditions Precedent and terms hereof, Developer shall (a) cause its architect, Borelli and Associates ("Architect") to prepare Construction Plans (as- hereinafter defined) for the Improvements that can be constructed in accordance with the Preliminary Budget attached hereto as Exhibit "D" (the "Preliminary Budget"); (b) oc - cause its contractor, Beauchamp Construction Company ("Contrac tor to construct the Improvements for a cost within. the Revised Budget, as hereinafter defined,, and for a guaranteed maximum pricer as provided for and under the terms and conditions contained in the Construction Manager Agreement; and. (c)1:to complete.the Project within the time periods shown on the Projedt' 2 "A Al Mork Schedule attached hereto as Exhibit "C". All work by Devel- oper (and its Architect and Contractor) with respect to -the Prop- erty and the construction of the Improvements thereon shall be in conformity with the Miami Charter and Code, the South Florida Building Code, Downtown DRI Development Order, and all other applicable state, county and local laws and regulations. Developer shall commence to perform its obligations, and the City shall commence to perform its obligations, under the Design Phase of the Construction Manager Agreement (the "Design Phase") immediately after the execution hereof. In connection therewith, Developer shall instruct the Architect to proceed to develop the Construction Plans (as hereinafter -defined) for the Project. The City agrees to use its appropriate good faith during development of the plans to ensure that the cost of the Project in accordance with the plans -will not exceed the Preliminary Budget. ARTICLE II OPEtiATIONS AND MANAGEMENT Upon execution hereof, Developer shall assign ail, of its rights and obligations, without recourse, to operate, manage, and lease the Project and improvements (not including any obligations':= with respect to the completion or construction of the Project or the Improvements) to the City, who shall assume all of such rights and obligations and shall operate, manage and lease the 1 aw Project, including all maintgnance and management costs and obli- gations during completion of the Project (including elevator, air S . 3 0.1 W�iS},z jp S y S ?? li: ` .. .. .-.. _ . .. r ,. , vu_.. ,,..c ... ,. ..-;sd%L?vewitii>v..� � k'•=w�L!+r �3+ cw,:+ ;#i §,Y' lsr..cv2".ypd>GkSiJ'` - - - - — -� .r S If Work Schedule attached hereto aA exhibit "C". All work by heVel- aper (and its Architect and Contractor) with respect to the Prop- erty and the construction of the Improvements thereon shall be ill conformity with the Miami Charter and Code, the South Florida Building Code, Downtown DR' Development Order, and all other applicable state, county and local laws and regulations. Developer shall commence to perform its obligations, and the City shall commence to perform its obligations, under the Design Phase of the Construction Manager Agreement (the "Design Phase") ismediately after the execution hereof. In connection therewith, Developer shall instruct the Architect to proceed to develop the Construction Plans (as hereinafter defined) for the Project. The City agrees to use its appropriate good faith during development of the plans to ensure that the cost of the Project in accordance ' with the plans.will not exceed the Preliminary Budget. ARTICLE II OPERATIONS AND MANAGEMENT O n execution hereof, Developer shall assign all -of its po rights and obligations, without recourse, to operate, manage, `and 4yfrh lease the Project and Improvements (not including any obligations``' � with respect to the completion or construction of the Project or the Improvements) to the City, who shall assume all of such " Y g, rights and obligations and shall operate, manage and lease the 3_ Project, including all maint,Gnance and management costs and obli- 1 gations during completion of the Project (including elevator, air`' Y yT 4. • 3 { fee s 43s xrM'r x�}Jy i k ss tr tt t _1 J=. 41y )�4 y�yV�'iO4i 35 K i AIfA4, jtF s G ! I ate'' }( • ' J f ! _,. z t f �, t ��'�� .. � i � � _ repairs, maintenance► conditioning utilities► security. tenant manageMent, trash removal, etc-).- The City shall enter into management agreements) with the Department of Off -Street park�.nq - of the City- of Miami ("D•O•S.P.") F. or such other parties as the City shall deem appropriate. Such assignment and Assumption- Y Shall be self -operative by the execution of this Agreement. ARTICLE III CONDITIONS PAECBDSWT n 3.1. Conditions. Developer shall not commence to Sectio _--- perform any activities under the Construction Manager Agreement Design Phase thereof, unless and until the following beyond the �f ; ("Conditions Precedent") shall have occurred: have mutually (i) The City and the Developer approved the. Construction Plans for the Improvements as produced during the Design Phase using their appropriate good faith efforts. (ii) Developer has obtained for the City all govern- mental approvals and permits necessary for the construction costs and expenses incurred in of the Improvements. All the permits shall be paid by the City when incur - obtaining red and shall be included in the Guaranteed Maximum Price F (as defined in the Construction Manager Agreement). (iii) The Contractor and Developer have mutually reed to a Guaranteed Maximum Price for the Project and the ag a y City has been provided with a Guaranteed Maximum Price in; with the provisions of the Construction Manager rt; accordance Agreement which is within the Budget. 4 - 53; NZA Xn y.Z. `r t S` 4 2 } Y 1 Y — f ai. I — r • - j (iv) A revised Budget the "Revised Bu+d+get"), in deordanee with the Guaranteed Maximum Price. and the pro- posed Guaranteed Maximum Price, have been prepared by Dever beer and reviewed and approved by the City. $o long as the 1 total Revised Budget is within the Preliminary Budgett including the allowances shown therein, line items in the j, Devised Budget that exceed those shown (before allowances) in the Preliminary Budget, and any amounts shown in the { Revised Budget for other costs and/or contingencies, will be sM acceptable to And approved by the City so long as they are reason-t'.• ctimetes within industry standards of the actual costs necsss6ry to build the Improvements and complete the Prc4ecs in accordance with the approved Construction Plans. In addition, so long `as the Guaranteed Maximum Price is reasonable and within industry standards in accordance with •, , . `the ap proved Revised Budget, the same shall be approved,by the City. The City may, at its discretion and at its own cost; obtain independent verification that the construction costs shown in the Revised Budget are reasonable and in S: r accordance with industry standards. The City shall have no more than fifteen (15) working days after .receipt Construction Plans, Revised Budget and/or.Guaranteed Maximum �Ng k Pr i - , > z Sec__iin 3.2. Mutual Coopei. rach of the parties here- v to shall cooperate with each other and make appropriate good faith 'efforts to cause all Conditions Precedent to be : satisfied — 5 �l I K 4'. iP )�LN�_ S I � a` a• 4y r p ��1, �� — — f iesi�' cr.Tr'4,i� krtyj s l�dt5.�4+,.' sr }t • .�... _ {� a + i f -s y� § r r r+`* � .� 'M^ �,l r,s�y✓��SrYrf' ". }. -_ t 4 i' r r t � , \ � }'y✓� ,7,f,{ma�d�'�sv�`';��i��' �,�s � s�� _ r, xil, r - h ..- ..4 .*i.b.. ,..,, =•-x,arr,y.z. r.+ `1�' 4`s4+:iY �Tr.'�. ,'5.�..�42h s,�ak,, k... '>r.#?�.ie, z.,1e+ �s`n.. - Wsa;?it + 1 by June 1, 1999. 1n the event the City has complied w its obligations hereunder with all o and subject to all other terms and hereof, in Che event all Conditidas . Precedent have not been complied with by June.i, 1989, this Agreement may be can - either called by party hereto by such notice of such election ParCy Providing written to cancel this Agreement to the other party and such other party failing ! satisfied Condition(s) Precedent wito then accomplish such un- ! thin 1 _ fifteen (iS) working das after said notice. in the event of an Y City shall have no obligation y such cancellation, the g to pay any costs for the prepara- . tion of the Construction Plans, or any other Developer hereunder, and the costa incurred by parties shall be relieved of all further obligations and liabilities which th ereafter accrue he under. re - Section 3.3. Construction Plans. Developer Architect to P shall cause the prepare the architectural and construction plans the project (the "Construction Plans P s for ") in accordance with an architect's agreement in substantial) attached hereto as " " Y the same form as that Exhibit E (the "Architects Agreement" f Developer shall cause its Architect to )� prepare and deliver to the-, y preliminar City ,.. - y plans for the. construction of the Im rovements, P within one (1) month after the execution hereof. After Of such p-reliminar delivery Y plans, the parties shall diligently work together to agree u ' 9 Pon the Construction Plans within the t ,. ime° periods stated in Section 3.2. above and in accordance with the ' _ Construction Manager Agreement. All costs of preparation of the _ 6 _ 1 777 IfT K j{'iy i'S yftr �2s i�3Yi' y�� ?�tiS V l` i f i Z v t•� '. 4 sx IX s rCr 10 a b y i n 1 1 9 1 r y ar . - AM 7 — • 1 l x ,.Construction Mans shall be the sole responsibility of.Developer; i provided, howevero immediately upon pon satisfaction of the Condi- tions Precedent # the City shall reimburse Developer for the cost thereof in accordance with the Construction Manager Agreement.' ARTICLE IV MIMORIT? PANTICIPATIO � N Developer, agrees that# throughout the term of the Construc- tion of the Improvements# not lass than 'twenty percent (20%) of the ownership interest in Developer shall be held by persons who i are black americans or hispanic americans or entities who would qualify as a minority business enterprise controlled by black americans or hispanic americans. Developer shall comply with all legislation of the City of Miami# the State of Florida, and Dade County, Florida regarding minority participation in connection with Developer's performance hereunder. ARTICLE V REMEDZES :Section 5.1. -Events of Default - Developer._ Fail'ure -of Developer to y w ' ; pe perform an of the covenants, conditions 'and agree- ' rl ments which- are to be }' performed by Developer 3n this Agreement, } and the continuance of such failure for a period of sixty (60) = .days after notice thereof in writing from the City to Developerp (which notice shall specify, the respectsin which the City con- t tends . that Developer has failed to perform any such covenants # i #,: L •T"t R o t 4• xtir� 4X '1 iaae��t�.k��` F`�� f, ` i ¢ i conditions and agreements), unless such default cannot be cured within sixty, (60) days and the Developer within said sixty (60) day period shall have commenced and thereafter shall have can - tinned diligently to prosecute all actions necessary to cure such i default• shall constitute an "Event of the Developer's Default". Section 5.2. Remedies for. Developer's Default. if any Event of the Developer's Default shall occurr the City shall have the right to maintain any and all actions at law or in equity or other proceedings to cure such defaults or to compensate the City for damages resulting from such defaults. Section 5.3. Events of Default - City. The failure of the City to perform any of the covenants, conditions and agreements of this Agreement which are to be performed by the City and the continuance of such failure for a period of sixty (60) days after notice thereof in writing from Developer to the City (which notice shall specify the respects in which Developer contends that the City has failed to perform any of such covenants, condi- tions and agreements) unless such default be one which cannot bey cured within sixty (60) days and the City within such sixty (60) day period shall have commenced and thereafter shall continue diligently to "- g y prosecute all actions necessary to such"= , defaults, shall constitute an "Event,of the City's Default". The default provisions in the Construction Manager Agreement shall control over the general provisions contained in this paragraph with respect to any defaults under the Construction Manager,,, pT�- Agreement. i a.. � td:$.� i§e alga. .L'{djfOF k+ . �Ju $i1`fu ��.A. t r tL r + w .lf1� - Section S.4. Remedies for_ City's Default. If any Svent of the City's Default shall occur, Developer shall have the right to maintain any and all actions at law or* in equity or other pro- ceedings to cure such defaults or to compensate Developer for damages resulting from such defaults. Section S.S. Unavoidable Delay. For the purpose of any of the provisions of this Agreement, neither the City (including the City Manager) nor Developer, as the case may be, nor any succes- nor in interest, shall be considered in breach of or in default in any of its obligations, including but not limited to the failure to satisfy any conditions contained herein, the beginning and completion of construction of the Improvements, or progress i in respect thereto, nor shall any Conditions Precedent be deemed not to have occurred by the allowed time periods, in the event of unavoidable delay in the performance of such obligations or the satisfaction of such conditions due to strikes, lockouts, acts of God, inability to obtain labor or materials, enemy action, civil commotion, fire, unavoidable casualty, lack of cooperation or good faith of another party to this Agreement, or other similar causes beyond the reasonable control of a party, it being the n a _ and intent of this - purpose paragraph that in the event of the r occurrence of any such unavoidable delays the time or times for *G the performance of the covenants, provisions and agreements of this Agreement, including but not limited to the obligations of the City and the City Manager, as the owner of the Project -( and not in general as a governmental entity), with respect to various xzr -9ig e s f .P J t F i5u. 'i•� P.,yr- mod'' � a� S — f T', S r 4 Z ,1 i rx h r'r�,jt`' �.S Z• :;a'Tj` �a 1 i approvals required in connection herewith and with the construe- -tion. of the Improvements, shall be extended for the period of unavoidable delay. The party seeking the benefit of the provi- sions of this Section hereby agrees to, within thirty (30} days after such party shall have become aware of such unavoidable delay, give notice to the other party theseof in writing of the ; cause or causes thereof and the time delayed. Section 5.6. Obligation, Rights and Remedies Cumulative. The rights and remedies of the parties to this Agreement, whether provided by law or by this Agreement, shall bit cumulative, and the exercise by either party of any one or more of such remedies 3, shall not preclude the exercise by it, at the same or .different times, of any other such remedies for the same default or breach t of any of its remedies for any other default or breach by the xr other party. No waiver by either party of any obligation of the ;a other party or any condition to its own obligation under this kf Agreement shall be considered a waiver of any other rights of the party making the waiver. ARTICLE VI ,ems BUDGET/DEVELOPER'S EXPENSES ' -Section 6.1.•Budget. Once the Conditions. Precedent have been met, Developer shall provide the City with a projected Sub- stantial Completion Date under the Construction Manager Agree - Mont. In addition, Developer shall adhere to the Revised Budget and shall not deviate therefrom except (i) as permitted here- r yt — 10 _ P s-4iE J��•y — E. rr 5 - ti x! - tT• �� __ • - T 9 3 ��i��rf� F„ — t 1 t c r 71, e r d s t r r+ 7 • + f a t . Yra r� ^�* t , under# in the Revised Budget, or under the Construction Manager Agreement; or (ii) as to those categories for which allowances Are indicated which are approved by the City; or (iii) as to work performed outside of the scope of the Construction Plans or Project scope which require additional expenditures; or (iv) as may be approved in writing by the City. Developer shall not be - bound by the Preliminary Budget or the Revised Budget where any actions by the City that result in additional work to be per- formed or costs to be incurred in excess of the budgeted amounts _ have occuzred. Developer shal•1 at all times use its good faith efforts to cause the Project to be completed as economically as possible within industry standards and the Revised Budget. The City may at any time, and from, time to time, audit the books and records of Developer with regard to the cost of the Project to ensure compliance with the foregoing. In the event a certified audit reveals that the actual cost of the Project is greater than three percent (3%) less than the cost of the Project as reported by Developer, Developer shall pay all reasonable costs of the - audit. Section 6.2. Payment of Developer's Fees and Costs. To the extent such costs are prow&ded for in the Preliminary Budget or the Revised Budget, the City shall pay all costs incurred by ` Developer in connection with the Project and this Agreement r, through the date that all Conditions Precedent have been met, whether or not incurred before or after the date hereof, includ v ing# without limitation, all legal fees and costs (not to exceed 11 4: i T - f _ k'y ,Iqv tt Yr t i 4 � f v .w 1.:' �. ' '. _..:., .: '. � :A:s '3 F,.h�ierJ.�k i—.i 9E^.,U:1t : �_}XW=+'�11%s2:'k'..'¢r S.l`.{ �§ItiLp �"tt+'t!t•7!d"' x $IS# 000.00)► at the earlier to occur of (a) such time as the first draw is made under the construction phase of the Conatruc-. tion Manager Agreement) or (b) within five (5) days after all Conditions Precedent have been met. All such payments shall be deemed part of the cost of the Project under the Design Phase of the Construction Manager 4greement for purposes of the Guaranteed Maximum Price and f:: determining the "Cost" of the Projects. ARTICLE VII Nis PROVISIONS section 7.1. No Partnership or Joint Venture. It is mutu- ally understood and agreed that nothing contained in this Agree- ment is intended or shall be construed #n any manner or under any circumstances whatsoever as creating or establishing the rela- tionship of cc -partners, or creating or establishing the rela- tionship of a joint venture between the City and Developer, or as constituting an appointment of Developer as the agent or repress, ' sentative of the City for any purpose or in any manner whatso- ever. I Section 7.2. Florida and Local Laws Prevail. This'Agree- s } went shall be construed and interpreted, along with the Construc- tion Manager Agreement, as -if the Construction Manager Agreement a and this Agreement were one document together: This Agreement;+ `_ f i and the Construction Manager Agreement contain the entire under- r, 3 i may, standing and agreement between the parties and supersede and ' replace any prior or contemporaneous oral or written agreements S 5 m - 12 • J r 'i- . i l-.. 4.`1f63'ei z+:F Jf �3 zro � ".:.K, lh t',.FJ' J 1 Si50O00.00)r at the earlier to occur of (a) such time ad the - first draw is made under the construction phase of the Construe tion Manager Agreements or (b) within five (5) days after all Conditions Precedent have been met. All such payments shall be dowsed part of the cost of the Project under the Design Phase of Ithe Construction Manager Agreement for purposes of the Guaranteed Maximum Price and f-., determining the "Cost" of the Project. - ARTICLE VII KI8CEL1aA1=WS PROVISIONS section 7.1. No Partnership or Joint venture. It is mutu- ally understood and agreed that nothing contained in this Agree- ment is intended or shall be construed -in any manner or under any circumstances whatsoever as creating or establishing the rela- tionship of co-partners, or creating or establishing the rela- tionship of a joint venture between the City and Developer, or as constituting an appointment of Developer as the agent or repre- sentative of the Cityan for y purpose or in any manner whatso- ever. FF Section 7.2. Florida and Local Laws Prevail. This -Agree - shall be construed and interpreted, along with the Construc- tion Manager Agreement, as i! the Construction Manager Agreement and this Agreement were one document together: This Agreement and the Construction Manager Agreement contain the entire under F standing and agreement between the parties and supersede and; replace any prior or contemporaneous oral or written agreements s - 12 ■ ry 1U, .. • _ i 1 y�x'k.t in ri kb — Yrr k r — s s �'.j', s4 rk A* not 'embodied herein and therein. This Agreement and the Con- struction Manager Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. This Agreement and the Construction Manager Agreement are subject to and shall be interpreted to effectuate their compliance with the Charter of the City of Miami, the City of Miami Code and the Dade County Charter and Code. If any term, covenant, or condi- tion of this Agreement or the Construction Manager Agreement or the application thereof to any person or. circum tances; shall, to any extent, be illegal, invalid, or unenforceable because of present or future laws or any rule or regulation of any govern- mental body or entity, or becomes unenforceable because of Judi- cial construction, the remaining terms,.covenants and conditions, or application of such term, covenant or condition to persons or circumstances other than those as to which it is invalid or un- enforceable, shall not be affected thereby and each term, cove- nant, or condition hereof shall be valid and be enforced to the fullest extent permitted by law. Time is of the essence in the xY performance of this Agreement. Section 7.3. Conflicts of Interests; City Representatives Not individually Liable. No memberr, official, representative, or employee of D.O.S.P. or the City or the City Manager shall have any personal interest, direct or indirect, in this Agreement,, nor shall any such member, official, representative or employee par- ticipate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, 13 S. M FX, M 5g, 5K �r partnership or association in which he or she is, directly or iadirettly, interested. No member, official, representative or Wiployee of the City or the City Manager shall be personally liable to Developer or any successor in interest for any obliga- tions of the City or City Manager under the terms of this Agree - sent. Section 7.4. Notice. Any notice or communication under this Agreement shall be deemed sufficiently given or delivered if dispatched by registered or certified mail, postage prepaid, return receipt requested, as follows: •(a) Developer. In the case of a notice or communi- cation to Developer, if addressed as follows.: Flagler Landmark Associates 247 Minorca Avenue Coral Gables, Florida 33134 ` Attn: James B.D. Beauchamp, Managing Partner 1. With a copy to: Greenberg, Traurig, Hoffman, Lipoff, Rosen a Quentel, P.A. 1221 Brickell Avenue Miami, Florida 33131 Attn: Jerrold A. Wish, Esq. 4 x.. (b) City Manager. In the case of a notice or com- munication to the City or the City Manager, if addressed as y- follows_:.. .5 City Manager 3500 Pan American Drive . Miami, Florida 33133 :.. With a copy to: t City Attorney ' f City of Miami 1 S.E. 3rd Avenue, llth Floor , Miami, Florida 33131 i Attn: G. Miriam Maer, Esq. °tom. 14 5yi }L4#q r A °Fv "Szr3A DD6 r .� • 't ' i tl 7 r; - p°"S y 2'y YY 7 .f��fry.i� ��s`-{��' — r t 't 6 1 9 ti* x t VA q.11 J x'y f ,Jd Tj• .•a... ?...-. -,..'. .2 <ri> . ...._-. . , -...:. .•..,_. ;. �,. • .r...::. 7.::� •f_-.- .. � {.3kx ._ s'�,_�'�_ ..'r. ..;s:-J..yn�t`..:.�'�s��{+�#5�.. .._ _r. _ . _ fL - J- y Ems• tc) ©.i3.8 P. In . the case of a notice or twaunica,. tlOn to 0,0-S.P. r if addressed as follows: Department of tiff -Street Parking ego N.$. 3rd Street Miami, Florida 33131 Attn: John 1. Mulvena, Executive Director ,1 With a copy to: City Attorney., — City of Miami 1 S.E. 3rd Avenuer 11th Floor." Miami, rlorida 33131 Attns G. Miriam Maer, Esq. 4 or it such notice is addressed in such other way in respect to fl 5'— i f.. any of the foregoing parties as that party may, from time to r time, designate in writing, dispatched as provided in this Sec- £r tion. Section 7.5. Title of Articles and Sections. Any titles of < xt k the several parts, 'Articles and Sections of this Agreement are 1 f inserted for convenience of reference only and shall be disre t � R�yfa arded in construin or inter retie an of its' • 9 9 p 9 y provisions. Section 7.6. Successors and Assions. All.of the covenants; r.`Y conditions and obligations contained herein shall be binding upon and inure to the benefit of the respective successors and assigns of the City and the Developer. 'Section 7.7. No Discrimination. Developer will comply witi rt AIM, all applicable state and local lawsr in effect from time"to time, prohibiting discrimination or segregation by reason of race, tt. color, religion, sex, or national origin in all dealings aitlt 5 t - regard to the. Property under -this Agreement. t. w"A. v = r Except as provided in this 6 0tiont each party, including 0-0-9-Pe (the "Releasing- Party") does hereby release the other party from any and all loss, cost, expense. or liability incurred by such Releasing party, Of any nature or description whatsoever, including, without limitations any and all legal fees and costs, as a result of any action taken by any third party challenging this Agreement or any of the pro-. visions hereof, unless such action arises as a result of, at in connection with, a default by one of the parties to this Agres- Sent (such lawsuit arising other than as a result of a party's default being hereinafter referred' to as a "Law Suit") in which event such defaulting party shall not be so released by the other party. Notwithstanding the foregoing to the contrary, Developer shall pay all legal costs and expenses of defending any Law Suit so long as, if the Developer is also a party to such Law Suite the' law firm representing Developer also represents the City and 4 D.O.S.P. The City and/or D.O.S.P. may retain their own independ- ,4- R"IR ent counsel with regard to any such Law S 4" Suit at their own cost and expense. Section 7.9. Tax Credits. Any tax credits allocated or.,,. . . . . . . . . . . allocable to the City as a result of the Project shall be. assigned to Developer to the extent permitted under applicable `Y_ law. Y'k V "N T., s��,� "«rid r s —_ — _ _ _ - -- _�E � ,, s — 1AT1 or MOR1DA 3 $St ' count Y or DADS � I, an officer AUthorLaed to take arkftO*ledjments, MMnY CITIFY that on this day of December, 1988, personally appeared before me John J. Mulvena, known to me to be the Exam"' tive Director of DEPAR!EMENT OF OPF-STRM PARKING OF TU CITYOF MAKI, in and under .the laws of the State of Florida, and to me to be the person who executed the foregoing inatrument, and he. severally acknowledged the execution thereof as the free and formal act of the said Department. WITNESS my hand and official seal in said County and State the day and year last aforesaid. tart' Fuslict State of Florida My Commission Kxpirest `s T - �� *'t i< �� is .-• u! f �'.s ,.� t �,t�i r'„, cF , 9' }�2:'i. s , - s i 3 ''y�f WSJ 3}, f�ti Ar. �•. rFi Ji ' !H ,y'i`c P vjy JMN f` fX S' rip r. 6rr �iw illy . Ev J, xi`t t F kr��;., i MN 20 r lit q ti Agreement Containe the following t3thibitst f K K N.�`r>.r p ; Oesmarintinn � f g F• }a A p 4iN .. The Property The toproveoents u b V construction Manager Agten+ P Y} Preliminary Budget t Architect's Agreements y r� �zV t NIP*Contractor's Agreement : ' xs w Project work Schedule .. ... ... ..... r.. ..� . �, ._..d �.� . ., rF.i. .. ,- e. .. a � .. . •. _ . >. .n ' -. r ?S, >,.....1�` Slr x.,r%..$+.3'Fiu.'�t,: :l: nW 5 r', �f r s 5. �a°6 Qumran Property y F1aller street iMaki ► r1orida 33111 ',Li P � > d, t � .:. 1 rov"Onts shall consist of those improvements { r get -Orally described, on the attached .:� .. Y pages. �n addi�, � tidt�' ' the tenant Space shown itt the rmprovements -vill �. be of a etistiiar Oality to those tenant improvements'- - and, noise building located at xL"i, rlbtida. purther, the tenant Improvements shall h� =be designed to be efficient and economical to tide extent feasible for the project. w° r . s F rfi r , ".j� U? c e � �'hi' `'k`A'NS 3 s ay� +g ''�, 3.4 y' 's iyF "`'� ` t 3} •;. a }1`' v� $ k 7 k,'"•r i �� !•Tii` A � R�9Tr i.+ tiir"P � > � . i' � y n S y �� 5 r J +wKR'.l-ti.*iF U .Y' fi, �v'.M u'� arm s,=s4 "iR A� # r ! (N.«i; •t Z �a x• �h.. "�i''°i z5 t Kxr S: A,y y�•�'k'"� .,,@�.i 4F i r Lr �, . � r`"+n ��3��e'1� �. �'3r7•h�• w .fu`r'n;y � +4K'�+' `Y� i. .� S"° Y 'ts�c�s.t `� Cr r Nr � "s' '�. a�� d�' ��,J r A , 1 . "� orb b �' $Y .' 2� si ��`� .:: '+ae��.i 15t �r.. �`,r,^� v � ��'� �:":ii p ,fit ''"� yt�,r *+ �•r�4�FS--& �� ,y`3�c` s fi 4"&r, � ittab^� SSs "� xsi t a kw � A 3 yr, F j- �1 {,y•yy_- j��pp -{ J .�i x'L 9A j:r, 1 al"K! 4'� e4' V �r . rA x{ xx.e sv X _ v ,� . - yyrr �3vvr .xq�#, ,yt_ �•+ ,ems. 'Y y, arts r - h #'+tip t t •. #�"v �d p j¢, st+v�t W try a •� rP '`... %'. 'fie" .. r i.c.3`t:.'. t`�S`•.•;A..a'sas k-rc� �•,L?'s.:.r-:n $L.3�`:i . s .u" a"arc �'.t x..''.h'm+. ,7`3[T +i+r .R=.' _o-P *s..7it :5'-iY.G5.'c>!�'?i! . ExRI82T�8�� ExbIanation Of Item Numbers= Gu_ Hall #1 - Demolitions Demolish east entrance doors s ceramic wall tile, -demolish .east theatre marquis, demolish theatre director's office finishes i partitions, demolish men's restroom finish**, remove misce finishes► furnishings, equipment i debris, demolish toilet rm. at s.v. corner of building, remove. spiral stair, cut new openings in foundation walls below stage@ cut slab for sound board pit. remove north marquis, cut ceiling for light cove, remove theatre seats for storage as required, remove carpeting & misc. flooring, remove stair from stage to second level at north side. #2 - Excavations Hand dig unexcavated earth in basement below stage 4 for sound board pit. #3 - Shoring: Shore up slab during excavation of basement areas. 04 - Concrete Work: Now slabsl, walls and structure in basement, new sound pit, fill in spiral stair opening 4 misc. openings. #S - Concrete Repair: Repair spalled concrete slabs in basement, attic s below monumental stair, repair balconies at projection booth level, all using hand troweled material. #6 - Brick Masonry Repair: Repair crack at joint between theatre i office building, repair brick removed for inspection o:-•. structure s adjacent to terra cotta repair. #7 - Terra Cotta Repair: Replace" cracked terra costa around projection booth, replace cracked mouldings, replace missing moulding at alley. #8 - Masonry Cleaning: Hand scrub and power wash using :gild detergent all brick work and terra eat:a. #4 - Structural Steel: Steel supports to replace bearing wa_Is at basement, reinforce roof trusses for support o: new transverse catwalk for lighting cove. #18 Metal Fabrications: t:ew steel stair to basement, repair - fire escape elements, railings for fire escapes, new metal catwalk with hangars and railings, new stair axtens::n !r=m fire escape to lighting catwalk. #11 - Ornamental Metals: Repair wrought iron balconies on east fascade, misc., wrought iron gates to restrooms. #12 - Finish Carpentry: Misc. shelves, install new wood items. #13 - wood Restora__= i Treatment: Epoxy injection. new veneers. termite b :ire resistive treatment for wood elements including wood copings at balcony stairs, catwalk in proscenium, wood : grilles* wood mirror frames, misc. wood furnishings, th'ea ere organ i player piano. 1 F a tt 1 ry 4D n ;'. i- i Safi to y 18—"1�.{-' 5j( " zl'w YeL �I r wf w i #14 = Architectural 400dwork: Misr. new casework • at south. dressing rooms. now replacements for wood items damaged beyond repair# how poster frames, vanity tops at restrooms. tY - Waterproofing: Waterproof basement walls. ,046 - 800fings New roof at east side of theatre, new -roof at low *teas adjacent to fly loft, patch and recoat existing main theatre roof, seamless applied liquid membrane at roof slabs between theatre i office building. ' 117 - Sealants: Sealant at fire *keep* supports, around all doors, windows i louvers. $18 - Metal Doors i rramess New fire doors to basement staire firs doors to organ loft, new metal attic access doors* misc* replacement doors. f11 - Wood Doors: brew restroom doors, close% doors. dressing zoos doors• repair exterior french doors at'balconies. #29 - Entrances: New wood entrants doors and surrounds at east entrance and north entrance. 921 - Metal Windows$ Repair and/or replace 21 existing gals. steel winde• a, including wire glass i repainting. 022 - Wewd Windows: Repair 18 existing wood windows, incl. - reglazing as required, repainted. #23 - hardware: Replace hardware for balcony french doors, wise. window hardware, hardware for new entrances, hardware for - new wood b metal doors, replace damaged hardware on existing •.zrs, new thresholds. $24 - Lath i Plasters Misc. stucco patching, rework plaster tailing around lighting coves, repair ceiling in restrooms. 125 - Decorative Plaster: Repair decorative plaster mouldings* grilles i ornament, restore missing ornament. #26 Gypsum Wallboard i Partitions: Partitions in basement, ,aM bathrooms,* lighting coves. : �r = i27 - Ceramic Tiles Restore ceramic the in vestibule, lobby i east entrances new tile for bathroom wails a floors. i 28 - Carpeting: Approz. 2009 sq. yds. of custom weave carpeting to match original design for theatre auditorium, interior stairs -- tunnel, mezzanine lounge i29 - SuspenA*d Ceilings: Backstage and south dressing mores, new ■ toilet room. t tlx.: yN ,n ay P p. 4 t o' 'i t YMzzF" �A� i4lTra' yY d r l. jN'• P i.y (i U v Fey t xo 0 idd o Ixterior paintings Power wash i paint stucco surfaces, ,white metal sandblast i *pony paint fire escapes, paint existing -setal louvers, i exterior doors. #31 - Interior Paintings Repaint auditorium ceilings, touch-up ornamental areas to match as required, clean all surfaces, repaint interiors doors i woodwork, miss. painting backstage, bisiment i dressing rooms, misc. painting of ceilings ate. #32 • Louvers i Vents: Repair stage ventilator louvers, misc. attic vents. $33 - Identifying Devisess 5ignage for room doors, cautionary signs" * - #34 - Toilet i Bath Aeeessoriess Toilet partitions, mirrors, towel L soap dispensers, handicap grab bars, restrooms i toilet rooms. #35 - Artificial Plants i eirdes Orange trees, flowers and birds for auditorium, as originally intandid. i36 Statuarys Replace missing fingers, hands arms and heads, marbelised paint treatment if required. #37 - plumbing i Fire Protections Piping for new restrooms, j plumbing fixtures, sprinklers behind proscenium arch, at gridiron, basement areas, public restrooms, projection booth, and dressing rooms, halon for theatre organ. #38 8-V.A.C. - Rework air conditioning system for new restrooim, minor work in basement, temperature i humidity control for organ loft. i39.,- Electrical i Lighting: New lighting in basement areas t restrooms, rework control locations for house lights, power. to restrooms, connect to generator, power to lighting coves, new _ step lights at balcony, exterior lighting upgrade. #49 Lighting. Fixture Repairs Clean i relamp ornamental lighting fixtures, repair cases and cracked panes. in stained glass fixtures. 141 Marquee Restoration: Reconstruct original marquee at north"-4' - theatre entrance. Explanation of Item Numbers: Existing Office Building i #1 - Demolitions Demolish storefronts a store interiors, dressing roosts at 2nd i 3rd floors, office interiors, aluminum windo%is," ; bridge to backstage# including flooring, petitions, doors; q suspended .ceilings. air conditioning systems i ductwork, _ s '• electrical equipment, plumbing i plumbing fixtures, cut new openings in slabs and walls, properly remove all items••not salvagable from site. y ( t r 'yt"..t'.U'f } y d t , Ali Spy- I� ,• Ig 01 .:r * End tt +.'' (.,47''�h.h,�'i t•+'1 4•�b;' 3 1 � d 2 fit- _ •• excavationsf*eavate now mechanical room floor z new j elevator pit. .. Concrete works Mew mechanical room slabs in slabnd s, elevator and trining of openings pits aise. patching - slabs at now ground level corridors. and •• (rick Masonry: Now brick masonry around storefronts entrances. • theatre and brick Masonry Repair: Repair crack between •_� ointinq and �s repair miss. cracks. min P office building. reMval of extraneous metal attachments. t6 • Concrete Unit Masonrys Mechanical room enclosure, rear of 4 store r at corridors, misc. partitions. tta 'Tatra Gotta Repairs Ace replace daor o� ice building ornament* reconstruct decorativtive surround f entsanee• - 8 •• Stone Masonry: Granite plinths for storefronts, marble S ; wainscoate for office building lobby• s 9 Masonry Cleaning: Clean brick i terrseotta with power washing and hand scrubbing with mild detergent. d Structural Steels Now edge beams at cuts thru existing i #1 support structure. a slab. mechanical room mezzanine suppo ions: Misc. lintels, shelf angles and bracing. ill - Metal Fabrieat #12 ornamental M.stalss Now wrought iron grills above office building entrance*cast iron elevator rrounds at office building lobby. refinish mailbox a mail chute #13 • lving wood trim around new office corridor doors, windows � from in closets. counter taps ' -in restrooms. n restaurant to theatre grand stair. ;1; wood od Restoration i Treatments Salvage original office 1 corridor doors for reuse internally and repair• f t 15- - waterproofing: waterproof new mechanical room basecent, s ► elevator pits. ill Roofings Complete new roofing for existing office tower including penthouses, flashi'hg i equipment curbs. E t for rimeter of storefronts and entrane! p g 1'7 Sealsssts s Sea Pe i doorst perimeter of all windows, doors i louvers. t ark A - 1 P` i E rrir t w 33 i, - Y Yl Y}F 1l]S, p ;i I 5.? �ryay� �.,♦ AF t' t Z a l : Ty lA - Metal Doors a FrAmes= New louvered doors to mechanical room at ground floor, fire doors to electrical rooms, meehanical rooms and stairways at office floors. #lg •• Mood Doorss office corridor doors, restroom doors. #26 - Special Doorss Sliding fire door at office building lobby, coiling grilles at public corridors at ground level. #21 - Storefronts a Zntrancess Eatrance doors to office building lobby# new storefrontr at shops a shop entrance doors, storefront at west wall of restaurant. . t al windows at south elevation - metal w texisting interior* stair l in including elevation and at new wire glass where required and painting. a #23 -Wood windows Repair existing wood windows, replace . aluminum windows with wood, including painting. #24 - hardwares for all dooms a new windows. ' #2S -Lath a Plaster: Ceilings of ground floor corridors, tucco repairs a patches. flat ceiling at sat found floor fice d corridLng or. plaster exposed concrete masonry g #26 - Decorative Piaster: Repair : reconstruct mato theatre vs:iibuls aster at office building lobby, repair any g• entrance ceiling from installation of sprinklers. 027 - Gypsum wallboard, Partitions: office corridors and restrooms, common walls in stores. #28 - Ceramic Tile: Stoops at shop ground leveles, office restroom floors lobby, new public corridor at q walls. #29 -Carpeting: office floor public corridors. 130 - Suspended Ceilings office public corridors i restrooms. #31 -Exterior Painting: .South fascade a penthouse, exterior of doors, louvers. i32 -Interior Painting: Ground level corridor, office building lobby, office floor public corridors, doors.- #33 - Security Shutters: For storefronts directly on street• }, #34 - Louvers A Vents: Penthouse a ground floor aeehanieal, fresh air make up for stores. #35 - identifying Devicss: Building directory,, door plaques-- lca�.s-}tr C cj- i 5 r K' i1 Aj '---- --- - ; .✓ - -- - - _sn, _ �,. - ter. w• " r� iilat► Bath hee,�sseriast itiiat pairtiwz- tis+ eirrdr�� stag is and four a rra'1 dispeaaars. handicap grab bares for fi an � d ,eadh am*for . it y gievators t flew ebbs and Centsoilvrssl update t� elevators+ he cab doors �' brnrsantai Mist a� ireoants including mahiae toos. parr 3 etely' all a�lftlrent +ease r�iqu Y; hydraulic elevator. • a drain piping !Yg plumbing i Visa trotactiont Uaw supper throughout aseapt rasa water leaders, toilet roan at each ste�r+r# • new rastreosa at floors a is. sprinkle baildial throegh"ts Y fs! •� g.v.A.C.t Wiled water $Yates brong'1 t �,neludi stores• including *ai n and fiesibia ducts• disfuser-s and returns• air . ha ediars• rr.a.ve bases and eontsois• smoke= urge. ftadiaat. pana1.4 and heat strips• l4q Lleetriealt New iaaders. wisieq• breakers. vnetion hoses• lighting in all public $ diatribution to eailinq generator and lighting•, corridors aad in restsoons. aaargencY 9 a f t� . ,^ .... .;, _.. x4 c� `, _., Sx :`•2 fa��r � ,n �: � �. Y .� ��.b ,7: ust �k' ro z`ta�. �� n Orr x � y F 4a a t k � M-* t+ . °v �• " ." b !ems' ,i _ 2 a�,.yfiws.x titP*:.Mv'+9tRs• �'t;')e #`R '£ y.a-`'%R ifiYw "y{Na{• {2n q` ^ttt4}`sM+.:,4,,�+ yn..:¢B ' ab,,e �YsW-.F .. " } ✓' V"�S �.'tf � 1,: nk )c3��. s, a f ; .xt �. �.< '`:' �^'J � e: t� s�r�•.s'+,F�"��t� e°".d5 �F.-�4 j��,��` fr'v i °Ji''1��.#� f V •'+P"6��§,, � +: '7a '�"a��kk,, A�t y�('�'''�r?pn � �'�� 4.3c€� '�r�� .' ♦ � �°if"3�,�'�r. ��u,�t �•�YK' .. `ARi b M,'Imam AND IL VIA SUI&M amcc ICAL SN tilde i#�tliples ptrtitioairiq based on the yratie et one lsaaar Nbet` :oN vattitienin0 per 12 square tsst ot rentable aria. Pastitioninq will be constructed et 2 112* steel studs and UP p�ua,wallboard with base. Partitions between tenant areas will M lull height with sound iasulatien.' ` Partitive at / ifst � Ynlerer f02 F' �t PAINTING Tenant partitions will be painted two eeata liat mesh "selected tree'building t `standard � One-461or '41164 d,per roes. Interior doors and frames to be painted two Costa 0e04•93-e88 lioisb. {; Y noon COV ING ` turnlshed an'. ... Carpet allowance provided at S13 per equate yard =nstailed per the rentable area for "tenant floor covering--, Sut?s tNSRY DOOR � Ptovief single entry door. with metaltrace..-Door: to be l' x `7i solid cos• weed, stain. grade. ogtipped e1tA buildirq standfd lock met &ad closer* r tM?t2 lot DOORS< Provide one door per each ,250 square loot o! `seatablM area Doors.to be V s 6'10 solid.eos�u Wised, paiAt grade, with eetgl x d with buildin standard erlindrical latch met• trace mpLppe 9 r e 44� ?f - .yy ��,�+� �u�rlat�` o�r�lr�►did oso��a��tstili�od �000u�gl�lra� �2�0; ��t - isp" �sd to b�l �e�llod to �us��i,��r itagdtrti �i � 4' d * � layout "Vide one 120 pelt dupiao gall "ties per, 130 4quato toss '*Z r r�tatilo area cart r►eo telephone wall outfit o0 20� rgaasa too of nod relatable was e Ltd�T?�2d .... . . lrovido Gee 2' x 4" Miner, reversed tlou�rosognt, lisht Usture vt t ,�t2 z. a� t �` trot ry 4 40 10a1t laapo ` i�! a.oi►ld oos ,. ,aiyla : _�„tQbt Flo s*ltib. oiatatio pt0 sigh square teat. of rei 316 bona. }" �y qq x �tVAC9 b s . , .� adstioasaq •yotoo.'- x � r<� �.�,� ��*K,T �� Ase�ido a split sYst�� ass oe � �, . C ' � � :.`$ ,� r; r ,#• hYs+ t �S.tXt. +� s�� >.x+ie. 1 _;� ttl is 4. f. P, �. '� � i -0 r;e •� �. :�'i #: "� ,-_'q .� f * -_.�.. a. k l'v Cf .� � e A ,. � « � '�'` i-rstv�4l 1F9� Lh x # t t s �� •.r( 47 �} ,*s 4x L t,'� '+a . -�'�. y{'� �� 1�' ��*' � �'TS :. .? F.�.►�,�r � �.�r`" -. � �a'nn id r p� L, �C �ck�r c�`�`r d15 a. EXHIBIT "C" g, . t%TmwARD roan or Acuma-0 r ' g�EN OWNER AND ttiCrlON_ MAMA NR r and of a Ol AfiR' i,s grade thisY betveet� TEE CtT�r. Or MIAMI • the Oa , AgtATgg. the Construction Manager, for services in connection i described project: aussaft Cultural With the following The Architect?tngineer for the project Center/t)lympia Building. is 8orelli and Associates. The Owner and Construction Manage* agree as set forth below$ ARTICLE 1. TEE CONSTRUCTION TEAM AND EICTENT OP' ACC` The . Construction Manager accepts the and the asOwneran y tehs and confidence established between him Agreement. He coveno further the with the Owner to furnish his best skill' and judgment and the interests of the Owner. agrees to furnish efficient business administration ethenProjectiin tendence and to use his best efforts to co p an expeditious and economical manner consistent Contracti0ocutaentsh the terThe of the Owner, and in accordance with the "Contract Documents" as used herein, shall consist of this Agree meat, that certain Master Development AgreemeMibetween het (tMaster Construction Manager of even date here Agreement"), all drawings and specifications prepared for the +Y Project ("Drawings" and "Specifications" or the "Plans") and`nt. and all Modifications issued after execution of this Agreement. w A Modification is (1) a written -amendment to this Agreement +A signed by both parties; (2) a Change Order; (3) a written inter- pretation issued by any party having authority to do. so here , under; or (4) a written order for a, minor change in Work iaaued_ by.;the- .Architect pursuant to Paragraph 9.3. This Agreement shall be, interpretedand. construed along with all of such. Contract, { Documents. 1.1 The Construction Teams The Construction _Manager, the, ' O�+ner, and the , e tact - g gear called the . "Construction' Team" shall' work from the beginning of design through construction: N u; coeapleton. The Construction Manager shall provide leadership'to'K t .J 4.Rj;.�.�s.� the 'Construction Team on all matters relating to construction._ i 4 The Contractor ("Contractor"), under the Standard Form ofAg„Fe, ment between Owner and Contractor attached hereto as Exhib1r{ 1 y X shall be part of the Construction Team. Attached hereto and made a part hereof as Exhibit ► a certain Architect's Agreement between Construction Manager and Architect (the "Architects Agreement") $ F 1.2 `Mxtent of Aarreement: This Agreemente along with the Master Agreements represents the entire agreement between the owner and the Construction Manager and supersedesWhen ll prior Drawingsneand .tiations. representations or agreements. Specifications are complete, they shall be identified by amend- ment to this Agreement• This Agreement shall not be superseded by any provisions of the documents for•construction-and may be - amended only by written instrument signed by both the owner and the Construction Manager. 1.3 Definitions: The Project is the total construction to be performed un ei this Agreement. The Work is that part of the construction that the Construction Manager► under its direc- tion* or the Cononstructionor is to that aetfaca-wLth his particular Tradewn forces or Contractor istat o part of the cons perform. ` 1.4 independent Contractor: Except to the extent expli- citly stated a sewhere herein, t e Construction Manager shall be. deemed to be an independent contractor, and no agency relation- ship between Construction Manager and Owner shall be deemed created hereby. ARTICLE 2 - - CONSTRUCTION MANAGER'S SERVICES The Construction Manager will perform the following services under. this Agreement in each of the two phases described below. 2.1 Design Phase: 2.1.1 Consultation DuringProject Develo sent: Schedule and attendregular meetings w th owner an the Architsct/Engineer and -when requested by Owner during the deve lopment of conceptual and preliminary design to advise on site r use .and improvements, selection of materials, building systems and equipment. Provide recommendations on construction feasibi lity. availability of materials and labor,.time requirements:,,for Installation and. construction, and factors related to cost including costs of alternative designs or materials, preliminary : 4 budgets, and possible economies. i '�, J b tye� E 7 y x < r _k 8- r� Ei� j � f�k F i}rJGcJ�r¢y�!Yi ST FAIR`,''g�.v,+5'¢'�°..•;�*�k� c j'%j"'yJ"'� r ? �yruJ' { 3 F y Yw • ji 2.1.2 1.111 F,:hedulirLJs Update the Project Time Schedule attached hereto as E°chibit 'G" incorporating a detailed schedule far the construction operations - of the Project, including realistic activity sequences and durations, allocation of labor and materials, prricessing of shop drawings and samples, and delivery of products requiring long lead-time procurement. include the owner's occupancy requirements showing portions of the Project having occupancy priority. Ensure that construction in the theatre halltake iplaceand Octo y during the time period during any year betweenMay 2.1.3 Project Construction Budget: Attached hereto as Exhibit "0" is an approved initialbudget zvr the Project (the "preliminary Budget:"). Construction Manager shall prepare an estimate based on a quantity survey of Drawings and Specifica- tions at the end of the schematic design phase for approval by the owner as the Project Construction Budget (the "Revised Budget" or "Project Construction Budget"). Update and refine this estimate for the Owner's approval as the development of the Drawings and Specifications proceeds, and -advise the owner and the Architet=eco�endations for appears orrective act Budget will not be met and make 2.1.4 Coordination of Contract Documents: Review the Drawings and Specifications as -they are being prep recommending alternative feasibility solutions or l whenever design details affect construction 2.1.5 Construction Planning: Recommend for pur- chase and expedite the procurement of long -lead items to ensure their delivery by the required dates. 2.1.5.1 Monitor and control the division of Work in the Drawings and Specifications to facilitate the bidding and awarding of Trade Contracts, allowing for phased construction taking into consideration such factors as time of performance, availability of labor, overlapping trade jurisdictions, and pro- visions for temporary facilities. 2.1.5.2 Review the Drawings and Specifica- tions with the Architect/Engineer toelitainate areas of conflict and overlapping in the Work to be performed by the various.Trade Contractors and prepare prequalification criteria for bidders. 2.1.6Ectual Emplo ent rtunit : Determine applicable requirements for equal employment opportunity programs for inclusion in Project bidding documents. - 2.1.7 Instruct the architect to proceed pursuant to the Architect's Agreement and monitor the Architect's progress - 3 - t= t 'e (L ng 1,7 g,��+' Kk 1 • r a {7�� x SAY,: +vh'} �l' C w'1 n � �•� (vy -� 4 F 1ny+t _ a tk 11,04 ifIF AK .. .. ... .__ _. ... �_ ._ ...... .:. ... .... ..__e. ...�a--..., ..v.. x.i_--,..rjn.rA.s`utieut.tG��Yl,an1_.IF..E..+'e�,•.t'61 �5• _ tharaunder to Vhaae, of the rA&WIft anoUre that the Architect's Work Uhdet Architect's Agreement will be completed 2.2 - Construction. -Phase: the design in a timely .2.2.1 Project . Control: Monitor the Work of the Trade Cont radtors and coordi-nate the Work with the activities and. r asponsibLILties Of the. Owner. Architect/EngIfteer and Construe- tLon Manager to complete the Project in accordance with the Owner's objectives of cost, time and quality. 2.2.1.1 maintain a COMPOtOnt full-time staff at the Project site to coordinate and provide general direction of the Work and progress of the Trade Contractors an the Project. 2.2.1.2 Establish on -site organization and lines of authority in order to carry out the *overall plans of the Construction Team. 2.2.1.3 Establish procedures for coordina- and tion among the Owner, raseee nneCttConstruction Manager with pt to all aspects Of the Project and implement such procedures. 2.2.1.4 Schedule and conduct progress meetings at which Trade Contractors, owner,,' Architect/Engineer and Construction Manager can discuss jointly such matters as procedurest progress, problems and scheduling. 2.2.1.5 Provide regular monitoring of the schedule as construction progresses. identify potential variances between scheduled and probable completion dates. .-Review schedule for Work not started or incomplete andrecommend to. Trade Contractors adjustments in the schedule to meet the probable completion date. Provide summary reports of each ,moni- toring and document all changes in schedule. 2.2.1.6 Determine the adequacy of the Trade Contractors' personnel and" equipment and the availability ;-of - materials and supplies to meet the schedule. Take actionwhen. requirements of a Trade Contract are not being met'. Upon: -any Cancellation of this Agreement by Owner for cause, owner may -deal* ... directly with all Trade Contractors. 2.2.1.7 To adequately secure the Project until completion. 4 F� , W 0_ K� I ti 242,2 Cost Control: Develop and monitor an effec- tine, system of Pro3ect cost controls incorporate approved changes to the Budget as they occur, and develop cash flow reports and forecasts as needed. Identify variances between actual and budgeted or whenever costs costa exceeds Owner budgets aor nd Architect/Engineer projected estimates. 2.2.2.1 Maintain cost accounting records oh. authorised Work performed undeunit costs, actual accounting costs for labor and material► or other records. Afford the three 3)Cess to these records an ears after final payment.preserve them for a period of t Y 2.2.3 Chan a Orders: Develop and implement a Sys for the preparat on, review and irable chan processing to t e ofChange Orders. Recommend necessary or des g the Architect/Engin the 'Ownerewande the ts for Architec /Engineer.uband recommendations to assist in negotiating Change Orders. 2.2.4 Payments to Trade Contractors: Develop and implement a procedure for the review, processing and payment of applications by Trade Contractors for progress and final pay- ments. Construction Manager shall ensure that all under Florida Statutes. such payments are properly made as provide 2.2.5 Permit and Fees: Obtain all building permits and special permits for permanent improvements, excluding permits for inspection or temporary facilities required btain approvalsaobtained directly by the. various Trade Contractors.all-the authorities having jurisdiction. 2.2.6 Owner's Consultants: feSsio qu1 services assist ofthe Owner in selecting an retaining !re surveyor, testing laboratories and "special consultants, including asbestos se testing if requested responsibilitydor liability Ofcoordinate Or services, without assuming any for these consultants. Neither Owner nor Construction Manager have made any provision or allocation of cost in connection with any asbestos which- may be found to be present in the existing all improvements: If any such asbestosesofoactionhorpthearties cityhmay agree to a mutually acceptable courConstruction Manager _ elect to terminate this Agreement and pay the portion of its fee then earned plus all other amountsterminadue (or accrued) Construction Manager through the -date 2.2.7 ins action: inspect the Work of Trade Con-- tractors for defects and deficiencies in the Work. 2.2.7.1 Review the safety programs of each of the Trade. Contractors and make appropriate recommendations. t - In making such recommendations and carrying out such reviews, he 5 ' 1 { sf L 2Fi s f {: <` a .z t2.. t 1yt � „A•,,�,p�f 77 p • y�t� 74„r" 3�'"af yak _ ' snail not be required to make exhaustive or continuous inspec- tions to check'safety precautions and programs in connection with the Project. The performance of such services by the Construe , tion Manager shall not relieve the Trade Contractors of their responsibilities for the safety of persons and property, and for compliance with all fed, ate and local st&tutesp to the conduct of the Workulesi regulations and orders applicable 2.2.8 Document Inter re_ t_ ation: Refer all questions for interpretation of the cocuments prepared by the Architect/ Engineer to the Architect/Engineer with copies W the Owner.. 2.2.9 Shoo Drawings anand .�S.ate�les,.: in collaboration with the Architect/ ng neer, estaciisn and i plemen procedures for expediting the processing and approval P drawings d. samples. 2.2.10 Re its and Project Site Documents: Record the progress of the re ect. Submit written progress reports to the Owner and the Architect/Engineer including information on the Trade Contractors' available to the Owner and the-Architect/Engineer. Archite of ect/Engineer. leti no Keep a daily log 2.2.10.1• Maintain at the Project site or at the main office of the Contractor in Coral Gables, Florida, on a current basis: records of all -necessary Contracts, Drawings, samples, purchases, materials, equipment, maintenance and opera- ting manuals and instructions, and other construction related documents, including all revisions. Obtain data from Trade Contractors and maintain a current set of record Drawings, Speci- fications and xtermination of this Agreementals. At the ortion the Project, Project, or other deliver all such records to the Owner. 2.2.11 Substantial/Completion: Determine Substan- tial Completion of the Work or designatid. portions thereof and prepare for the Architect/Engineer •a list of incomplete or unsatisfactory items and a schedule for their completion. Substantial Completion shall be when a certificate ofcompletion ompletion (and/or a certificate of occupancy, if applicable) and Owner can take occupancy of the Project. to the Ar0hitectlSn9ineer required guarantees, affidavitsr feleases, bonds and waivers. Turn over the diner all keys, manuals► record drawings, maintenance stooks► and as built$. 2.2.14 Warranty:. Where any Work is performed by the Construction managers own forces or by Trade Contractors under contract with the Construction Manager, the Construction Manager shall warrant that all material* and equipment included in such Work will be new, unless otherwise specified. -and that such Work will be of good qualitYr free from improper workmanship and defective materials and in conformance with the Drawings and Specifications. With respect to the same Work, the Construction Manager further agrees to correct all Work defective in material and workmanship for a period of one year •from the Date of l Completion or Substantiafor such longer periods of time as may be set forth with respect to specific warranties contained in the trade sections and the liveriftoa the Specifications- The eanyConstruction specific written er shall collect a warranties given by others. 2.2,15 Instruct the Architect to continue its obli- gations under the nathe Architect's Agreement to the De Phase) and monitor Architect's prorss 2.2.16 The Construction Manager shall obtain for the site of the project all necessary surveys describing the physical soil characteristiciimita ionsutiiftynloca ions,a legalvdescription, testing legs and appraisals. 2.2.17 The Construction Manager shall secure neces- sary approvals and permits nt lstructuresd ororforepermane permanentiont use or changes in - occupancy of perms existing facilities. 2.2.18 The Construction Manager will be furnished with all copies of Drawings and Specifications reasonably neces- sary for the execution of the Work, and parking for workmen l- 2,3 Additional Services. 2.3.1 At the request of the owner the Construct, irn Managerwillprovide the following additional services upon wr, ten agreement between the owner and Construction Manager defining' the.:extent of such additional services and the amount and manner, in which. the Construction Manager will be compensated for such additional services. s 3. 2.3.2 Services for tenants or rental spaces are not Owner, or its designee, shall continue a part of this Agreement. t` Y - 7 - F ,SS JZ r F FmwY��%w Ja . �r , g"rN r' a t � . fie} ggl y _ 4rI't' - 497 r to operate and Manage merit the Project during the term of this Agrea- 2.3.3 Obtaining or i tenance service training maintenance personnel or negotiating man contracts. 2.4 Excluded Services. Excluded from the scope of work contemplated-- ontemplated esesn • the any ariteed a such as w ter p sewer are gasCosts and - related to off -site worn electric service to the sites road work or ofconnectionrwo resin dthse public right-of-way; utility deposits • turbance or,relocation of existing tenants: 2.5 Performance Bonds. Construction Manager shall tiorto provide Owner w t a performance tutor inacceptable eshall ebeorm inciuded is Conn the GuaranteedsMaximum Price. n# the cos ARTICL$ 3 OWMIS RZSPOM-SIHILITIES 3.1 The Owner shall provide full information regarding his requirements for the Project. 3.2 The Owner shall designate and has representative authoritywto issue shall be fully acquainted with the Project ruction Budets, issue Change orderst an approve Project C t1 t and furni h ginformation expeditiously. render decisions promptly 3.3 The Construction Manager has mreen retained the for design chi ect in accordance with the Architects Ag ents for the Project. Owner shall prepare construction docum cooperate with Construction Manager and Architect in the per- formance by the Architect of its duties. 3.4 The Owner shall furnish such legal Pervices as tro 'eet and ay be such necessary to meet its obligations in auditing services as he may require; and -all costs involved with Project financing. 3.5 The Owner shall provide the insurance for the Project as provided. in Paragraph 12.4. The cost of certain of such insurance may be paid by Construction Manager to the extent so indicated in the Preliminary Budget as not part of the cost of the Project. 7 3.6 The services, information,. surveys and -. reports_ required by the above paragraphs or otherwise to be furnished.by r -.. ,f ais 7 5 rye.. -•y - 1 - r x a• a — a - T - yyzz '- .` .. •: .,. -.. .+t... ;, .-. {, .._ ,� . . ,,. ... ..' ....'e ,_ ':....', ... ... , . e _ r',.,•s•,.+.ak ,. _.. .. .3'. . '�x.';ai.lre3`SS� ..3 «�.'^-'"5�.., 4 -- c _ r; r J Ak %to oth*f consultants employed reasonable proMptness at the Manager shall be entitled to nbas thereof- 3.� If the Owner becomes aware of any fault or defect in the Project or nonconformance with the Drawings and Specifics- tions, he shall give prompt written notice thereof to the Con- struction Manager. 3.8 The Owner shall furnish, prior to commencing work and at such future times as racy be requesedthat reasonable sufficientevidence funds satisfactory to the Construction Manage are available and committed evifor dence is furnished he entire �tthe ConstruOf the ction Unless such reasonable evade Work, or may• Manager is not required to commence or continue any if such evidence is not presented within nerreiThe failure sonable eofsthe the Project upon 1top 5 days notice to the Ow Construction Manager to itnusll tnotp be s hwaioproviding e Downer's evidence at any one time s obligation to make payments pursuant to this Agreement nor shall it be a waiver of the Construction mat a laterht date request or. _ insist that such evidence be provided a 3.9 The Owner shall communicaMtana with except h the ade Contrac- ss provided tors only through the Construction 9 elsewhere herein. ARTICLE 4 TRADE CONTRACTS 4.1 The Construction Manager shall be respono=ibu der the owner' for the acts and omissions of the Contract Construction Contract and Trade Contractors and such gContractors - a contract with the Construction Manage ;y and Trade Contractors" agents and employees. _ k ARTICLE 5 hh �E 5.1 The services to be provided under this Contract shall be in general accordance with the.Project Work Schedule attached hereto as Exhibit S.2 At the time a Guaranteed Minimum Price is esC r,. lisped, as provided for in Article 6, a Date of Substantial Com- 9•; pletion of the project shall also be established. j r ; - 9 - 4 Y.0 � i TM J K h z at f i f k r s 1, yi� rat #r�v �H .OYgi�ti nyiA �SON 01 ii TA a �(2J�JJ�iI - hx' £ 5j r- tti F i t Y� x�. 4 J tE f 4 , by Owner, shall be furnished with owner's expense and the COnattuttion rely upon the accuracy and complete Sri The bate of Substantial Completion of the project or - a designated portion thereof is the date when construction is sufficiently complete in accordance with the Drawings and Speci- fitations so the Owner dan occupy or utilize the Project or designated portion thereof for the use -tor which it •is intended. Warranties cilled for by this Agreement or by the Drawings and Specifications shall commence on the Date of Sub- stantial Completion of the project or designated portion thereof. . Y 5.4 If the Construction Manager is delayed at any tist in the progress -of the Project by any act or neglect of the Owner or the Architect/Engineer -or by any employee of either, or b separate contractor employed by the Owner, or by changes ordered in the Projecte or by ,labor disputes, fire, unusual delay in transportationt adverse weather conditions not reasonably antici- pated, unavoidable casualties or any causes beyond the Constiruc- tion Manager's control, or by delay authorised by the Owner pending arbitration, the Construction Completion Date shall be extended for a reasonable length of time. 5.5 Failure ofthea Construachedulection established hereuer to ndere the shall Project within the constitute a default by Construction Manager hereunder. ARTICLE 6 'GUARANTEED MAXIMUM PRICE 6.1 . When the design, Drawings and Specifications are sufficiently complete, the Construction Manager will establish a Guaranteed Maximum Price, guaranteeing the maximum price to the Owner for the Cost of the Project and the Construction. Manager's Fee in accordance with the terms of the Master Agreement. Such Guaranteed Maximum Price will be subject to modification for changes in the Project as provided in Article 9, and for addi- tional costs arising from delays caused by. the Owner or its agents. 6.2 The Guaranteed Maximum Price will only include those taxes in the,Cost of the project which are legally enacted at the time the Guaranteed Maximum Price is established. f ARTICLE 7 .. J.J. CONSTRUCTION MANAGER'S FEE` 7.1 In consideration of the performance of the Contract, the Owner agrees to•pay the Construction Manager in current funds -T - 10. _ t x 1 Um d 7= y, 5 C _ g, 4i �� F t t �s by ry t ti vs �J ti^K ':•1� :�t ��Y,.�'"4d ti s ley � r 5 i t _ as set oompensation for his services h. Ccnatruction Manager's Fee as forth in Subparagraphs 7.1.1 and 7.1.2. 7.1.1 For the performance of the Design Phase sets vices, a fee equal to l0t of the entire Cost of the Project incurred during the Design Phase, which fee shall be paid at.such time a: the construction plans are approved by Owner. 7.1.2 For work or services performed during the Construction Phase, a fee of ten percent .of the entire -incurred Cost of the Project which shall be paid monthly as costs of the Project are incurred. Any balance of fees shall be paid at the time of final payment. Monthly payments for hard construction costs items, but not other costs, excluding the final paytaento shall be subject to a holdback of M 10% until the Project is All So% complete: and (ii) Si after Project is 50• complete. amounts so withheld shall be paid with the final payment to Construction Manager. 7.1.3 For delays in the Project, due to the action or. inaction of Owner as a party to Crean there tethe Construction equitable adjustment in the f oWensa Manager for his increased expenses. [Deleted) ntas 7.1.4 The Construction Manager shall be paid an additional fee in the same proportion as set forth 7.2.1 .if he, Construction Manager is placed inchargeof the reconstruction of any insured or uninsured loss. (Deleted) Initials a 7.2 included, in the Construction Manager's Fee are the He Y' follow,ags t fl 7.2.1 Salaries or other compensation of the Con- ` struction Manager's employees at the principal office and branch {m offices, except employees listed in Subparagraph 8.2.2. t Sa X 7.2.2 General operating expenses of the Construe- ° tion Manager's principal and branch offices, other than the field office. 7.2:3 Any part; of the Construction Manager' eapi rt� tai expenses, including interest on the Construction Manager<"s 4Fs_ capital employed for the.project. Y3y x #. y S' JQ + t t w k s}+k'x> }M��,d rt • r -. 1 k 1� - e'� .�,. e �� t 'Yr i iti k N v3 s�{fi%�' J Y t fi i ? 1 7.2.4 overhead Or general expenses of any kind: except as may be expressly included in Article S. Costs in. excess of the Guaranteed Maximum price.except as otherwise provided for herein or in the'Develop� went Agreement. ARTICLS 8 CGST of Tu PRO MWT 8.1 The term Cost of the Project shall mean casts properly incurred in the Project during either the Design or Construction Phase, and paid by the Construction Manager, or by the owner- if the owner is directly paying. Trade Contractors upon the oihou owittlimiton eapproval theitems setfort inthis dcncosts shall include Article. 8.1.1 The Owner agrees Manager for the Cost of the Project Such payment shall be in addition to Fee stipulated in Article 7. 8.2 Cost items. to pay the Construction as def ined in Article 8. the Construction Manager's 8.2.1 Wages paid for labor in the direct employ of the Construction Manager in the performance of his Work under applicable cc: ective bargaining agreements, or under a salary or wage schedule such welfare b by he otherser and benefit if any Construction asamayeb� • and including payable with respect thereto. 6.2.2 Salaries of the Construction Manager's employees when stationed at the field office, in whatever capacity employed, employees engaged on the road in expediting the production or transportation of materials and equipment, :and employees. in the main or branch office performing the functions listed below: ' 1. Construction Manager ,. 2. Assistant Construction Manager. x i 3 Scheduling and Cost Manager- { 4.: Secretary 4: S. Bookkeeper 8.2.3 Cost of all employee benefits: and taxes such- items as unemployment-canpensation and social security, insofar as such cost is based on wages, salaries, or, other remuneration paid to employees of the Construction Manager and 12 X:1 ! .-. - ,- J � r +{^fir ,`•�. r F ¢h * l included in the Cost of the Project under Subparagraphs 8.2.1 and 8. 2 . 2 . + 0.2.4 Reasonable transportation, traveling, moving, and hotel expenses of the Construction Manager or of his officers or employees incurred in discharge of duties connected with tht Project. 8.2.5 Cost of all materials, supplies and equipment incorporated in the Project, including costs of transportation and storage thereof. 8.2.6 Payments made by the Construction Manager or Owner to Trade Contractors for their Work performed pursuant to contract under this Agreement., 8.2.7 Cost, including transportation and mainten- ance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workmen, which are employed or consumed in the performance of the Work, and cost less salvage value on such items used but not consumed which remain the property of the Construction Manager. 8.2.8 Rental charges of all necessary machinery and equipment, exclusive of hand tools, used at the site of the Pro- ject, whether rented from the Construction Manager or other, including installation, repairs and replacements, dismantling, removal, costs of lubrication, transportation and delivery costs thereof, at rental charges consistent with those prevailing- in the area. _ 8.2.9 Cost of the premiums for all insurance which the Construction Manager or owner is required to procure by this Agreement or is deemed necessary by the Construction Manager, unless specified in the Preliminary Budget to be not included in the cost of the Project. 8.2.10 Sales, use, gross receipts or similar taxes related to the Project imposed by any governmental authority, and for which the Construction Manager is liable and attributable .to the Project. 8.2.11 Losses, expenses or damages to the extent not compensated by insurance or otherwise (including settlement made. with the written approval of the Owner). 8.2.12 The cost of corrective work subject, however,'- to the Guaranteed Maximum Price, except to the extent the same is caused by the negligence of Construction Manager. -S rY- E P� 13 - r 4 L-: 1 3 i h xl qt 'Er +r: L4 - d .— F - r ty n4 diy a t 1 Y y Y E + 5 8.2.13 Minor expenses such as telegrams, long- distance telephone calls, telephone service at the site, expressage, and similar petty cash items in connection with the Project. 8.2.14 Cost of.removal of all debris. 8.2.15 Cost incurred due to an emergency affaCtinq the safety of persons and property. 0.2.16 Cost of data processing services required in the performance of the services outlined in Article 2. 8.2.17 Construction Manager's legal costs reasonably and properly. resulting from prosecution of the Project for the Owner - limited to $75400. .• 8.2.18 All costs directly incurred in the perform ance, of the Project and not included in the Construction Manager's Fee as set forth in Paragraph 7.3. 8.2.19 Performance bond costs. ARTICLE 9 CHANGES IN THE PROJECT 9'.1 The. Owner, without invalidating this Agreement, may order. changes in the Project ("Changes or "changes") within the =F general scope of this Agreement consisting of additions, dele- tions or other revisions, with the Guaranteed Maximum Price, if established, the Construction Manager's Fee and the Construction 1 Completion Date being adjusted accordingly. All such Changes in the Project shall be authorized by Change Order. 9.1.1 A Change Order is a written order to the r' Construction Manager signed by the Owner or his authorizedagent{` issued after the execution of this Agreement, authorizing a Changer in the Project or, the method or manner of F° performance and/or an adjustment in the Guaranteed. Maximum Price, the Con- struction- Manager's Fee, or the Construction Completion: Date:_ Each adjustment in the Guaranteed Maximum Price resulting frcm`a Chan a Order shall clearlyy separate the amount attributable to the Zost,of the Project and the Construction Manager's Fee. Y 9.1.2 The increase or decrease in the. Guaranteed". Maximum Price resulting. from Change in the Project shall be � determined .in "one or more of the following ways:, `p t -14- r h y + ,' V", 1 4• t{x MAIN 71 y 1 rat m t ft`sR 6 y rim t' F - h t a sti {p.5i �r"•YsA}..; r a r !,' rk ` t r' avq ? , 1 — 5� '' . a� is `. ''�N4c3 �ita�;.��rTr•.,,y^q,�y�-.+. %�'; .._ ,.. :.. ... �^- '� .,...,.. .., ... 5.ty ...� P.�. . .� :. ., ... . � .. . ., ... •. 3,. 4 i.;a4;Y t.{'t-�R.r,,:.� �i'k.,';.',;h4��rF - 1. by mutual acceptance of a lump sum properly ittmited and supported by sufficient substantia- ting data to permit evaluation; 2.' by unit prices stated in the Agreement or sub- sequently agreed upont 3. by cost aw defined in Article 8 plus 10%; 46 by the method provided in Subparagraph 9.1.3. 9.1.3 if none of the methods set forth in Clauses 9.1.2.1 through 9.1.2.3 is agreed upon, the Construction Manager, 'provided he receives a written order signed by the Owner, shell promptly proceed with the Work involved. The cost of such Work shall then be determined on the basis of the reasonable expend- itures and savings of those performing the'Work attributed to the change, including, in the case of an increase in the Guaranteed Maximum Price, a reasonable increase in the Construction Manager's Fee. in such case, and also under Clauses 9.1.2.3 and 9.1.2.4 above, the Construction Manager shall keep and present, in such .form as the Owner may prescribe, an itemized accounting together with appropriate supporting data of the increase in the Cost of the Project as outlined in Article 8. The amount of decrease in the Guaranteed Maximum Pr ,ce to be allowed by the Construction Manager to the Owner for, any deletion or change which results in a net decrease in cost will be the amount of the actual net decrease. When both additions and credits are involved in any one change, the increase in Fee shall be figured on the basis of net increase, if any. 9.1.4 if unit prices are -stated in the Agreement or subsequently agreed upon, and if the quantities originally con- templated are so changed in a proposed Change Order or as a result of several Change Orders that application of the agreed unit prices to the quantities of Work proposed will cause sub- stantial inequity to the Owner or the Construction Manager, the applicable unit prices and Guaranteed Maximum Price shall be equitably adjusted.,- 9.1.5 Should concealed conditions encountered in' the performance of the Work below the surface of the ground or. _t should concealed or unknown conditions in an existing structure. { be at variance with the conditions indicated by the Drawings,: Specifications, or Owner -furnished information, or should unknown physical conditions below the surface of the ground or should concealed or unknown conditions in an existing structure of an unusual nature, differing materially from those ordinarily encountered, be encountered, or work beyond the scope of the Drawings and Specifications be performed, the Guaranteed Maximum 15 } 1 : AN Y}�' s, it �� S"t Y)�C t�s r� �i ,�•� F at t y`�v y price and the Construction Completion Date shall be equitably adjusted by Change order upon claim by either party trade within a r seasonable time after the first observance of the conditions. 9.2 Claims for Additional Cost or Time. 9,2.1 If the Construction Manager wishes to snake a claim for an increase in the Guaranteed Maximum Priest an increase in his fee, or an extension in the Construction completion Date► he shall _give the corner written notice thereof within a reasonable time after the occurrence of the event giving rise to such claim. This notice shall be given by the Construe tion Manager before proceeding to execute any Work, except in an emergency endangering life or property in which case the Consk struetion Manager shall act, at his discretion, to prevent threatened damage► injury or loss: Claims arising fro Nodsucelalt shall be made within a reasonable time after the delay. the Con - claim shall be valid. unless so made. if er and struction Manager cannot agree on the amount of the adjustment in the Guaranteed Maximum Price, Construction Manager's Fee or Con- struction Completion Date, it shall be determined pursuant to the provisions of Article 16. Any change in the Guaranteed Maximum tion Date Price, Construction from such claimeshallrls ebeoauthorizedtbynChanComgeeorder. resulting fr 9.3 Minor Changes in the Project. 9.3.1 The Construction Manager's Architect/Engineer will have authority to order minor Changes in the Project not involving an adjustment in the Guaranteed Maximum Price or an extension of the Construction Completion Date and not incon- sistent with the intent of the Drawings and d p hill beibinding on Changes may be effected by written order an s a the owner and the Construction Manager.. 9.4 Emergencies. 9.4.1 in an emergency affecting the safety of his 5 -` persons or property, the Construction Manager shall act, at damage, in or loss. Attu, discretion, to prevent threatened in the Guaranteed Maximum Price or extension°of time increase claimed by the Construction Manager on account of emergency shall be determined as provided in this Article. } i milli�r r ARTICLE 10 { biSCS Ail "discounts for prompt payment shall accrue to the Comer tb .the extent the Cost of the Project is paid directly by the Omer or from a fund wade available by the Owner to the Construe- tioit Manager for such payments. To the extent the Cost of the Project is paid with funds of the Construction Manager# all cash -- discounts shall accrue to the Construction Manager. All trade 4 discounts, rebates and refunds, and all returns from sale of surplus materials and equipment, shall be credited to the Cost of the Project. ARTICLZ 11 PAYMENTS To THE COMMOCTION NAXWZR 11.1 The Construction Manager shall submit monthly to the owner a statement, sworn to if required, showing in detail all moneys paid out, costs accumulated or costs incurred on account of the Cost of the Project during the previous month and the amount of -the Construction Manager's Fee due as provided in Article 7. Payment by the Owner to the Construction Manager of the statement amount shall be made within ten (10) days after it is submitted. 11.2 Final payment constituting the unpaid balance of the Cost of the Project and the Construction Manager's Fee and all retention held shall be due and payable when the Project is deli- vered to the Owner and a Certificate of Completion for - Certificate of occupancy, if applicable) is issued and the Project is ready for beneficial occupancy, or when the Owner occupies the Project, whichever event first occurs,.provided that the Project be then substantially completed and this Agreement substantially performed. If there should remain minor items -:to be completed, the Construction Manager and Architect/Engineer } shall list such items and the Construction Manager shall -deliver, in`wri.ting', his unconditional ptomise to complete said. items within a reasonable time thereafter. - The owner -may .retain a sum equal to 150% of the estimated cost of completing, -any unfinished 5 items, provided that said unfinished items are listed separatelyql and'the estimated cost of completing any unfinished items like- -wine listed separately. Thereafter: owner"shall.pay.to Construc— tion Manager, monthly, the amount retained for incomplete items as each of said items is completed. The. final payment in . full,, �4= _ including all punch list items, to the Construction Manager shall. 4 be' made at the time of Final Completion of the Project., includng,h all punch list work. t 17 >r r i `4 s zr Z 4 '. , 1 ,fitftyi �`7kt"•grp'f.:xs' L y Ftµ f 1Y vi n s 1 iiEFx ti d4 Awl b y _ x ! �A1 ix 7 r 'uK •� r-\ay,•ii li�,.�� - - i t 1 'Yr''2-ar+wsti Ee tfy W t f. n 4 � i .t � - 5 �! f 11+� fihe Construction Managet shall pay all the amounts due Trade COnttactbrs► the Contractor and the Architect, of other personi� with whom he has a contract upon receipt of any payment from the Owner► the application for which includes amounts due such Trade Contractor or other persons. before issuance of final da ► ent, .the Construction Manager shall submit satisfactory evi- dance that all payrolls, material bills and other indebtedness connected with the Project have been paid or otherwise satisfied. 11.4 if the Owner should -fail to pay the Construction Manager within fourteen (14) clays after the time the payment of any amount becomes due, then the Construction Manager may# upon seven (7) additional days' written notice to the Owner and the ArchitUct/ Engineer, stop the Project until payment of the amount. owing has been received. ll.5 Payments due but date due untilepaid inar rf ll�at the . d shal rate of 10% per annum from the ARTICLE 12 INSURANCEp INDEMNITY AND WAIVER OF SUBROGATION 12.1 Indemnity. 12.1.1 The Construction Manager agrees to indemnify and hold the Owner harmless from all klaims itselfo and Bother injury property damage (other than the and Work insured under Paragraph 12.4) that may arise from the Construe- Lion Manager's operations under this Agreement or its obligations The Construction Manager's indemnity to secure the Project. e such party's shall not extend to activities by parties where presence on the Property is either improper or unauthorized. 12.1.2 The Owner shall cause any other contractor who may have a contract with the Owner to perform construction or installation work in the areas where Work will be performed under this Agreement, to agree to indemnify the Owner and the Construe tion Manager and 'hold thew harmless from all claims for .bodily injury and property damage!` (other than property, insured under Paragraph 12.4) that may arise from the contractor's operations.. Such provisions shall be in a form satisfactory to the Construe 4. Lion Manager. - r 12.2 Construction Manager's Liability Insurance. 12.2.1 The Construction Manager shall purchase and med maintain such insurance as will protect set forth below him and Owner which array additional insured from the claims ist Eli h d f t i 4i.v'4i� a r r- G- . �2sa • u tr rr e a 4 2 lR _ x { S' arise out of or resin uthis AgteAgreementwhether fromConstruction such operations beaby himseiadrons by nder: or any Trade Contractor by r yoneone for dwhoselacts any of tthemmmayybe . by any of them, liable. The coat of such insurance shall be included in the Cost of the Project. 12.2.1.1 Claims under workers compensationr disability benefit and other similar employee benefit acts which are applicable to the Work to be performed. 12.2.1.2 Clk„ o ms = disease, damages pational sic or death of his bodily injuryr occu employees under any applicable employer's liability law. 12.2.1.3 Claims for damages because of bodily injury► death of any person other than his employees. 12.2.1.4 Claims fdr damages insured by usual personal injury liability coverage which are �uindirectlystained �related any erson as a result of an offense directly to the employment of such person by the Construction Manager or by any other person. 12.2.1.5 Claims foe � dent=action of tangible s, other than to the Work itself, because of injury to property, including loss of use therefrom. 12.2.1.E Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. 12.2.2 The Construction Manager's Comprehensive General Liability Insurance alandn lude underground premises age)ateles Y` (including explosion, collapse vators, independent contractors, completed operations, and blan- ket contractual liability on all written -contracts, all including ; _ broad form property damage coverage. 12._X.3 The Construction Manager's Compcehens ve General and Automobile Liability insuran itten forgnot lees than paragraphs 12.2.1 and 12.2.2 shall be limits of liability as follows: Z, (a) Coa�prehsasive General Liability 51,000,000 Each Occurrence ., 1: Personal injury, $2,000,000 Aggregate: (Completed per t t - 19' z d 'F i�Y x^'f �✓S9kpp�7n'�'•k, — Z ai y jJ� itti'�YT_ y fi d J t 4c '7 a,• .. AftL x ptopett3 Oaaa$e $100004000 Lath Octurrentt $20000,000 Aggregate 3. tsebrelia Liability $2r000,000 Aggregate (b) Comprehensive Automobile Liability $190009000 Each Persoft .;. 1. Bodily Injury $200009000 Each Occurrence 2. property Damese $190000000 Each Occurrence 12.2.4 Comprehensive General Liability Insurance May for te'• rired or be arranged under a single. policy licieshwithltheimits balanca provided by a combination of underlying Po Policy - by by an Excess or Umbrella Liability p . y • 12.2.5 The foregoing policies shall contain a pro vision that be coverages afforded under the policies ) will prior cancelled or not renewed until at least sixty written notice has been given to the be ow Force -Certificates i be filed insurance showing such coverage with the Owner prior to commencement of the Work. 12.3 Owner's Liability Insurance. 12.3.1 The Owner shall be responsible for purchasing, and maintaining his own liability insurance as will proted, at his ct, him ase and maintain may purchin such insurance arise from operations under this Agree - against claims which .may _ mente 12.4 Insurance to Protect Project. 12.4.1 The Owner. shall purchase and maintain prop r. arty insurance in a form acceptable to the ocon=e Construction aas9of.. _ upon the entire Project for the full cost P the time of any loss. This insurance shall ,.include as',named insureds the Owner, any Mortgagee of the Project, the Cons r Trade Subcontractors tion Manager, Trade Contractors and the and shall insure against loss from . the perils of Fire, .. Extended. and shall include "All Risk" insurance tor: physical loss ordamageincluding, without duplicationof coverage,T`:tat k, least the�t, vandalism, maliciou2 mischief, transit, collapse,.; X flood, earthquake, testing, and damage resulting from defective . , limiM dncrease esign, workmanship or material. The Owns es imated replacement. of.. coverage, if necessary, to reflect rf. cost.. The owner will be responsible for any co-insurance penal- 20 16 1 t 5 'k K} 7 I{ Y` y =- - -ot' — • e '-1 A • � ¢ '^{ice y�i #t'r ,s"'{. Yet < t7.. Pik '"", tr,,,�rt. _ 8 --- -- - -_ }fi ties or deductibles. If the Project covers an addition to or ie adjacent to an existing building, the construction Manager, Trade Contractors and their ds underade theOwner'sractors Property shall additional insure Insurance covering such building and its contents. 1244.1.1 if the owner finds it necessary to occupy or use a portion or portions of the Project► other than the retail space and theatre,. prior to. Substantial Completion thereof, such occupancy shall not commence prior to a time mutually agreed to by the owner and Construction Manager and to which the insurance company or companies providing the property insurance have consented by endorsementca lied ores policy on accoli- ount ties. This insurance shall not be of such partial occupancy. Consent of the Construction Manager and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 12.4.2 The owners shall purchase and maintain such boiler and machinery insurance as may be required or necessary. This insurance shall includeCont=actorsrests Of and theirhTradenerr Subcon- tractors Manager. Trade tractors in the Work. 12.4.3 The owner shall purchase and maintain such insurance as will protect the owner and Construction Manager against loss of use of owner's property due Su o those ewils insured pursuant to Subparagraph provide coverage for expediting expenses of materials, continuing overhead of the Owner and Construction Manager, necessary labor expense including overtime, loss oofithe owner hand wthe Construcner and t determined exposures. Exposures tion Manager shall be determined by mutual agreement and separate limits of coverage fixed for,each item. 12.4.4 The Owner shall file a copy of all policies with the Construction Manager before an exposure to lops may occur. Copies of•any subsequent endorsements will be furnished to the Construction Manager. -The Construction Manager will.be given sixty (60) days notice of cancellation, non -renewal, or any endorsements restricting or reducing coverage. If the owner does not intend to purchase such insurance, he shall inform the Con- struction Manager in writing prior to the commencement of the Work. The Construction Manager may then effect insurance which • will protect the interest of himself, the Trade Contractors and their Trade Subcontractors in the Project, the cost of which shall be a Cost of the Project pursuant to Article 8, and the Guaranteed Maximum Price shall be increased by Change Order. - the Construction Manager is insurance purchase or maintain s e or tofure solnotify the Construof the ner e 21 r E, r r t� - 1 x4t x. t t I f SIT' 1 Y LC�i. J h;� - : tion Manager, the caner attributable thereto. Property Insurance Loss _Ad ustmeftt. 12i.S.1 Any insured loss shall be adjusted with thff Owner and the Construction Managerteem for de payable do the their And Construction Manager as true livable mortgagee clause.. interests may appear, subject to any app 12.5.2 upon the occurrence of an insured lobs,, taonies received will be deposited in a separ account and with the agreementthe trustees shall make distribution In accordance of the parties in interes itration in the absence Of aws d pursuant such Articlael6. in accordance with an arbitration 1f the trusteesdispute. shallle also be agree besubmitt d to arbitra arbitration. the puts loss, such disisp scant to.Article 16. 12.6 Waiver of Subrogation. 12.6.1 The Owner and Construction Manager waive all rights against each other, the Architect/Engineer, Trade Contrac- torst and their Trade Subcontractors for agesundecaused agraphperi4s to the extent covered by insurance prohave to the proceeds of such except such rights as they may insurance held by the Owner and Construction Manager as trustees. The Construction Manager shall require similar waivers from all Trade Contractors and their Trade Subcontractors. - ARTICLE 13 TERMINATION OF TEE AGREEMENT AND ORrM'S RIGHT TO PERFORM CONSTRUCTION MANAGER'S OBLIGATIONS 131 Termination by the Construction Manager 13.1.1 if the Project, in whole -or substantial pant. is stopped for a period of thirty days under an order of any court or other public authority having jurisdiction, or as'_,, a result of an act of government, such as a declaration of _a national emergency making materials unavailable , through`no act or "fault of the Construction Manager. or if the Project should`be `stopped for a period of thirty -days by the Construction Manager for the Owner's failure to make payment thereon or to cooperate M. with Construction Manager as necessary, then the •Construction Manager may, upon seven days written notice to the Owner and the Architect/Engineer, terminate this Agreement and recover from the Owrar payment for all work executed, the Construction Manager's— F � - 22 t . yx.r.-'Sf Year l't IMF=t'011 t. f' - C— `ir r J}J i 7 yi ' yycir$K f { _ a R { *`t J:pT"i^tiz•+�, £�iF:(d' q S1y6� YiJS f - 12.5 y shall bear Ali'rssgonable as `Sroperly fees earned to dater and for materials, eg+lipment, tools, nary, cancellation charges o struction Manager. any proven loss sustained upon AftY construction equipment and machi- n existing obligations of the Con- 12.2.1 If the Construction Manager fails to per=orm any of his obligationunder this aitheminto n �orLn, an ebowner tion he assumes to perform - ays' written notice during which the Construe eay, after sixty d tion Manager fails to rming e f thisrm Agreemenuch tatiin, which good such deficiencies or termination, or in the event of any other termination allowed by. Owner hereunder, Construction Manager ris hcom ll receive no further leted or until such payment of its fee until the ProjectP time as Owner abandons the The ProGuaranteed Maximum Priceect Or ceases lo iffany# period of six (6) months. good such shall be reduced by the cost to the owner of snaking g deficiencies. 13.2.2 If the Construction Manager is adjudged a bankrupt, or if he makes a general isa assignment sig meat for the account benefit of his his creditors, or if a receiverappointed on or if he persistently istently or repeatedly refuses or fails -time is to except in cases for which extension f roper materials edor if supplyenough properly skilled orP he fails to make proper payment to Trade Contractors or for materials or labor, or persistentflYan ublic autho ityisreards laws, inancest having rules, regulations or orders Y p jurisdiction, or otherwise is guilty of a substantial violation of a provision of the Agreement, then the owner may, withou prejudice to any right or remedy and after giveng he writtenCnotice, tion Manager and his surety, if any, seven days during which period the Construction eagerhe ails to oneure Manages violation, terminate the employment -of and take possession of the site and of all materials, equipment,. tools, construction equipment and machinery thereon owned hby atever. Construction Manager and may finish the Project by reasonable method he may deem expedient. in such case, the Con struction Manager shall not be entitled to receive any further payment until the Project is finished nor shall he be relieved from his obligations assumed under Article 6. 13.3 Termination bX owner Without Cause owner may terminate this Agreement without cause. 4,. 23 1 tty y ad,'x*"nn�?�,ftl 1l S Nth !1'Yr 4X�"�L i S F-z-a- R1��rfi-X U i Mi�7 k - Ax 4raiT F�yi thlt LAW This Agreement shall be governed by the I&V State of floCidai }:. AA'PICLZ is Mtl3CELLANNB pyl$bN .F 15.1 it is expressly understood that the Construction r Manager Shall be directly retaining the services of an Arohi I tect�Engineer and Contractos. Payment of the Architect's and r he Archit } Contractor `s fee* Shb�in a cosdance Manager de to t withe ct theand Mastartracto Agree f: by the Construction ger went, the cost for which shall be included in the cost of the project and the Guaranteed Maximum price. 15.2 No action or failure to bYright ror or dutysafforded Manager shall constitute a waiver o Y any of them under this Agreement; nor shall any such action or failure to act Constitute an appmraovabe fspoercificallyence agreed Sin breach thereunder, except as Y ; writing. ARTICLE 16 ARBITRATION 16.1 All claims, disputes and other matters 'in questions arising out of, or relating to hethis Architect/E Architect/Engineer's sreement or he breach decision thereof, except with respect to t on matters relating to artistic effect, and except for claims which have been waived by the making or acceptance of f inalccordance with the pay —' shall be decided by arbitration in a struction industry Arbitration Rules of the American Arbitration sociation then obtaining unless the parties mutually agree otherwise. This Agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law. 16.2 Notice of the demand for arbitration shall be filed with the other party to this Agreement and with the in writing American Arbitration Association.. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after the date when institution of legal or equitable E. laim, dispute o 11 tion would be barred by ther other matter in ques- proceedings based on such capplicable statute of limitations. " 24 s' _ r f 16.4 Unless otherwise agreed in writ*'.ng► the construction Manager shall carry on the Mork and maintain the Contract Cosaple- tioa bate during any arbitration Proceedings, and the owner shall L ayments in accordance with this Agreement. continue to snake p 16.5 All claims which are related to or dependent upon; eachother, shall be parties =e �the he�sa�e arbitrator aospecific*tors con even though the part tract prohibits such consolidation. 16.6 Any contrary contained in the Master signs of this Article 16. ATTEST: or inconsistent arbitration provisions Agreement shall control over the provi- > 7city Clerp. Approved as,to Form and Correctness: orge ernan ez, Attorney City _ FLAGLER LANDMARK A.tiScx.ir�rs.� r h � r �� 41 y h4 Z� i�,i — �. �� ..�yl.�e�m" 4 A!A DWNNW a 8141 • Standard Fort of Agreement Be'tween Owner and Architect 1987 EDITION - MIS titXVINA r "AS IMPORMW LEGAL cosurQmCES: comst3:TA770•V Wffm AN A 77 0R.VEY IS MOCRAGED R7TX RESPEC'i ro M Ci3.NPLMON 0R .V 0DIF1Crt ACiR�EMENT . made as of the 17th day of July Nineteen Hundred and Eighty S..•o In tie year of ei N the Owner: Flaglar Landwrk Associates f &•INIdrldONO 247 Minorca Avenue Coral Gables, Florida 33134 and the Architect: 3orrelli i Associates tow I^As Architects Planners y*� 7000 S.V. 62nd Avenue Suita'520. a s", Florida 33143 For, the wins Project: n i� billow IdlX%Iow'n 't h•osi Mid. yt i San theater/01 i,a jYildin` AdditionsX�� r "six i • ... .. _ . , : " �,� nit R'F'? � f� -� y fY'• - F 4 T ire caner and Architect agree as set forth' C4p!►n�ellll'. N=6.1P+s. t�Mt.19Ri.19Se. 196l.1%3. i966. N6•.1!'�p.1l7�.1!'!, a1lAb�►TI�iA�aa+e#n1�. �. , � , �� Of AM%dK . 1')f VM bunt AVO&M v v , WashailpW O C 20006 Ae�lpeKpoR of t11t'uytsril herein of � � `�� t Illittill.+ Peon o(tAe A!A r�ohtA tAe tOpgtylf� levers 0� illt �:AMea iniw ma �rdl Oe �_' NA OlOall/IR �101 O�rU•A3ClItTLCT AGettL�rT O To WtAKr1N DOM= Of ACIiIT3Cl3,1-31 xM TM A SI 1. � AUG� � C 3osac r ewaesta+• 0141 1iEl �� 1 �M All ud v w- 2.t CONSTII =ON PHASE—ADMIMTRATION OF THE CONSTRUCTION CONTRACT LLI -The Aetdfiseat's e+e PWA*dirY so.provde S Mc Seevhees` for the Consmectian Mm under nits AWIM M conteumm twtdh the 2-,u ache Contact for Constsuctian snd ae die eaebaof the tasuaetce to the Oww of the that Cesttfkue for PsymeMht Of6o days aier die dw asubsunua CoaPih a the WorL oMm ementled uthdne the tastes Of SubP 10s.s. LU The Ardtitea shall pf0vide sdmrwmmcn Of die Con tract iiof CorMUCt M as set lbesh bebW add in the I'll aort of ASA DOt OMA A201. C"Ma CordMlonn a the Contfsct for Corocnrctson, ev TM as o(dw dare a this Agreement. Unless othervee provided in this AgelBtMM. LL3 Duuas. rell0i +bdsua and RMAuxxhs a of dw Ardmect shag not be restricted. modibed Of Mended wOhM `rector ageeanene a dhe Owrner.artd ArchOW wrtth consent of the Contractor. which confetti shall nix be ur4vA0 Wv Wuhhdd. VOW TENNIS AM) C0IDITIONS OF AGREEMENT BETWEEN O 'ER AND AItCHITEC:T W j, AACMIT &V NB3� t.l ARCHITECT 8 =ERYM 1.1.1 The Mdwm*s "9111Ces cohsuc of OKM llfVM Pa. and i fir+ w Ar the AtehMeet. Aftsee hst s enipk>aes conpAUM as enhOtkr."4 n A Wes 2 WA ! 4 K do A natt sntl My whets "go Ottiipjed in Aethcle Il. . 1.1.2 The Asdttteet's senMVB 9W he performed -s eaped" wxWv as o euxWWffl a an prweswe+el"itlXW OwrMid ft the 0rdeeiv p0tntath a the Warlt. Lpwh reVuest AM Meet 00 submM lief the Owner's sWiva a ad, edlrle OW the perw Mice of the Ucmft**t t tenxes ~ mar be for perroft Of WM requWW for the Owner s MWW app VM of supnttsuons by sutttortues haunt MUChMn over. the holed. Tinto 10M esesMhshed by this schedUM approved bg the Owner she/ eta. amp AN lemeable CIUM be atoeteded br the Atelweet of Owner. 1.1.3 The Mrvtces cutired bl this Ateetertet t ate *Awn. to the time 1MnOswm cuni2ned in Sum I I.S.I. MT=2 SWFE OF ARCWMCrs BASIC sERVICLrs 2.1 WI MTI�1 udmea's NOW senxa consnt Of those dexnbed schedule or consuuc wn MApt. die Archtter t sha11 pepaeeby ate Owner. Dow Develo"nenk Daftew" a d0l"A"MWIGAP01 m ibteo i s W4 t1"Obc the sate and ChsnL r Of the Pro leet ss to welloft OW. imrc- miL mecfhsnttW and de*fgW satetns. ntiMenats and mch wl+K eletttettti � tttr► be appnoprrtr. LU The ArChom t shad sdwe the Owther Of mw adttsltsn m to the Pf bmnae?► MOM of Ctinstnscttun C"' 2.4 CONfTIlYCT10N OOCUMBM P1ASE L4.1 Btned 0n the appoved Coo anOwe Men and My stlKtsaaeehea llf the PnWct as. in the Wrotntcwn budW Owmei. the Aechi a shallpepaee. Coma vemn Documentscow a Dar~ (mot the S06COW uc• uuro seang (oath indt: W the e:gtaeattahis tton of the lrolecL L4.2 MW Arehimet da assist dw Owm in dw ptspeeat ottof the ntuesaaet► bedding Oforahaao N bi*M* foe W ON CAnd"' tiofr a the Canto= and the foam of Agreaet M betwtten the Owner and Caeneaeaof. L4.3 The Ard*W shall adtrin the Owner o(anv adhtwnenes to previous prelimow amnats of ConsuUMM Cale r4i' eaten by chances u+ eegutfesnM M of pmerd tlhwW eondMeons. L4.4 The Andutea shill suet the Owner in amneetton with the Owner's tr-pnns*dAv for M t docvenahts flqull" tot the approval of Asvernmental audwnues hsvnt mns bcmn Lt.t The . Over the PfWc a ,n pN3pW s :: thnno :.6 and m+y umef sen ses tderaed ut ."KV 1: as part a+( basht im es. mJ uxluae normal strut* LS SIDOMIO OR NgwTIATlCN PKA=E jury. mechantW and electrwal cnglttew" wnxes , y of the 2.8.1 The Afthttea. foquwvtt the Owner's appw . 2.2 SCHEMATIC OESWN /MASS C,ww uigu t Documents and of the htea pfettmill- % 041tr4e of C.,nuructtun Co-t. ,h.LU Abust the Owner in .,ht using 2.2.t The .%Mhne%-t %ha tev es the pffiw= furnbhed by the %K nepxtlted pfop�wis st:d sat un awafJu p Je+J prept:r.; Owner to A,.ertan the m4mements -if the Protect and shall cluum-ts (W corbtn min jMve n s :s+utwd unJeft%.w% njt i i("h requ iremem wwh the Owner LU The .UCtMert %ha pfr)Vlde 2 pre4rtlnar+ evalu2aon O( the Owner s pntltram. schedule and axtstn+ Mn budget requneenerm each in teems of the other. subject to the lillOW ttons M fixa n Subparagraph 5.2.1. LL3 The Ag&dwet shall re+x.r with the Owner 2Menhative apptthaetw godn#tph and cofeenon a the Peolae. L&S eased On the etuaar areed4hp130 PClo-_ sdheaule ants eonstruwm budget eegweenam. the Ardhini shag peepaee. im appnovat by dw owner. Saban Dosto owl'. mono en m -- - nit of draw M p and «her docun+ents 010100M the sale MW reimm o tt( trnject components. LLS The Uchstect shall subm to the Owner 2 Ix:4il94M eu rwa o(Conan=M Cult based On current m.. olume Of other unit costs. 2.3 09M10N 1 KV96vrutm+s t MPAP L3.1 eased on the appmved schemaue Dann Drxcurnents and env sdut:tawna authOnaeti by the Owner in the propafa. a� ASA 00VJM rt Ins+ • Oita 4kitCH TtCT +GatMMr . NO ML*.'TM 10MOM • A{AG • C190- $141.1987 2 d= TMe A &R"% L%STM M Of 0KHr et:Ts. t -!i %9V Y aK AvVWL!r V . WASICOGTOM. 0 G 2=0 { ss. aF 1 qy �r , LO A The Architect shall be a note m or and shalt stivise alai eonsuk with the Owner � I) dung . until final payment to the Contractor is due. and (2) as an Addloonat Ser- vice at the Owner s direction from tune to nine during the cor- teeft period described 6 the Contract rot Ct!llainiCw n. The Archact atoll have siithfeiry to art an behalf of the Owner only w the listens prow in this Agreement unkr otherwise tttodNe 0 by wmeten instawa ne. Z.0 The Andhicect shall visit the site at intervals apptflpence to the MW of cormuman all ate otherwise agreed by the Owner and Architect in wnttrhr to became senetally bndit with the pt RV and quality of the Work completed and to detennne in fifes it the Vork is being perhmned in a math• air sndicsMe that the Waric aim coMpkted will be in acctor. dance vi ih the Contract Documents. However. the Architect sW not be required to nWee exhft atoe or continuous ein-fee iiupaoloaa to ethedl the t uM" or gmuty of the Work. On the basis of on -site obewwwris as an archuect. the Architect shad keep the Owner intoem d of the ptopess and quality of the ooek. and shall endeavor to guard the Owner against deferets and dedoeehaes tin the avork. (.hforir ants- W out rriprisarratrirsoil tww bbr 49rrtd ro at an AdditeoiunN Bert M at ' o r ". - of Pwiyrapb j.2. j LU The Architect shall nor hart control over or charge of wad sMr not be espa WhI, rot cwdouction aseuu, ahetlods. technignm septancn or proeeduam or for satiety preau itmu and programs in connection with the Work, since thaw are so", the Comrxtor s responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's sdhedtilo or bdum to carry out tie Work in aecot dance with the Contract Documents. The Ardlkect shall not have control over at charge of acts err ormsowns of the Contrac- Ox. Subconteaetots. or their arena or employm. or of any other pexaons perforawhg portions of the Work. 2.41.7 The Architect shall at all tunes have access to the Work wherever is is in preparation ur pnopess. r.0 Except as may other•rise be pnn-ided in the Context Documents or when direct eommuni catkins hare been spot. call• mdkonwd. the Owner and Contractor shalt cunhmutt=w thnxgth the Architect. Cummunigntxts by and with the Atcht. tech s ctxtsultants shall be thniuph the Architect. Z.0 Based on the Architect s .ihservatums and crAluatiuns of the Contractor s ,kppiwztww fur P2FMCnc. the Architect shall ,,view aid certify the amounts due the Conaactuc. giiarhexr of suite Wot�,l tevie�ivtod kwnsauuctloih mks. itnettt- ods. cechniquea. segti� of pry,13) Mviewed copses of regwiuons received him Subeont wain and material sup - Plats and oche' data Mquesterd by the Owner to substantiate the Contractor s nght to payment or (4) ascertained how or for what purpose the C.ontrwm has used money pmv%kWv paid on account of the Cow= Sum. LL11 The Architect shod have sutnorfey to teteet Work which does not conft„m to the Contract Documents. vk henever the Architect conMers, it necaaary or adrtsabk for impkments- thon of the lntettc of the Ceiaract Documents, the Archnect will have authority to requite addinoNl atspecooit oor tests* of the Work in wcwd ice with the provisions of the Contract Ducw Mena. w•hethes a not such Rork a bbnaw%L tnstaikcl or ccxnpkt9%L Mowever. needier this MMhoixv of the Architect ntif a deebion made in good 6M erftt to exetebe of not W mer- o.•tae such aatlxoncy shay rive the to a duty or resptinsibdav of the Architect to the Contractor. Subcontrxtcxs. eetatetmi and equpMatt sappikM char amines Of empbvm or other per- sons perlbitew ptxtioaa or the Work. LL12 The Architect shall review and approve of take other, appnopnue actioe upon Contactor s submittals suta as Vxtp Drawnrs. Product Dan and Sanoples, but only for the limited ptieposa of etwddci * bx aoafoMma with inbratacton $tuns and the deNgri aotscept eatpeased in the corteacc Dcxvetrethts. The ArehMet's ai, a shall be taken with such reasonable P1011"M n to cruise no delay in the Rork or in the con. scruction of the Owner or of conuwwrs. whet aibw- tnr sutlkwit ache in the Arclow's protesswnai warcnenc to Perk adequM review. Review of saudh subenutals is nix cm - ducted for the purpose of determit" the accuracy and cum- pkte err of other details such as dimensions and qu antion or for RibsurANCIMIS uhs<nscWM b r installwon or periimnance tit equipment Or sys:eens designed by the Contractor. all of which remain the tespixhabilim of the Contractor to the e:ctaht required bg the Contract Doctimetta. The Archttect's review shall not constitute approval of safety premuaons ur. unkss others-tse speaikally stated by the Architect. at ounstniccion Means. Methods. technlqua. sequences or pnxviures. The Architect s apprto-il tit a specitic item shall not inotxjtc .oppniv W of An Assemhh• of Which the item t• t imp anent When profenionai certifkatichn tit pettnrmince ctarurcrr�tic• Of atacerds. nitcros ur equipment is required b% the Ointrr a Dthcuments. the Architect shall be entitied to rel%• urskn •itch ceatifx=iun to establish that the rimenah. <. •tom+ air rquip- ment will Meet the pedurmance criteria requires b• tnc Con- tact Documents. Lti.10 The Architect's eendicatiah for payment shall eoitul• lute a eeV we 'Pain to use Owner. based an the Atdhiteet's 2A13 The Architect shall piepa,, Change Orders and Coon. absen stioas at the site as provided in Snbparapaph 245 and the Contractor's Applkmm for Parr• st ustion Chmp Oinectrwm with Sipportirig documentation and rtata i< deerrhed aeeeeaey by tore AndYtea as provided in an th shwa the eo ether octal terdkwoed and phis a � 3,1. t and 3.3.3. tit ire Owner's approval acted is ' tttat. to the bat of use Arclhlrwa's itrwwiedre. fntoetnarim n and bdME quality of the '(pork is in aceoc 'aerce with the Co MM execu"M is acotat+daaoe %*h the Cam= Documents. and . My aaidhoeiae ahieror , in the Wait not involving an Daelrimhts. 11he foegoanr eepeeausnont were aubieax to an acM ti Cawaot Sum or>n extension Of the Contract Time wrhich wee not wooaaiatethc with use imtaht of the Contract evaluotbn of the Work Im wiith the Contract Documents ts DoLvnw upon SubstantialCompk� of to rf subse- . quasi testa and Mspectiora. to minor deviatuons &tan the Ccxh- ZL14 The Architect steals conduct tupeci ons to determine tau Documents correctable prior to compktion and to spe• cdk gUalittmm exprwed by the Atrhtttct. The Wuance the dace or dates of Substantial Compietiun and the state of final of a CeMOMe for Pay-nerht &hail hirtlw eonsatute a nepresersarron compktion, shall receive and forward to the Owner for the Owner's review and records written warranties and related ttae the Gontractor ' is emoted w pavmem in the amount cati. dncumehts required by the Ccxutact Ducurnesus and obem- tied However. the issuance of a Certitate for Pain air shall bled by the Conewmw. and slat! issue a firiat Certificate for Pay nix be a MVresentanun that the Architect has (l l made exhale- meat upon coinpllathce With the regt Meter M of the Conttat.-c _ Me Of COM21 UW o -M* iropatx)Vis to check the quality or Documents. � 3 �14t•1li7 & A 000luaettr n41.0V%. U AACHff eT netttnmrr . XXTTZMM Orr= • MAS • a ivr This AMaaiCM V4TM M OF AK3ffr=M 173S HRH TORRAMP L Peso:. VAUtMTOM D.C. 200M Li.lt the Architect shall incemeetlk deride mssners con. cewd" periotinance of the Owner and Connvoctor under the tegunem ems of the Contiact Documents an written mqu est of e1i1 the OWM of Contractor. The Aeehkeet's t+esponsn to such requests shall be trade wnh teasornabie pr9 prtness and w*fdtln► itchy tarn llama weed upon. LI►1G• Inetponsdon s and datIlo l of trine Atdritets shall be eor i"K with the matt of and ressonebihr khi , - ftm td w Cdxhrra . Documents and 00 be in a nk of in the form of tkawr4pi. When mWWV such intdpeetstg and itnmd deo- stone. the Arddm shall andwvar to secure bid" pa*x mum by bash Owner and Canum mor. snail riot show pwt May to esthes. aril shah not be Wok to re ium at or de P - N , s so rerh0ered n FWd fAM. 2A17 The Ardnitect's decisions an etettas rehw" to anew. tit ellka sW be Mai if ivrststernc with the intent entpressem in efts Guherms Doeumasa. 2All The Aret*M shall sender w raen 1, -' 'ors witldm a es+a M bie time on ap plaint - disputem or odm ::haws: in gttn- uon berween the Owner and Contractor KFrnng to the ear:+tat• iron or progress of the Work as provided in the Contract Documents. 2A" The Ardhitca's decisions on calmer. disputes or ocher trhamm VK*m qj those in question bepe son the Owner ad Con"SMtr. tmteept for those r W. - * 5 to andsene effm as pro- sided in SubPave aph 2.6.1'. shall be suhbleet to, I - sti n as provided in this Ap eement and in the Cdxw= Documents. 2.1 SAL M.1 The sea+►icn described in this Article 3 are not iehcAll do ' in eauc Se.I W unless so tderudled in AMde 12. and they Ong be paid car by the Owner as provided in dUs Apecomm in a klitnm to the cwmpeeauton for Basic Services. The sexvieem Jm,nt -J under Paragraphs } 3 and 3.rt shaft only be provided if au dwonzed tic confirmed in %mmg by the Owthet. if services dmcnhed under Writinpent Midliuoetai Service in Paragraph $ 3 am mvpnted tithe it) ewcummances b*mond the Ardlitect's cimtdil. the Atchttmi ahafl muss- the Owner pntx to turn. meriting :etch scoots:. If the tuner deems that such services dest:nbed under Pac4eaph 3.3 are rxx required, the Owner shall pre prtxW w-nnen cxxice to the Mdhitem ff thC Owner indicates in wlatng Chu all or part of wdh• Con MP M Addl. dWW Sen►ica are not required. the Ardtiser c shall have no obil. pssoet m pmvvrde shoat; servos:. u 1 N OWYM IIAMC i.2.1 V moue exMisive pepnesnss —in n a else on d+nan is described in Subpompaph 2.6.5 is Mquukc& the ArchW= shill. provide oete or mom PiRWIMMP fth CoMaNwincKry. ing ors umm addkioetaf on�site eespoenbtlkies. 3.2 Protect Rivet shah be 4 W l r ero. ernpbyed and , dirated by the ArClUg and the A=hkea snail be compen. sated dherebr as ,peed by the Owner uW Ault. The ducat. C=PUM&lk= and ikenitatitxs of author" of fMotett Reptea shall be an described in the edwon of AM Ovcumanc Bii2 Cunene as cif the date of this AWVWrAM urftis odherwse apuaxf. l.2.� 'Clhrarih A— - P 1dotta by goo koieet Rtapre ilm- taur+rs. the Ardtlorct shad Widlldtvbf 16 prorhde ftutlher pMU. Cron for the Owner Spirill dekets and deficiencies m the lbork. but the btrtishn` of such protect mpiesenlawn shall not acidify the signw nspot>:bilibe or obligations of the Ar utect IS 11 1- 1 s - elsewhere in this Apeanenc. U CgrwA"WilC C A o"N NAL Swim W Malting revisions in Drawtnp. Speaficsecoru of other doctMeernes wilco such revtnora art~ .1 beomsiNem via Wprorab or tnstnictions peeVIC"y liven by the Owner. int*idYig teV ON snide MUM - my by sdl m nem in the Owner s program or Prol- es budget: .2 required by the enactment or tevam of coshes. Iaw-s of rgguisbmms subae*mu 0 the pre1, M HMn of such documstntsd or .2 due eo ehstges retp*Vd as a rnuk of the ownerl fail - Is PIP eetsiotts n a tetrieh► erhanner. &U Novhdkug seeykes required because of signi6atu ehaerI" in roes tdtoleet ux*m ietg. but not Wetted to. sm qmb ky, compiessty, the Owner's schedult of the nwdw l of bid- til vat aegoeissMtg snd aotrtra , I for constructron. incept for servioea Mp*ed tinder Sul"m Vsph 5.2.5. 3-L3 P-epant Drawings. and dxher documen. Cation and supportY>s drys. f C msttactof s pnopossis. and prtwitiietg odher savita in axi section with Change Orders aid Construction Change Dkemva. =.2.4 Movidktg services in evmrhectbn with evaivatithg subsw nMtM pmpamdl by the Contra for and makttt subsequent revisions a Draw•dthgp. Sped6adont and other documentation 3!i Providli consultation concemmg replacement of Work dseeriged br fire or other canoe durmg construction. inch fur• nW ng services mquued in connectran with the replacement of such Wink. 3-U Pnntciing services made neca4am by the dlt:iault on the Cuenaaetor. by maps detects or d et knits do the 1x irk or the C untractor, or by tailure tii pertutmance of either the Owner or Comm= under the Contract for Comstru cuun. 3W Providing smwes in evalusung an exte mwe number of !.aims submitted by the Gxhtractcir or others in mmumcuun •wrath the Work. LU Provid ft aeevite in eowith a public hearing, aeI , 1-omh proeeedkat k*d proceeding accept where the Arddsea is Peery dherwo. LU ltepnietg documeetm Oor alternate. separne txsequennml bids or pmoviniYy sn:rvioes in ooehenettiorh with h 1 14' g. negotrx. ow or aoasetueeioa prior to the Completion of the Construe obi DOCOMM these. 2.4.1 Providng analyses of the Owner's needs and pf *rxn• nueng the requttements of the Pro*cL 2.4.2 Providing &uncial fear at other Vft-W studies. 2.4.2 Providng pbrdW s surveys. site evaluuKins or Cain- Pararrve :oldies of prvspa>rve :roes. AW DO lissMr !slat • QwmzRvKw= neasntrrrr • ratnettrrrrsr saisoee . AM* • 0JW* no atmsahcm noTmACP AaCHMM 175514V vosseAMAMM xW, MAarIMmo'M sae moon 8141.1907 4 } f• f' 1F 3.4.4 Plavidihspecial Mire"- ert" 9ttdks sod iubff=Wns requited for approvals of JoW�u MM authonnes or when havel NnadiakM Over the Pt+ott+et. 3.4.5 prowtgits setvices restive to future fsctha s, systems and equilmneft &4.6 hm'icteis mf Vices ro a+Vempa a +t awmaleim or i9 dkm won now niasure4 Chang the ,[nf. 3.4.7 PrtrrketE wmvn to Venh the WCWWV of drxum s or surfer tedamumn h and+ed by the Ownet. 3.4.3 fsrttsCamardMtation of cormuctittn peeRx"ied by •epairsee ettnaKwa or by die Ownet s Own finc aid i.•tmma. ruoun t!f W..'%ic mgwrW m Lvnn ttitxi with eurmnucairet prikxreted wild egwp vwm stlppbed by the Owner. i.4.f1 fhrwiuittR•etsices m ainnectatn with the work �><� giei• stnu:um eeharateer or wpme t.tuvwItatts retained -by the wort. 3.4.10 Pt n-4ins detailed attr um iif Cimsteiliiron emit 3.4.11 Po+nsbns demle+l quattury sur►evs to mv+enama of thauniL etlwpenWA WA 4bm. 3.4.12 Peatmhets Wadra of Owning and IF 9 am cross. 3A13 Poav dins raersor dmp and odic ,undo umcm regtwed far iir in cmnieetim with die seternon. p acm- , ar mstalWarn of furniture. fumushop avid telsted equ4ment. 3.4.14 Navidins sawt:'es tux pimmuni temso or r I I sputa. 3.4.15. Wets kivmtip autm mvenoeia of matm* or equip merit. IN sakutaWU am Jelled appraais of itxtatir &lassos. 3.4.16 Ptepnetp a mt of eepnidudble record dnwinp show. Ong sWu kw.t changes in die vCurk matte aunty canani tier hoed un matlted•up pnnts. daswtp and later dos Nffohed by the Girunctar us the Archrtea. 3.4.17 Pon tdtng amstant.•e m the ualisa m Of egwpman or i%stems wch is te>,ttets, adtusttns and balanems, pmparanon of I lw is min and maintenance rnanuais. awning perxxi W fat pLijim in au; matattett,ctce. lnd %;OM% Jtxrun Jung i,petation. 3.4.14 tin--.KJma +ervwc-1 after asuance to the Owner %if the final t.cndk.tr air P:%vw t. 4ir rn the abs m-c ut s finai Ca• :,&kale tiu P.usntent. mitre thin till days alter the date Af 3ub• •tatttiat t:iim'iletarn ut the is twit 3.4.19 Mn-Jiris 4ertices of Cnnwitants for 4*W than arCtW teeturai. sin umat. me' mural aid eieetnad setOneeeris pun uuns of the Prt7teCt pmvided as a pan of Haut 9tertces. 3AM Fiat idh any odur setta x odterwin nehdsd in this Apeee = or not c srawaMly Who ted in aeeotddtoe TAM aeetetao f seCepeed Alchmecumd pracboe. A_11T= 4 OWNER'S RLWONMBLIM 4.2 The Oirriet shafltNWi sod tapdsse iwrf buapt fiat the Protect, aichsdung4k Ciiiistwtxlon Cost. the Ovrtet s other t:o and mmonable conansemm related to Wl of these Criss. 4.3 tf to Wmed by the Archrtm. the Owrm mall furnish evi. t1mm that Jlnaicol saansanients have been mme to UM the Owner s abbpuom under this Aptwrient. 4A The Owner shelf 4a'1 , s teprese mve a4iotwo to six on the Owner s behalf wtth .esprit to the protect. The Owner or such authonsed repraenesm-e shag tender, decsom in a tandi► marirm p'1 io docunmu %lbmmm bt the Architect in order a srerrd unreatorisat dity in the woe& end sequermW prnsress of the Aacweeet s vsn". 44 The Owner shall fxrnrft u ryets desen x phsik* tIM 4 [11 NFACI, le" hfeatab01 1 and utility laiaitwia far the one of the Protect. and a wimen ftM datxuptaxt of the in. The stWVM am it" WAIMMsttwi shall inckak. as agpb atik. Swedes and Iwo of mitem skm, pwemeeits arid saline" property and 'wnheaneat adpe en drainage: nslusof watt. eesU Clads, emanaft OF It ahahes. atmms, am ratan• awns. bounden sort emmm of die silt„ laCanons, dmei* tarns acid rteettssaey tJstta paateisns a exustrns buiatnµ, Osier aeproveeheew end tam anti rd bete soon coneert",tease" wrtlV erotica and am bah pum acid pettseeabetnre std blots► wade. neltrdI meter and 4 p 'a As the atbeaimoa on the sunny dW be tOmmmd a a prorop beetpa- nsnk. 4.6 The Owns shad ha riish the setrica of pmeehntd cap• neon what undo army we mqua a by the .wmeet. Such service RW ieieiilde but we nit uniuted to test boons, UK ps. deteeeeuetanearts of sal besneis takla. peecobaon trip. e%*uuaatxia of hatardote matai L Wound corramm aft to* tivety testa. inckits R etecagry aperaaa a kw antuapsuns sub• mad conditions. r.to rvpum ;W4 appmpnate protawmW 4.3.1 The Owner she funafash the senxa of other ardul- ants when such services are rwotisbly required br the scope iif the Ptvtect find are requested by laic .uCtutca 4.7 The Owner shall fumish structual. mechanic4l. chemp al. at And water piiilunun tots. testa tier haXJuua '!JtCrLAL%. AN* 4Xhet iaisrgtU and em•mmmentw teat. inspttmim Asir repmu mquuvu by law Or the t:cmu-&t OiKumCnta 4.8 The Ou ner shall 6mnsh A kpl. arcs is mots and insurxkz Cuunsdrss ,en ices as nu be nemsan at sit% time fur ire ProML intdudirts s AM$ straw &tie Owner may tegwnt: to vent the Coeuraesot's AppliCatxm for Psymmm ur to aspen= how or l r what purposes the Contra= ha used the looney psd bt or an bdWf of the Owna. U 'ifs saviam Okkmsa iL auereys and tgxm m*md by PsesFap *43 dndttsls 4.8 dug be fix"I ale a the Owner s expense. sod the Aedhrteea dug be moiler to rety upon the accur r aw eoertp'm m -e pit' 019 C 4.10 fieompt.i+eiaten esoboe sfuhr be porn by the Oweier a die Aedtitea if the Owner becmm &were of my butt ix dirdm in ftPlopectorlemem OR mewmftoxUrmoocuffam. 4.1 The . O••ner shall provide full Wiftmation repndietp 4.11 The peoposo+d bnpuw of eaufkates or cetvfkxamxts requtteettahts hx die protect.mcluWAS a pnosnen which aJWI requexed of die Architect or Arctumm s eonstrkanis shsu be set futth the tiw•ner•s obiexttvm schedule. tanairas m and ai• wbnnaed to rht Aedhiaect dot retie*► and approval U kart l+ refs- inckldins space segweniem and rtbbwuhtps• Uxt• days pnor.a.atecaatuon. The Owner ow mx mmeet certufka- bdity. ezpan4atWay. Weiaal equiptne u. syxrms and stir Oast disc would m4pm knowkdse or wr4ices bevand UW Kg "•no st:ope of dUs AVvement. AtA OOCtNS1R •1H • a�'tt•AACMMCT AGatallL'YT • tJOI1lTLL'tTM LDIT10r • Au+N • t evil' 5 E141 IN7 "I aiteatCm 04TrM'm of Ancwrwm riq may toast svctr.•c x •. was+tey mi. D.c. soaps 1 , CONWMUtC1'ION COT Ll DWWN N L1.1 ?be CortsemeN w Coat Ad be the total CM of aW Insad eM to the owner eX aY d of the Prolec� or speotkti by the Architem LlA 11W COnStnrcuon Cost shah include the cost u arrest lnariea fares of hoof WA mareerab twmal ed by the Owner and s , sf:iected a spedady pfavWed tar by the Ardttmm Pb a rem -jo le moo w►aruce for the Con• «actor's ovahad and profit. In addM & a cesssaruabie allow►. ernes tbf scat+ Wriaes shad be included for moist Conditions at the taste of bidding and tot chaeuga in gee Work during construction. W Canstrucroe Cast does not tfeeluroe the ooeruPaessaon or the Architect and Mdmtect's consultants. the costs of the lord. rj*WKu(wtaW. 111—netng or odm ease which are the tespon- - sip o of due owner a provided in Arade i. U �SP01w�ylY P M OONiTIWCTION COS? LL1 lw7lttrdm of the Ow m's Proheet bodFL pedlrnieuaey tlsstnaras of Goeatrurtuon Car aid detauted enreasa of Con• AtdWat Coat. r any. n a&ddp pt •h the co it's best jtudgeoent however. that nei- the aonstrtuctuwe ineeluatry It s ' thou dw Atdtsaec nix due Owner dw Contractor ..a coal: of hoer. msseeab a equupmexu. CdWdS orft the ArdM= me and does not Maeeaut at repfaart that bids of MWIN red prices will not vwv [ions the Owner's Ptoiect buudpn or from any attune at ContStmucton Con or evaluation Prepared or agreed to by the Arddttoc j� Flo Axed IYnit of Con all uaron Con shalt be an o sal or hed as a condition of thus Agmemem by the Aurntshseg. proposala establishment of a Prima hudget. useless such fled Uenut has been agreed uupvn un wnung and signed by the parties hereto. If sutfi a fiscal W= has been estabiah d. thfor hAx• big d Permitted to include conaruger+cua price esniaum. to determine what muanis. equ>pmenL com. pu nent systams and types of conscnxwn are to be aududed in -'- the Context Documents. to make reasonable adjustments to the sane of the Protect and to tndude u1 the Guntract Dos- I muses alternate bids to adjust the Corsauccion Cat to the Arced amt . Eboed Wnuhall s, if any. sbe inntreared in the amount Of an incase in the Cantrxt suns onxve" alter acecuuion of the CA011310 for CoaatruaMoa. !s U W die AiddkMg or NgPd■t M chafe has not Consisted wWAn gp days yb de! Agiddaw sldwa the C OMUCWG ' Doamans m me Owreter. my !nt>�ea t><udget at Axed Wart of C MEruct oa Con shad be 220A M so reAea dtatjp in the genital lrrfdof"= in dw a mnC00n ktdustry betwreat the daft of f11bmbMa of me Con mtcdC t Documi'ntts to the owvma and the Otte an which pn *mb are sousdht. SAA it a And Ikmt of Construmn Gan (adtutsted as Pro' =� veded in Subparagraph 5.2.3) is exceeded by the kuw = bona tide bid or nefonated proposal. the Berner shall: -- a such Arced 0"r, tb.3:of .4 coopttate in revatng the No scope and quality as required to reduce the GonKnxtion GJSt. LL& If the Owner &oases to ptoceed under Clause 5.2.4.4. the Arehueet w►ttout sddkiomal drape. mil modify the Cott• t= Dotumiend a necMMv to comply with the And Weds. if atabUmed a a condkion of this POM ant. The modlA bile of Contract Documents shall be the limit of the ArdsttM's reaporisibdisy artawg out of the mg3lishment of a !hued Wnu. The Architect shall be awded torcanper on to accordauee with thus Ageeanat not an =%-ices Pefbrmued w►Wu:thet of nut the Canstiviction Phase is commenced. un or ARcmure omwRM9 ICATIONB AM OTMER OOCUMRNT3 Ll The Drawings. Speeffiat,, Is ad other documents Pee' pared by the Ardncecc for this Pnsinxt we tnnrutuuts of the d s suebe us and. unless odewe povi� AjdWM shag be ds>d the sathm of these documents and shall tetarn an cometioe ISW• stwwor} and other nesitt v ci/QM aekMW the copstght• The Owner shall be perttmaed to teals+ coPOL 0dudM4 MP"1* ducaft copies. of the Ardeueet s Draw V*L SPenAa0C!M and other documents for imtonmanon and reference in connecwn wvith the Owner's use and oocvPau�► at the ProKet. The Afehi• teals Deming SPeeiboro or ocher docutments shay not be used by the Owner or otherson o� Project m atpleduonof this Prouea or Rif co the Archers is a lent i d to be K Wit' accept by agreartem wveitseg and swoon to the Archuea. U Suhmbsion �u disceibuuon of documents to meet oftkhl reltuuluor f cequueaueats of for sumdar purposes mg1oinecimn with the Project s not to be construed as publication m deroW tam of the Ardutect s n:xmed nghts. AFM ARBITRATION 7.1 Ctauas. OWN at other masers in quautxt bow'eM tire' psesb w this Apetment utsietg out of or resting to this A j MC` mast at bte0 "1 lhtxeot shay be subieet to and dreaded by se* +ration in aCf R 'I tee With the nnr COIL'UW IndustrV A9%U2- am flub of die Aa UMD Arbleatlon AMOCntion c 61 7.a Demand tot aebiersdon shalt be Aced in wvetrittg waridt tttE omen party sa she Apeesctent ad with the Antermn Arbiw& ton ArtciadM A druid br nbktason shah matter'within nits a ressoraWe On alter the trim. dMpu to Or other question has aetsert. in no event shay the demand for arbitration be made. after, the dare when institution truth �V Or equitable mutts to proceedings based on th chm. udispute o give welrt{tem iPprOval Ot >n InCneawe qu stern wrou id be bent .1 d by the aEePYObie staaaoes ai ilrnt�Or>f War; . 7.3 No aIn g to "n antssug outof or relustg to thus Agreement .Z authoene rebiddkeg or renegoctuut6 of the Projeca shun include. by eonsdidaum pseder or to anv other manner: wow a teasoneabk CUM an urldiuoral Person or exit)► not; a Pant' to then ABMUMM nt1► o0o1r1efr tut • ovNUW%xCHffMff AGRMMM • FOulsT'! MM inn " • MA• • esz uwr 014149 i lrlL AMYIC.0 OefTn= eX Aitpntn=17SS f4W V AV NM rn wl WASNaG VK D.G 2000i ie - +'N- Z 1 _ f f ��, A r isorppt tw wrrmeh consent aantan s reference to " AgrMiem arp p by the Owner. AMU PCt. and MY Other parson or entity sought to be Consent to arbttrition involvVy an additional person or entity shall not constitute consent to arb"ram of env cbWnn. dispute Of other nhaaer n quatuon not drsedbed in the wntmh cony m or with a person or ffmp hat inset a dastribed dhereir The tacyorig apee. anent so aliwm and odwrr to arlhitraue onion m or entity duly cwrhsermad m by the paross to the Agt�diiet�t+e shall be specidtauy anforealbir n arooe+mnoe . So appYtsible Isw in My court havMig ryemdseticin tl ereof. l t; Thu th --- eeehdaed by tht arbiasxor or ubieeuoes BMW Mid, arwi Nidgrrwm msy be entmet! upon of n accoh'Lnoe with applka>AIe lsw in any court tm" pAwd"on thereof. TER�ANrAt10NSYS'ENSION OR ASANDONM M Ll This Apamm may be cenruraated by adher party upon anon im tam K%w daps' writ notice.should the Other pmv Ihil tubstalwav sal peria in aocnrdono 1 wuh the teans of the Apesaenc @mayA no 6dt of the petty niacin@ the som umn. 62 If the project is wepended by tie Owner for mar dm" eorrecative days, the Archbect dog be -1 F 1:hssse1 for sa► vim perfbened prior to notice of such suspension. When the project a resumed, the Architects compensation shall be equa. tatty atqussed to provdde for expense incuutred n the me rip• lion and mumpcim of the ArchOU's serytee. 62 This Arve m em rimy bell by die Owner upon nix lea darn seven days' written noace m the Architect in the event that the Protect is penvwm dv abandoned. If tie Protect is abandoned by the Owner for more than 90 corseevdye days, the Arcluoect may artme tut Agreemertt by awing written M facture t if the Owner to make payments to the Architect in accordance with thisAgreement shag he considered substantial mmperftxmamv and cause for termsumm. 6.5 if the owner fml% to make payment when due the Archl- te t (i if •enjces anti a qwm- -%. the Architectt may. upue %-yen dA%-% •y nttea mote to the Owner. suspend pertuar ante of ser• vice% under this Apcetttent. Unless pa�7mnt in full is tem%est by the Arcttteit within w%*cn days of the dace of the mnice. the stupans«un shall take effect without out Further notice. to the event of a suspension of %cutter. the Archuect sW have no Itabdity to the Owner for delay at damage =used the Owrm because of mach vA pen lion of services. his In the emu of tereNemtian nor the fault of the Arcl*ecL the Arehnetct shall be eormpammsed for service F , it rie0 prior to tan&i --'ori. together with Pleimbtumable Ertpe:ms tiers due and ad Termnati urn Expettit3 m delteie I in ParMPIP!t 8. 6.7 Taftudm Experme m in addition m oornpe —in - for But and Additional Serwice. and ineiude e111 0 l l which are directly attrfI I " ' I to tenninatm. Tetrntttatm Expense shag be axim ad as a percentage of the total compensation for Basic senVes and Addimnal Service caned to the erne of ter- mrtxon. a iWkiwm: • j tea perftA of" tend mrliperr man tot Now and Additional Services cu"ea to crate d to rarmtioh occurs during the Design Development Mom~ or .3 Five Pester of the teat comps for But and Additional Service cum to cite if tenrmmtion ocetns dur" any amsequent Phm- .. , 6.1 Unless of erwiie peovwled. this Apilft"M shd be VW- erthed by the law of the pririapal piste of business of the AMSMOM 9.2 Terms in dhis Apeanent slmll ha%e the same meaning m those in AIA Document A201. General Cunddx m of the Con• am for Conmuction. current as of the dart of this AVVVnent- 9J Causes of actin- between the gestic to the Apearmtt pertmnng to acts at bdures w an shalt be den off to have accrued and the sppYeabk statute of Ilaimmns shall com- mence to no not hoer than either the date of Substar" Cam piauorh liar ass or bl urea 0 ate OCCUR" Pius to Substm ml Completion. at tie dare of intnnce of the Mal CaaBnot for Paynrerm for mars or tenure m act occurring alter Subsftwd M The Owner and Mdhiteet wrauve all nghts 2pwm each other and aprnsc the aonteacmes. consultants. agents and anprovees of the other tar Ite. but only to the extant env erect by property wit earhoe during construction. coup- such ri jna a d y may- here to the proceeds of such insurance as set forth an the edkm of AIA Document Ago 1. General Conditions of the Contract her Coeme w=L current as of the date of this Agreement. The Owner and Architect each shall require snWar wavers from char eorrtaetoes. COnSUk w and ageus. 9J The Owner and Ard*ect. respeeMety. bind thanseltes. their partners. successors. asapm and legal representatives to the other party► to the Agreernertt and to the Framers. succes- vxs. assigns and legal reprewrimves of such Other patty with «~Ixtit to all covenant.% of this Agreement. Neither Owner nor Architect %hall assign this Agreement w•ittuiut the written con. Writ of the Other. 6.6 The Agreement represents the entire 4nd inter mL%l agae- ment between the Owner and Architect and tupemed s all prwr neymmons. teptaatta mu or ageeernerits. other wnt- ten or urat. This Agreement may be amended Only by women humumu sigrhed by both Owner and Atchu m L7 Nodhins F m Pl , fed in this Agremanc shallcreaoe a conaac- tud Fl -iarehip with at a cause of action in taus of a third . pmy qpm either tux Owner or ArchAmm •.6 Unles odiesw im provided in this AgraMML the Architect and Architect's eorm*wn shag have no responsibWev for the dbcavery. peeethoe. thaendling. rarhoral or dimposd of or expo• smof persons to haatdous maoesIs in any form at dw P.OW sft including but not do Wd to asbestns. a WMA Produce. pnKYhloenaoed bipheni tPCtl1 or other soaoc submtancta. 6.6 The Architect shah haft the raft to include representa- tions eat the 0mp of the Prorecc. 9X*x rhg photographs of the .1 Twenty pawn of the aural compermation fir B= exterior and interior. among the Mdh='s PMMUtiOrrat and and Arkritiiinal'Seances earned to date if tmnnum pnafeawenal materials. The Atetuteet s materials shall tot occurs bdum Or during the pre lesign. sue anah wi. Or include the Owner's confidential or pmpnecan nformatmn if 5dwmum Desire PMmei at this Owner hm omvrxnW advised the Architect on WrtM Of AM "0FU ilI W41 • OWM AWAIrtCr AGaUMM • OMVr QfM 16610176 AM• •. L1"' 7 0/41-1N7 Tits A>Ilmarclll lMFr -M0F AsernrseM t»s car roatAvtsntreriw, wANUMaM% n.G mane ' h y Al T �f lYY r `.�i�+7i�'.a6 '.:` � ': •. -". ��. •. � .... __ _: ,.. ,. .:_.:, ,.:,:; .-..v",_':____...�.�;,r+�.a.,-Ci:iiiU�.-uY9,5'tsY!'r.3'�. :...r_}.�?s�s' .y.�..:;:t..N{.¢-.�+�a.�.:.a .. L-+�f; Sb.,k,"3'� - 0* sop etfk v onrtmat comodetea by ftpwner to be cord- I0.4 AVIMOV AOCi9UW CW "ft lOf1111= dehual The Owner sha avi w profeu oNl 10.3.1 A�► sir atIIDrtlt Mt raraarRph t t -I d the txedtt for ehe Atehnett on the conscruction si0n end in the pro trintrrttMrrs pavtttau strode! this Wit. ntot*XW ntat MIN for the ProKn 10.3.2 Subsequent psvrnents for Baste setvwm sw be made rommmy an& where appixabft, shots be in prvpcmon m mr. vice pafottned wit m aadi phass s c4 rece. an the boar set �� forth n Subpwgpaph I1.4.1. PAYMOM TO THE AMCWMCT 10a.3 if and n dw extent that the ume tntmdv atabWnd in 1a1 Owm i pulsowft mpg" t It S.1 of On AOt ettnWM 0 axeeded or LN I Woe - d oup no & a of doe Asdtttm eompa tmon for anv ter. 16.1.1 Dwo Perm Upenu is defkned ar the thrm •wft r"out aunt the MUMCOal petsod Ut tone aw tm Ndwtat of the 6tt:httect s petsone+rl enpyetl im the hvtect and corrtpntted in the a mniter at fortft in OP 11 { :. Me pwt m of the can of then taandatury and tvsaienaiv con. I"d When Maomptistrariori d bared on a percet up of Con- trthtt win m W bendM Melme sumo. such 39 t mPkptmwm unmon Gut acrid anv point m of the Pttmo ate dek d of ts�ats acid udter staWkW empki-M henefits. m uramv. qck aher ww nut eonan+cned. eanpamom - ttor tram ponains ti Ira,-e. Mask m vat'attum pen &ms and Wndrr s-Munbutu ms the ProRCt spar be pewmWe to the extant u1mats ate per* and bandits. fo.rrted un dwse potunen in wcardow with tine mdwouie set 10.2 lIfMA/t11t�A/LE EXPEN3tU ftft in � 11.1 Z Owed un i l i the kmvu bursa tide bid or neEt>rww pmpmW. or t21 ii no such bid or proposal is 10.urt =.1 Rr enbuaabte• Eupenm arc in aJdtttun to sa mpema- teeetred. the tt:atnste of GorotnMetiun hW* roost and AdddmW sertwes and ankle w e:tpenatts wred by tan he MChna d AnhaM a ON*KVO acid con• in the — e neetast of the Protect. a +dandwo, in the Wow. ions cbttses. 10.=.1.1 Extpeau of nwtaportmm in with the Protect: i g ar sea inw► coMnecton with mahwwd uu4uf-wn aa.•N: loth-dmtw= W4 fees pad for mur• ml approval of Suthontin hpvq ivasdtet m ova the Protect. t0.Z.12 Euperne of repro"um. m. F m mg, and haru tp of Dsw•n{s. Speetfkatom art CKM documents. WL1.3 U awdum ed n adt•arxe by the t?w•rmr. etperne of tnaimm awk tttgunq h*her that repWw rates. 1C.L1.4 Expense,i(tenclaw . tmxkb awmiickigm requested h% the 0%,mr 10.=.t.f E.,Mn%c of ackhtK� W imurmm coverage or h mta. inctuamg prole%%mdW ♦umim in%umnce. rectue red ht the t )w nor its C%cg%* .,r :rat n+ Pm:aa► .arri d he the AtOMW ants At0aw % %;%jn% tltjm% 10LIA E..gwn%e 4tiimputer- Wed Je%V and drattmg egugxra a tsetse when tow to utect uutection with the Pro. trwst racetst p�rebrtastaer Cm or detaswm atwm of Ctmaucnun cost fur wch pur. tt" of the P.ouea. 10.4 PAYLIM ON ACCOUNT OP ADOITIO " iElWMI ILM Pawtte m an accotant of the Amhttatc*s AtldMON Sawn and foe Reatbursbk Extper:res shoo be trt>tde rxiarw upon presertrmar n of the An ttwo s saumtent of services mi- daed or atpeera mcurraL 10.i PAYMENT! wfrdHM IUA den deJttcao w dM be ma k ftm the Architect s coin- , penutio i sin xwum of penain. hgwdated dsmapes or Odic. sum ••ahh W mxr. p@v rwnts w contraeton. or on account rot the cost of diwom in aw Work other than those kx siuch the Amhttm has been faun! to be IMable. 10.6 ANCHFMCr$ ACCOUNTING RECORDS 10.6.1 Recortts tit Relmhumhle Expen•r ar•+tj enpen•r per. t:aauig to AdaMdnwW ;cmkn anti .mice% lcmtrinud tin the bm4 ttf 1 muitgAt ,if Oal i Pamminci E.epen.,c ,%rWJ he ataii- af to the Irener nr the Omer s authu and reprewntmive At mutwWy etmsement umes. 711i UM OF sAi TAe Oarrlet did compwmm the Axftm a brows: 11.1 ANOIITMPAYMENTof 7Z of fixed foe for overall project Ooraralf 45,500.00 _ 1 09 be Made upon a MMOn of that AWeanau and CMdUO a die Owrie.'s a xmm a Arai pagerie=iL 112 @AS= COW NSATM / 1.2.1 FOR BASIC SUMCES. as desenbed at Mack 3. and am txher nr*xa inektded m Mock 12 as past of Basic krvwa. Batuc ConVaurm on shaft be computed =Mom. N�,nt Arrei Mft*" AeftwiN "Oft wWiplra .wd rYwryy pair w x*LN Ow u dw &N wst •,/ .wiprww w- Opp'. r/ wicwrw i A fixed lump sum of Three Hundred Ten Thousand ($310,000.00) Dollars. AM 00ars/Mr e141 0 OV%'M-ARt:MMTLCT 46:RUML`tT • FM'RnW M =110M • AW • DIM' TMa AMIX"v 04TtT n Of Attt:Mt1' M. t'!{ WV TWA AtrML y Ir. •AaMINGTOK or- smos �14t�iM7 � X WR 75, Xrr F.: x�d a3 1i F�fi t a bated a+sepulurd aunt - - am' (mod Ibt in m - 11 o P of the torsi am C� psymble: a e�+elc ohmthat eocsl-the touowiM pertehtt� qogo arrrrrr #own r OAVPWP rr J Initial paymant as stipulated in subparagraph 11.2.1. page I: id + 06W MUM pd,yn oeweloptlnant M'Raae' Cenaataet1aa10setcs�rahs Mcaae: plem( ls%) Mom( 2W 0e1latlt1 40%) m lm�- pat!aarn ( 5%) ClWommm" Phate: -- pw amp 20%1 Twat sste Cam: 11.3 COIMiM:ATMON R011 ADOM ONAL iUMCBS one INnam pe P I I IcM %) 11.i.1 M"OR M10JECT REPML%TAT101i UYO%'D L%SIC SEM't= m deaenbtd m MSraplt 3 2. oon�peuenw+.wD bi e�111e• putsd as 6100 . 1. principal's time at the fixed rats of One Hundred Dollars ($100) per hour. for the purposes of this agreement, the principals are: Jame E. borrelli. A.L.A. Herschel Shepard, F.A.I.A. 2. Assoeiateso Engineering Consultants 9" Supervisory tioa at the fixed rate of Seventy Five Dollars ($75) per hour. for the purposes of this agreement Associates$ Engineering Consultants and Supervisory personnel as indicated in Article 12. 11.i.2 poR ADMO%AL SERYICtS OF THE ARCHITECT. a dncrMd in Amda 3 and IL odter dtan (1) AddkmW rtolect Repeaetmom as dea 1 1 1 in tassseaph 3.2. and 121 sermaa mdudad inAnde !2 m pact of AddcowA Savam but emcluding � rKa of tonne m. eontpehaaaon Md be oocttputed•u N mra IA W Imf •.I WWWO NOW ma mdit mm AN b..wM of a fm Apo~ a em fib. w.s+r..• .w..o... dmo woo& I+wew aw dwav if�w AWW1h ORya ..wun r. . @*" ONMO NWMAW •I �WAW 40 y w�...rr On an hourly basis as follows: Principal's tine at a fixed rate of One Hundred Dollars(SI00) per hour. Associates at a fixed rats of Seventy five 075) per hour. Technical Personnel time at a sultiple of 2.75 times direct personnel expense as defined in Article 10.1.1 of this agreealant. 11.0 FOR ADOMOXAL SEWaS OF CONSULTANTS. inc'Mrthng addmxtal stncctutal. enechartieal and elCMCal esnMM_'m_ 1 t V%wa and dmoe pn„-tided under 5ubpacagtaph 14 19 ut idetntdBpi! in Amde 11 as pea of Addwunsl 5emvm a Munn* •s# one i one quarter 1 1.25 1 tones the xnounta belied tw the Anftea for won wn-wo #MWO tt+t "m.+ 4arrrr W r Am&'A it pop~ 0 11.E AW INN1=AHLi VWMIB 1Ld.1 FM RtpISL'RSAsI:E EX*E GZS. as cheat sd In P-- Vaplt 10.2. udanl►ad- Mane mahMd in Arndt 12 s AVW* Vd* i:.spaetaea.aapple of ow i one tenth ( 1.101dms daeaqacaes intasted br dW Atdra M theasah U'S entpiorssa and contuhaa M in dw (nlereK of the rto�set» 11i A00Mt10NAL PFAVM Msti 11.s.1 Q THE 341C 31IRV= oo+rettall by dda AV=mWu hme not bem complNed v160 ( 36 1 months of dwdme baeoi dtraylt no rack adte Ardalaa. ea0 -1onof"Attcltraact'sstttwcs bej olnddM emneahad be comp m am as prow k in Subpeempaphs 10.3.3 and 11.3.2. 11.s.Z hymeeca are due sad pspabie within Can ( 10 I days fan the date of dw Ardc M'S MVOI e Anmm wpw _, after ten ( 10 1 days afm the tnvoom dste Shad bete mam s ate rue eater 000w.- or- in axe ablence, dleteol st dce kpl care prn� kom date m cute at the pecneipsl place of buwneaa of @te Ateleract. .aw.�•.r�r.�.w.Mr.w� Eighteen percent (182) ie iw errs AI ww�w�s wIr► Mr I�►M fira.a /�ire.Mt. suwWr urM w/ rrtM1.M1Mw� ewirrt Lrs s� nMw �� r re n. w�► � rr.�a�• Ma i Iwie+0 ~ 4fwYw1r +rr IrRrra+� ql w N•ywt wr rgwr.►.�rr.dis� w rrtA •! Mrw fjs�s Mr is aMiW +rr •+wwie r,w• rwwn a � 4r nrgwrw OMAN* werom #"W V ww a" • MWM AWMWW r► UM ws i AV OOi111�IR s1t0.Oarta�latfttT>GCT �Gat�R1iT � t�Ol.'aT><WTN mfl'IOM •.Ai11'":-�+�1Nti' � ! ntt M VWM-M or ANOMWn t-1s ra r toM,&Vo+lthM vim• o•c moos; 1S r� Rr 'lilt 41 1 1 4j �++�yyt,MC IP nt K r y �h 14 f { ma wd i�i4lee lt�t tour aoiiitlertit SeCrKet b! of dW AR('lt M iii�nr rlwuw V I nun Awi bmaw ownYEA �S a 1Mi w ii llUllli� �11 MM AiM NM N AIYAri (i1 IMi ��MMiw11 Oilier Special Sarnicss included is fixed fee are as follows: Theatrical tiShcing , Acoustics food Service office interior finishes ' of this agreement Associates• LnSineerini Consultants and Suparrisery !or the purposes Personnel shall inci4de: • Project Architect • Project Arehitact • Structural Eusiaser Structural Engineer • Machauical Engineer • Electrical Engineer other Specalised Consultant Prineipais: Theatrical, Acoustical. Tood•Service. f .i F 4 ) r - - S -t i '-•K F �y v�Yy L•h; b - -F -- µMan laenM Wo as of ft dap and nar am wrim ab m OWM Plagler Landuark Associates`. AsOQltGT sotrslli i Aasoeiatss �` x Aseldtacts leaned V� a. (Sgmuww ,T Seauchaso. Maoatirt Partner Jaine E. ao: q�+we ww Nr +wri fhwt *AM w i a ��','3°;��i 1� �� .� t}y, ,3t� m'. y�� ' c'�h��, isF F y "'�' i S _ AIA DOrt A101 standard Form of Agreement Between Owner and Contractor { 4df" tbt &mt Of PAYnOM fs a STIPULATED SUM 1987 EDITION 'NEti7 HAS I• NPORTA.VT LEGAL CON MUEEYG� CMUTATION WMM OLL. - MIS D AV ATTOAVE'Y IS EVCOU'RAGM R7TX xW.ECT TO ITS COMPLATIO�fV OR MODIFICArlO,V. !fit JW tdtaott of AU Dw w W Ant. GOMM QDN dW&w Of 1M CQlwt Of fir CNN ntanew. fA " dwaawm by r'beo DO wot OW WOO oMw I-INI 1 eow/U�owt ttrtYst /oe w + +/ Thr Oocvretent has Ota;ef @Moved n d Mowe d by The AMMON GWWd CoetMMM of At tM2 — AQRMENT Made as of the 17 day of July in the year of Numum Hundred and Eighty seven BETWEEN the Owner: (Developer/Construction Manager) ,.�..wr•rw,+rsu Fla`ler Landmark Associates y' .247 Minorca Avenue Coral Gables. FL 33134 } a: y and the Contractor: � ` Beauchamp Construction Co.. Iae. { 247 Minorca Avenue Coral Gables, FL 33134" _. = Mu,proj= is: �v�r.ira*awev ` Guinan Theater/Olympia BuildingAdditiooa x f :° i; 174 E. Flagiss The Archite,ct U. fosrslli 4 Aaaoeiates 5 70M S.Y. 62nd Avenue t520 Miami. FL 33143 } Tpe-eww and Contractor agree as set forth WOW. Comer M 1%-. 19". 't 19�' by TM Atr4@fK= buts" Wl Ardb- d eita. 1 SS *tee► York Averm. %.i . �'i/hglp0lt. 0 C. M)106. ReprO<1ttGtfeA of the Atatttrd hereto Or ayctts<Wkt � of ou prop► Ums WWWA *MWA Alin "Wan tae ra tMtt Jere of t11t CtMted States an0 �rdl Oe t r_ � it'd• ' 1f h� d - YA cocum" AN" Twum fa1T1C N *"t CIN' r T" &%nx It I)rf?IT In or AA=TKM 1-3a tt v Y= xVV4.% low. WASMo+►iA10-1l�7 t e F i N T�° Ob 1 rtti n r r c. x � F CON sftin iltera tat tltie rW1'! t.... Ytit 3t�Mil vjblm to iildki�li iy a�rwrriew M�rw� carer+►aN�+i�w�.r�rr«�,1►ww+ ►wwlaw # .r�rr�w.rwj w . awes a sMwY M �'�► awerw� w�! w awrenr /In cad w w caw rrrr a� rrt arrerer d � rwr tgaet inch to be establishsd within t0 da7s of tssplstshr developed end pesisitable plae►d ad spseittiestioas by the Arehiteet. } 1'N44Y^ r �4 ' ;rr f* L ..< a ii=''*r3• "",;r t2,r #: c rk' k. 4P'L w<<., '%E' .+ �Y' ! 7 #S'r,Sr'Y'iey aYrt io';, ti?l Y(xN 'L 4 L*'zk k' r�..t ;T * y, ze , :"Cy;.'. 3i^+• y..:;� •�s`'� '. i ;sri,),"..I'r�sq' �� .C,F, r�;;�,yt . �: aFF� '� ,( S� ,, � A r" t �. rF. '� t - s .��a�*IasN .i'� r� s'�.nL 'F.4��,�.� srGs.�� +,k?"v'?t r� Sc ir' i 4 k`f -•df r ..''v f ; ?'.'"" a .. � i : i. '�i✓^� .''� :�a -r'+ r.� } X �"G ..s� �§��1+�'dta s.i 3 a3k 'fit s C 'dil'• a uf vy�, ) 't ,., ��.�r . ?�xn" "�'•"' � s�"p �k tw $•� :; kk fis i' -='x > a �F`'x � t ,L� 3'� _k'�� X"y�n�s � ` t _ � ...� � r � �, x'"SS�;:';t 6"a +s wv(, * ,;. a ..t , esa � ..>t`.': rt e� i c � ter CF >j�� i; •�°•"?"� T•��d� • Hai' �`.��• �; 1 ;' r".` r- N. :`.3;:rat a s.r' y'r k9� �s ;�. �"'�� -r< ri f�1 �qtt'�•. 'ff, .,� �'r��~� �*tka� � ��r$"e�.'�2 r � � x -.. �ti a•- x s". } ,�. .Os .+ +' _ 7 � sr" � Ar; � +.t, .C"4'�b'4�, y�'k r is ��xi ':i r ri' : a° is 4£ f �»m'`�ir.sL vi cliiP��• r " r ^ q ..A-.:r. 7' �w� r' a L� �' c": 4� vd'i• Sin'7. ra q '`�It�'.'.''4 �. �vs� �?kk'";'',�}a'1 x-c-w•rt�{. i S c�*!� ��Y. #a�,�rt�` �'�4,kP'�' +�� - ;e $ �y 0•a`��''� cz�e,fEtN.'P - •' w;"o-':� Y, '?:';S�i+'�C4G� i�s•;�iw:'�• A. }'°.�3y�i s ::x �;..,,. ^a..•�.�..t�o t . ! .a-' s r bi S' '• .'+i �1 �. t a C' J'�+-e c' +'h7t. w`rk erg -q . — �T` `I w , s:•Ss .#�' F vs r a �..`.� tx + 7 r? q Y • e�,�]r� 1�y• �yw3 ?4A ? ��. d E3?'�•�yn�S 3'�3"' cJ"'� el�L'ai'!'Ta:.� '""Ad� � ., '4'.t i>: t L "�L vi s ...r .:.r r r _ i � iir -. � � � � e�`ru��•�',> f�ff� i pa.,w *i°i psi �aei .^' x,.'�r�r S a"n�i t�i k �i . �.�: � i i": z �, z, � a y r _a ostraetor, acres to parfora value en=iaeerio studies oo portioas of te~.��ark. *f W, .... ed -where sir eesis or rodoets changes are appMabis ,and rllult in Cost saviopf r laid va ns oiloaesins sa�rias +shall ba.aharsd SO/SO batwea rorasr 'sod oontraeaor•r • � y� 7�',� L ^ ,'a a a. 'i: � � �3 r - '� " r+, `G 4'ya Ck � .F�i' 1 � 1§j". •a a 'e.a. - "t 3-" • ..'v. .q ,+.� a F• i "x air7 * k' #'�+*+x a C fix, r E� Y jy. kT �. PROOPM PAV` , . ��i iler+f s ibr tiywterte titbr ed m the Arrlwetn b� tht Cotwaciot O d CertlAnttt bt laytlW sMAd b' ft dtt ' tnha, ad M p an en+attett of the iLeMId Suer loft Cat at POV 60" sea awwwo0INA Callow DOMINIONS. u aid diI�23t f oath math sroarh ectdin8 as u+s ltet aft► *fttre mreafle�stf U ihev".An be Pevn,att r by dre A�ettleta aoe 1pet thn rate day of a MandL ft OUM OW PSYSION +sIdle Cae mMw don snty-fiitb dtt tenth detr of tht folly1riffild APPb on, r by tht AldwM AW dte ePp"p-MBI dare and aboI'M pI t alA kaO rtoe leer rhea can def►M alra die ArCWM iecewr dte Ap PMOM ftr POVININ e. i.4 feel br Pareneste she/ be Owed tspar the Scltedtrie of veMees aebtarsed br the Coaereaar m aoeordeetnte wh om Schedtrlt Of YaMe dte Gonna pONtmelO ANOAM WN raged=. no NINO& �� by IN111011218 MMM �ft rid be plspteed MI etreb ertitsa ebran:�ed 10 bar dte Arelttaet. � be card et a beer bt re+rtewtetp dsrt Gorteraaor"i AppYaelone far tsuttweat. i.: ApP Ou" br dia IM peeenr-1 I of aoinpletloI of 4M* Poeel I of" warm u of the end of the penod aonaed by d1t AppYeteaa the Contras OONaoto. the tonottoe ofraft papret pePatane eltt/ be at1o�awe: U Sabina to dnt peot►teiorr of i.8.1 Take dw of dte Contract Stan poPolr eroetbk so aoenplesed Work sdntteeeetttted by dte P Pam oontplobA of no ptxaon of Ow Work by the there of the cool Camera Sum tYoemad to that pottron at dw work 0 Schna" of V*M r raon.r- of see 5.8 ft WaftnmM a�beaitreeedhasssby on 10Con t see .8 din 7.3 Ga ad iftWOM the dtt Subperipaph rtekrdtd paveded CIMP Gram i.8.2 Add dw poma+ of the Caruesa Sure peopely el OW* to ma nun end egetpnene dektret+ed and ertnbw scored s ate he Ow. lWtibh► tmOred Off ilfe by tner. WIN ft ettbeequent vm:o pa wn in tht CO CCMVVCe lot. if ow in ad, ent sate: a loetcton geed upon in I m of see 5.8 percm t see 5.8 'n1� '' 2.0«1 Subtext die aw go of PrevWN Pa!aws weft by the Otvrner: and "4 Subum amounts. J my. for ndtt Archun htt wghhdd at nu&&d t Cattliesre for hyttnatt as peovided to Paew . yaplt 9.S of dte Gen" Conomorr. aere:aurned is seooedena «dr Par>t0aph S.b:�t11 be Acedner enodsied ue�oe� dte blbwns i.T The props+ payment aanouru drarmtoeteeet LM Ado epos SublW" Cmnpleuon of the Wank s aura MdRi to to Naaate the toot pgotttt�s a . %�atditCaetl�at 100 one hundred peoeet� F Sam k�es sew amotrte to dte Acrid N ad damatlete Sow r�oorsples �oeh sad r■teteded felines sad ��; LT.2 tee. It Auei of die Wa fa dewAis eYMe rd dteou jt ao 6ti of tee Goeweeor.► addrtlot!r , Of thrGtaeel Catdhl aeeAetbiaos rrtele Sobppapb ! I11.3 oae. amotsts p■rdlle N en� r !.8 . pA&jo oa «tsrtsdoa of MAWS$% if ear. *AI bs s broM /Wri+mp mug pow •r�yMrwwetrarrrwr.rraw�.r+r�w�w�arww��•s"M"'F d rti w �t w/INiw rlrwws'- rr Maw �� ww� m*A+wmJm ar wrmt�r� � �waJ , �� !.� / wr �t<l rra Zseh portion of the work shall be retained upon separately depending upon that portion's percent&$* of completion as follow: 02-24Z complete- 102 retention t h� 2.5 -49Z complete- 712 retention SO -742 complete- 52 retention ; f 4 F 75 &99Z eot;plets- 212 retention ,5 100Z complete- 02 retention 71 tfrt tr�t�+amt.'toFAWMTI a. n73s"MTmavo merw..amrrm`:at;ocsoeoP A� ' t �H, �K- _ A � xtWii�l� 4itpiM``�'er Jo- " t a �" 'sa a s '� •%�. a ,,t:t,,� am �'' _ .. _ .. s _ ... .. _ . ,. _ - .. � . .. ., � n ... . J'! .,.,, R' `K+c. z, .1. Jr• be 4e�+�t�'.�, -.r t,,:__�-,_, -- - - - - -- n ANN" " + IWLL PA h tili : +silt tllteen of** emmut WK dw bt ffdm bT the ter+ w % V* it fit _ bt dla by tht Contt1 10t � t1tE t`r ftt mm 1 e� tip t (Wig b not All.f. of the t�eltle�ll CionQi m am allow ado �+ m d ali�r.wk 'wwwhMil >tb t!1 ! lot Pi1ex bo11► ttrlltf� by Aidfwrbts tRldt lht�i lie by mot ' ilt �e�itd! libt hRllb ii tlryll iils i!d fife Jlfdi 'li hltdlCNN& bt hWAIL of a mbeft ` 1. LAY 1' i t"- MIiCq.LAhiEOY� � 'M� hm -down • IMde N thte A�rlemelle ID � �IOrMtin � llte � C1�n�Mtolta Of � COltteeet h�0�10110R. the fel` swim rdm 10 that plor�lOn as a0lelt�ed or pllQl!!e!d by Od!!t plOr:bnf of dW COMMS 00Q�• 7.=. 1•a�elOfO due and � Wtdet dW Connect abed bat YMefele 1h0111 ells due prmettt is din s 111e Ale anted bdo�►. et to ' tbt abmm Inaent. at the No ease ptivarilf� from tlmt to mat >< the phut what @te � a loeieed. - �IA IrN � IwMIrI �� A y MIS J 4 • J«►1w1��f��JMIY�MfI�/nrlflrYrM•t�ww�.tet rrwir��r/�fMCMoe�rn�we:MNw�wr�M•w+��r��ww�1/�t �rMrO ; �, rtJM. J I l�+rn e► A�w�rp w NSMwM� M � w.aw Mt► MAY dl'w Of# raw.'y Mrs Mown &djW—w K.,owr o x avo � in AVMM M M� Q�wwN dVMwW W MW "M l010 rt s"MMw w M rrMw� / 7.3 adw prowwotr: r JA Tho'eontsact ova shall be increased or decreased for additions. and dodoetioas by Chana Order as providod in the contract doetments. •utberIxed and:' } Change Orders for additions may include overhead in the amm at of 102 and.ptofit, Y in the eaoant of IOt of the approved cost of such Menge Order for the contsae• }� tor. r • 7.5 In the event that the ties for cm*letion of the work shall be extended by ° �. delays or authorised and approved Cbaule Order Method* the contractor shall ,u•5* 3 be paid the cost of extended overhead and supervision. 7M v t �f2 " LI The Comm mar be tutrA N by dte Oww of the Cmeueaoot as peOrided in Atut'le 14 d else Got" La nw ro* Ili: be aYiQl u" by the Ownw f pen ided in Anide Mot the GwAnd COnQtIi M Y �r agI�Nl101t',. Atle ! C*e kU40NISACTM ACUD&W TrUM 041 M 0 AU* 0 t IW' 'Kt. 171R AIt�aKI1N W�1Tf L'Tt Ot AWJUTWM Y% I" YOnR Ada. M W. •AttW11�+OR. D.C.2R101i �• A si '� } �j 6 i .�iLV' '� 3 £ '�' - ��I 1'y�a. Ye"Mn,+.'w 1✓zm*54gn mV#•• .� j op : 1 oil � bt A t i erut estA tent f oww cioeltiobt. AiJI bawhol! AIal. top ilrt CoMfO bt *FAWUIft% Aid► bbeRAW A"t. W mill. • to adofa kgwft T6 be defined when the plans and speeafitatieas are•fully dm'*Ped b9 the Atehitstt and Approved for buildial persits. and sualtaaseus with the er* { R{it` tabliAMmat of the atipulat6d sun 40att"t ti t • �� -:!t f�P: c r 2 i T,lrkr'4x •`�a'f4 { .tj'. : - f• ` k ti' 1 • � !M"i ' l i.A w< w ewt eeiwnepe w ea now w ewer is &*pw*wk 9 .3. WWW UJQ '�ai . gm M m O P ... l�etlw atilt � - } t, 4 BMW as ,9.1.3 - mw 1 i'' F � y � r ' ! � i i' i rk h� •d r �. M �` �k��G�� F+#yn'�n�trf-'y .. _e : •,. , ., 4S _ � .. -. � __. .._ _ �� z. .. . �... -,, .._ ,r ..'�y �s� L�f � {s'�r`z }r�,�lc�"'�.�Y'.. x�_��en�':. *Y�'.�ta{ m Y ' - MEER . t,j woo ? a: i 'Ya Y ;: S r �{• � 3 txti} � � ^,3 { 1 S 4� ! � ill'.,. •k 1 0 • ,•.. , : J � y Y � s .i F f 3a•'�% i . , . , k .. , z. .. .. R c ... �. .. .. 4.j:.': i , w �. .. } ✓ . .? Yrila?;.FS`�•r�a�... . r � a_, � .,�i ,tip," LEASE AGREEMENT `*!pis Lease Agreement ("Aareement" ` is made .,Ind entered into the day of 1988. between The Citv of Miami, . a municipal corporation of. the State of rlortda, 'hereinafter "CITY" or "LANDLORD") having an office at 3500 'Dan American OrLver Miami, Florida 33133 and the Department of Off-street Parking of the City of Miami, a department of the City of Miami.. (hereinafter "DOSP" or "TENANT") having a'n office At 190 N.E. 3rd - Street, Miami, Florida 33132. - WHEREAS, LANDLORD is the owner of certain real property known as the Olympia Building, legally described on Exhibit "A" A attached hereto and desires to lease approximately twenty-five (25,000.) square feet of space therein to TENANT ("Leasehold Premises"). _ NOW, TEEREPORE, in consideration of the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency whereof being hereby - acknowledged, and intending to be legally bound, the parties - hereto covenant and agree as follows: 1. Leasehold Premises. LANDLORD hereby leases to TENANT - = for the term and upon the covenants, agreements and conditions set forth herein and TENANT hereby leases from LANDLORD the s Leasehold Premises, which shall have Tenant Improvements constructed therein as described and set forth in that certain �. Master Development Agreement between Flagler Landmark Associates r and City of Miami for the Gusman Cultural Center and Olympia Building dated the day of 1988, and the e Exhibits attached thereto, and the Construction Plans (as defined. in the Master Development Agreement) prepared in accordance t. t therewith, at a cost not to exceed 701 of $744,000.00 ( hereinafter "Tenant Improvements"). 2. Use. TENANT will use and occupy the Leasenold Premises ' for the operation of general office space and related AurAQseB� 9 P L k^ �*� x and for no other use or ourpose without the prior written consent of LANDLORD. The parties to this Agreement acknowledge that they nave received copies of and have read the Loan Agreement between CITY ana Sunshine State Governmental Finance Commission, sxecuted on P 1988 (hereinafter "Loan Agreement"), whicn limits the use and occupancy of the Olympia Building in - certain respects, and the parties hereto agree to be bound by the conditions and limitation of said Loan Agreement as may be• prescribed from time to time by Bond Counsel for the Sunshine State Governmental Finance Commission. 3. T_. The term of tnis Lease Agreement shall be for twenty-four (24) years and snall commence on July _, 1989, and shall expire on June 30, 2013 unless sooner terminated as hereinafter provided. i 4. R_. TENANT covenants and agrees to pay rent as _ follows during the term of this Lease Agreement: — TENANT covenants and agrees to pay annually to LANDLORD as 1 rent ("Rent") seventy percent (701) of the debt service net of interest earned ("Debt Service") on that certain Sunshine State — Loan to City closed on May 31, 1988, pursuant to the Loan Agreement (hereinafter "Loan") plus seventy percent (701) of the Operating and Maintenance expenses of the Olympia Building. The Operating and Maintenance Expenses shall be defined as follows: _3 fixed and variable expenses including the costs of fire and extended coverage and liability and other insurance, electricity, heat, air conditioning, sewage charges and all other utility = I charges including water and gas, if any, garbage collection, maintenance and repairs, janitorial services and licenses and permits as required, salaries and wages, fringe benefits o including social security, group insurance, retirement costs, unemployment insurance, workers compensation premiums and other - - employment -related taxes, overtime, vacation, sick time earnings, _ all contractual maintenance costs including elevators, air conditioners, property and any landscaped areas, security guards, m&terial and supply coats, repair and replacement coats, all computer costs allocable to the Olympia Building, ,operation ' ..2- 0, � uniforms. legal `ees directly related to the Olympia 3uilding, and auditing costs directly related to the Olvmaia Building (hereinbefore and hereinafter collectively referred to as "Operating and Maintenance Expenses"t. The rent shall be payable as follows: Rent shall he based on actual costs of Debt Service for the - prior calendar quarter, to by computed and implemented by the fifteenth day of the month following the end of each vuarter. 5.1 Default. Events of Default - OOSP. The following events are hereby defined as an "Event of TENANT's Default": (a) Failure - Payment -of Money. Failure of TENANT to pay any Rental, Public Charges or any other payments of money as herein provided or required, when due, and the continuance of such failure for a period of ten (10) days after notice in writing. (b) Failure - Performanceof Other Covenants, etc. Failure of TENANT to perform any of the other covenants, conditions and — agreements which are to be performed by TENANT in this Agreement, G and the continuance of such failure for a period of sixty (60) — days after notice thereof in writing from LANDLORD to TENANT O '(which notice shall specify the respects in which LANDLORD _ contends that TENANT has failed to perform any such covenants, conditions and agreements), or in the case of a non -monetary default which occurs through no fault of TENANT and which cannot ■ by its nature be cured within thirty (30) days, failure of the TENANT within said thirty (30) day period to commence and thereafter diligently prosecute all actions necessary to cure a such default. (c) Bankruptcy. If TENANT shall file a petition in -, bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or•regulation# or, shall file an answer admitting the material allegations of a,° petition • filed against it in any such proceeding, or shall` seek or consent to or acquiesce in the appointment, of any•trusteep x srw Y _ ♦3-P i Li L2 receiver or liquidator of TENANT or any material part of its properties, or if, within sixty (60) days after the commencement of any proceeding against TENANT seeking anv reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment without the consent or acquiescence of TENANT, of any trustee, receiver or liquidator of TENANT or of any material part of its properties, such appointment shall not have been vacated. (d) Abandonment. If TENANT shall abandon the Leasehold Premises during the Term of this Lease. 5.2 Remedies for Tenant's Default. If any of the Events of -= TENANT'S Default shall occur and not be cured within a permitted curative or grace period, LANDLORD may, at its option, institute i i such proceedings as in its opinion are necessary to 'cure such -defaults or to compensate LANDLORD for damages resulting from such defaults including but not limited to the right to give to TENANT a notice of termination of this Lease. If any Event' of TENANT'S Default shall occur., LANDLORD to the fullest extent permitted by law, shall have the right to pursue any or all of r the following remedies: (i) the right to a writ of mandamus, injunction or other - similar relief, available to it under Florida law against TENANT. - =i If a notice of termination ins given, the term of this Lease shall e terminate, upon the date specified in such notice from LANDLORD k } to TENANT, as fully and completely as if that date were the date a herein originally fixed for the expiration of the term of this # Lease, and on the date so specified TENANT shall quit and _Y surrender the Leasehold Premises to LANDLORD. Upon termination of this Lease, all rights and interest of TENANT in and to the Leasehold Premises shall- cease and terminate and LANDLORD may,_in addition to any other rights and remedies -it may have, retain all _ use paid to it by TENANT under this Lease. ¢' 5.3 No Waiver. of Tenant's Obligations or Landlord's.' irrurr+..rr�.... Rights. Nothing contained herein shall be deemed or•cone,trued•t4 w' M ht v 4 - . relieve TENANT fram the gall and faithful observance and performance of its covenants, conditions and agreements contained terein, or from any liability for the non -observance or non- performance thereof. 5.4 Events of Default - Landlord. The failure of LANDLORD to perform any of the covenants, conditions and agreements of this Lease which are to be performed by LANDLORD and the continuance of such failure for a period of sixty (60) dAys after notice thereof in writing from TENANT to LANDLORD (which notice - shall specify the respects in which TENANT contends that LANDLORD has failed to perform any of such covenants, conditions and agreements) and unless such default be one which cannot be cured within sixty (60) days and LANDLORD within such sixty (60) day period shall have commenced and thereafter shall continue - diligently to prosecute all actions necessary to cure such defaults, such failure shall constitute an "Event of Landlord's Default." (b) Remedies for Landlord's Default. if any Event of LANDLORD's Default shall occur, TENANT to the fullest extent permitted by law, shall have the right to pursue arfy or all of the following remedies: (i) the right to a writ of mandamus, injunction or other similar relief, available to it under Florida law against LANDLORD. 3 5.5 Obligations, Rights and Remedies Cumulative. The rights and remedies of the parties to this Agreement, whether provided by law or by this Agreement, shall be cumulative, and the exercise by either party of any one of more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for the same default or breach r or of any of its remedies for any other default or breach by the other party. No waiver made by either party with respect to performance, or' manner or time thereof, of any obligation of the other party or any condition to its own obligation under thia t; Agreement shall be considered &,wa'iver of any rights of the party af,r making the waiver with respect to the.particular obligations 09 4P the other party or condition to its own obligation beyond those expressly waiver and to the extent thereof., or a waiver in any respect t_n regard to any other ,ights of the party making the waive or in regard to any obligation of the other party 6. Condemnation. If a substantial portion of the Leasenold Premises shall be acquired or condemned by any governmental authority by use of its right of condemnation or eminent domain or by deed in lieu thereof, TENANT shall have the right at TENANT's option, to remain on the balance of the Leasenold Premises, if any, by paying rent on an adjusted basis for the remainder, or to cancel and terminate this Lease Agreement as of the date of such taking upon giving LANDLORD notice in writing at least sixty (60) days prior to such date. In the event of such cancellation, LANDLORD and TENANT shall thereupon be released from any further liability under this Lease 4greement. TENANT shall have the right to remove any and all of its personal property and other trade fixtures prior to the date of such taking as above stated. The parties*agree that all awards for the Leasenold Premises shall be the property of LANDLORD. 7. Assignment and Sublease. TENANT, upon the prior written consent of LANDLORD, may assign or transfer this Lease Agreement, or enter into a Sublease of its interest therein, subject in all events to the requirements of the Loan and Bond -Counsel. 8. Insurance. E # 8.1 Insurance Coverage. All insurance required by virtue of this Lease Agreement shall be issued by insurance companies or 5 , carriers that are rated A:X, or better per A.M. Bests Rey Rating Guide, latest -edition, and which are duly licensed to transact the applicable kind of insurance business and issue the appropriate lines of insurance coverage in the State of Florida. All policies shall be delivered promptly when required to the City of Miami, Attention: Insurance Manager, 1100 Amerifirst _ Building,'1 S8 3rd Avenue, Miami, Florida 33131. The Insurance Manager shall receive advance sixty (60) day written notice of an material modification or cancellation of such Policies. The #. Y - 3 `l 89-81 _6, + 1 • • I TENANT agrees that the insurance coverage provided for herein f_ shall be maintained in full operative force and effect throughout the term of this Lease and that certificates and policies reflecting such insurance coverage will be duly filed, as renewed i or replaced from time to time, with the City of Miami Insurance manager. The following insurance will be maintained at.TENANT's —costs. and expense with such limits as may be reasonably reeuired . in accordance with reasonable and prudent business practices by LANDLORD from time to time throughout the term of this Lease: (a) A comprehensive general liability policy naming LANDLORD and TENANT as the named insured, insuring against claims for personal injury and death and for property damage occurring on or about the Leasehold Premises, including without limitation any elevator, escalator or hoist thereon, in an amount not less than .One Million Dollars ($1,000,000.00) combined single limit per occurrence and in the aggregate. Such insurance shall include coverage for the Leasehold Premises, sidewalks, alleys and private driveways adjoining or appurtenant to the Olympia Building and shall provide for broad form property damage liability coverage and personal injury protection. (b) Property insurance in an "All Risk of Physical Loss or Damage" form of policy (with replacement costs endorsement) insuring all real and personal property• constituting the Leasehold Premises (including the expense of the removal of debris of such property ae-.a. result of damage by an insured peril), including coverage for loss or damage by fire, lightning, flood, windstorm, hail, explosion, riot, riot attending a strike, civil commotion, vandalism, malicious mischief, damage from aircraft, vehicles, and smoke. Coverage shall be written on as broad an *All Risk of Physical Damage* form as is commercially available. The Leasehold Premises and contents thereon shall be insured to full insurable value. The policy or policies of insurance, if the save contains a coinsurance requi.resent, ,shall contain an agreed amount endorsement in an amount reasonably agreed upon by LANDLORD and TENANT provided that the amounts set forth in such endorsement shall be sufficient to prevent LANDLORD 7� �"". i and TENANT from becoming coinsurers in the event of a loss. Such insurance shall name LANDLORD and TENANT as the named insured. (c) Rental Value Tnsurance. Rental value insurance, so that LANDLORD will be insured against loss of rental income from 1 the Leasehold Premises occasioned by any of the insured -against perils included in the property insurance policy during the .period required to rebuild, repair or replace the property , damaged, which policy or policies of insurance shall expressly provide by endorsement thereon that the interest of LANDLORD as leessor under this Lease shall be covered. (d) Worker's Compensation. Worker's Compensation and Employer's Liability Insurance in compliance with Florida Statute 440. For work that is subcontracted, the TENANT shall require the subcontractor to provide Worker's Compensation insurance for all of the subcontractor'.s employees. (e) Copies. TENANT shall furnish Certificates of Insurance with LANDLORD and the TENANT named as Additional Insureds for the coverage specified hereunder which shall cleparly indicate that TENANT has obtained insurance in, the type, amount and classification as herein required. Copies of all policies of insurance and renewals thereof shall be furnished by the TENANT prior to the effective date thereof. Copies of new or renewal policies replacing any policies expiring during the term of this Lease shall be delivered to LANDLORD at least thirty (30) days prior to the date of expiration of any y policy, together with - ;M proof satisfactory to LANDLORD that all premiums have been paid.. 8.2 Named Insureds - Notice of Cancellation. All policies of insurance described herein shall name LANDLORD and the TENANT ;t as insureds as their respective interests may appear. All insurance policies shall provide that no material change, ;..-_ cancellation or termination shall be effective until at least thirty ( 30 ) days after written notice thereof has been given to s#4- J }(; LANDLORD. Each policy shall contain an endorsement to the effect that no act or omission of the TENANT or the LANDLORD shall �- affect the obligation of the insurer to pay the full amount of any loss sustained. _ T�y�- Qt 8. 3 LANDLORD Mav _ Procure Insurance I f Tenant Fail s TO too (a) In the event TENANT at any time refuses, neglects or fails to secure and maintain in full force and effect any or all of the insurance required pursuant to this Agreement,, LANDLORD,. at its option, may procure or renew such insurance. LANDLORD ' shall, notify TENANT in writing of the date, purposes and amounts of any such payments made by it, and such amounts shall be payable by TENANT to LANDLORD within ten (10) days of such notification. - 8.4 Insurance noes Not waive Tenant's_ Obligations. No _ acceptance or approval of any insurance agreement or agreements by LANDLORD shall relieve. or release or be construed to relieve _ or release TENANT from any liability, duty or obligation assumed by, or imposed upon it by the provisions of this Agreement to the extent of any non-payment of insurance based on the exclusions = contained in the respective policies of insurance. 8.5 Loss or Damage Not To Terminate Rental or This a Agreement. Any loss or damage by fire or other casualty, of or to the Leasehold Premises at any time, shall not operate to terminate this Agreement or to relieve or discharge TENANT from t - the payment of Rent pursuant to this Agreement, as the same may become due and payable, as provided in this Agreement, or from the performance and fulfillment of any of TENANT'S obligations pursuant to this Agreement to the extent of any non-pavment of 1 insurance based on the exclusions contained in the respective policies of insurance, including the Rental Value Insurance provided for in the Management and Leasing Agreement between DOS4P and City executed on _ 8.6 proof of Lass. (a) whenever any portion of the Leasehold Premises (including without limitation any peeraonal` spa property furnished or installed in the premises) shall have been �T Y,A Y damaged, or destroyed, TENANT shall promptly make proof of --loss �r in accordance with the terms of the insurance policies and shallR Y proceed promptly to collect or cause to be collected, all valid `b4sid': claims which may have arisen against insurers or others apon any such damage or destruction. TENANT shall promptly give — LANDLORD written notice of such damage or destruction. i 9. indemnification. LANDLORD shall indemnify, defend and 4 nold harmless the TENANT, its officials and employees, against any and all claims, suits, actions, damages, liabilities, debts, proceedings, or causes of action connected with, related to, by reason of or arising out of personal injury, loss of life, breach of contract or damage to property sustained in or on the Leased Premises by reason of or as a result of LANDLORD's, its agents', i servants', employees', contractors', subcontractors', materialmen's and laborers' negligence or willful acts (including breach of contract) in connection with the construction, design, use, activities and operations relating to said Leasehold Premises including, but not limited to, all costs, attorneys' fees, expenses and liabilities incurred in the defense of any claim and the investigation thereof, inclusive of appellate costs. This section will apply regardless of whether the actions - sound in tort or ip contract, in law or in equity. The foregoing agreements of indemnity are in addition to and not by way of limitation on any other covenants herein. One dollar ($1.00) is given as distinct, separate and independent consideration for the granting of this indemnity, along with other valuable consideration, receipt of which is -acknowledged by LANDLORD. The foregoing indemnity will be incorporated as an addendum., rider, clause, or appendix to all liability insurances - required by this Lease Agreement. 9A. Indemnification. Notwithstanding any policy or policies of insurance required of TENANT, TENANT shall indemnify, defend and hold harmless the LANDLORD, its officials and employees, against any and all claims, suits, actions, damages,: liabilities, debts, proceedings, or causes of action connected with, related to, by reason of or arising out of personal injury, loss of life, breach of contract or damage to property sustained in or on the- Leased Premises by reason of or as a result. of TEyANT's► its agents', servants', employees', contractors':. subcontractors', materialmen's and laborer*' negligence or l• -10.,, �a willful acts (including breach of contract) in connection with the construction, design, use, activities and operations relating to said Leasehold Premises including, but riot limited to, all costs, attorneys' fees, expenses and liabilities incurred in the defense of any claim and the investigation thereof, inclusive of appellate costs. This section will apply regrirdless of whether +the actions sound in tort or in contract, in law or in ecuity. The foregoing agreements of indemnity are in addition to and not by way of limitation on any other covenants herein. One dollar ($1.00) is given as distinct, separate and- independent consideration for the granting of this indemnity, along with other valuable consideration, receipt of which is acknowledged by TENANT. The foregoing indemnity will be incorporated as an addendum, rider, clause, or appendix to all liability insurance required by this Lease Agreement. j 10. Taxes and Other Public Charges. TENANT shall be i responsible for and shall pay before delinquency all municipal, county or state taxes or other public charges assessed during the Term of this Lease against any occupancy interest or personal property of any kind, owned by or placed in, upon or about the Leasehold Premises by the TENANT 11. Condition of' Premises on Termination of Lease. TENANT agrees to surrender to LANDLORD, at the end of the Term of this Lease and/or upon any cancellation of this Lease, said Leasehold Premises in as good conditib�as Aaid Leasehold Premises were at the beginning of the Term of this Lease, ordinary wear and tear, and damage by fire or other casualty not caused by TENANT's negligence excepted. 12. Liens. TENANT further agrees that TENANT will pav all liens of contractors, subcontractors, mechanics, laborers, material -men, and other items- of like character, and will indemnify LANDLORD against all expenses, costa,. and chargese including bond premiums for releast-of liens and attorneys'.feew: and- costs reasonably incurred - iir• and- about the defense. of any, suit in discharging the said Leasehold Premises or. any part thereof from any liens, judgements, or encumbrances caused or -11- � $�-�1 • � �: x y5° suffered by TENANT. In the event any such lien shall be made or filed, TENANT small bond against or discharge the same within ten (1U) days after the same hAs been made or filed. It is understood and agreed between the parties hereto that the expenses, costs and charges above referred to shall be considered as Rent due and small be included in any lien for Rent. The TENANT herein shall not have any authority to create any liens for labor or materials on the LANDLORD's interest in the Leasehold Premises and all persons contracting with the TENANT for the destruction or removal of any facilities or other improvements or for the erection, installation, alteration, or , repair of any facilities or other improvements on or about the Leasehold Premises, and all materialmen, contractors, subcontractors, mechanics, and laborers are hereby charged with notice that they must look only to the TENANT and to the TENANT'S interests in the Leasehold Premises to secure the payment of any - bill for work done or material furnished at the request or instruction of TENANT. 13. Alterations. TENANT will make no major alterations, additions or improvements to the premises without the written consent of CITY MANAGER., Such consent will not be unreasonably - withheld. All additions, fixtures or improvements which cannot be readily removed without damage to the premises shall be and _ 5S remain a part of the premises at the expiration of this Lease. rl� 14. Right of Entry. LANDLORD, or any of its agents, shall have the right to enter the Leasehold Premises during all j' reasonable hours to examine the same or to make such repairs, i additions or alterations as may be deemed necessary for the '{ safety, comfort or preservation thereof'. 15. Notices._ All communications to TENANT or LANDLORD shall be in writing and shall be deemed to have been properly given if transmitted by registered or certified mail or hand delivery. All notices and communications shall be effective upon receipt. Notices shall be addressed as followns LANDLORD: City of Miami 3500 Pan American Drive Y z r —12— a it t . (�Yy Miami, Florida 33133 Attention: Cesar H. Odio City Manager WITH A COPY TO: Office of the City Attorney 1100 AmeriFirst Building 1 S.E. 3rd Avenue► Miami, Florida 33131 - Attention: G. Miriam Maer Assistant City Attorney TENANT: City of Miami Department of Off -Street Parking 190 N.B. 3rd Street Miami, Florida 33132 Attentions John J. Mulvena, Executive Director t Each party may designate change of address by notice to the other party, given at least fifteen (15) days before such change of S -s - address is to become effective. 16. Severabiliry. Should any provisions, paragraphs, - sentences, words or phrases contained in this Lease Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under applicable law, such provisions, paragraphs, sentences, words or phrases shall be . deemed modified to the extent necessary in order to conform with -'= such laws, or it not capable of being modified to conform with such laws, then same shall be deemed severable, and in either a event the remaining terms and provisions of this Lease Agreement E shall be valid and be enforced to the fullest extent permitted by #` law. A 17. Execution. This Lease Agreement may be executed in - any number of duplicate originals and each such duplicate a original shall be deemed to constitute but one and the same instrument. 18. Construction. This Lease Agreement shall be .construed in accordance with the laws of the State of Florida. 19. Amendments to Lease Agreements Entire Understandin9_of rR E < the. Parties. This Agreement is subject to and shall be 4 interpreted to effectuate its compliance with the Charter of the hX City of Miami, the City of Miami. Code and 'the 'Dade County Charter { L r; and Code. Any conflicts between this Agreement and the aforementioned Codes ' and Char•:ers shall be resolved in favor of �r, the latter. This Lease Agreement may be amended or af4pplemented _ s� i j from time to time only in wr5.ting by an instrument signed by the parties hereto. This Lease Agreement contains the entire understanding and agreement Of the parties and may only be a modified 'by written instruments signed by duly authorized officers of the parties hereto. 20. Binding Lease Agreement. This Lease Agreement shall be binding on, inure to the benefit of, and be enforceable by the respective successors or assigns of the -parties hereto. 21.. Peaceful Possession. Subject to the terms, conditions and covenants of this Agreement, LANDLORD agrees TENANT shall and s MAY peacefully have and hold and enjoy the Leasehold Premises } without hindrance or molestation•from LANDLORD. j 22. No Discrimination. No covenant, agreement, sublease, i or other instrument shall be effected or executed by TENANT, or any of its successors or assigns, whereby the Leasehold Premises or any portion thereof is restricted by TENANT, or any successor in interest, upon the basis of race, color, religion, sex or national origin or physical -handicap in the use or occupancy thereof. TENANT will comply with all applicable federal, state i and local laws, in effect from time to time, Prohibiting discrimination or segregation by reason of race, color, religion, 1 sex, national oriqin or physical handicap in the occupancy ' Y p of the Leasehold Premises. IN WITNESS WHBRBOP, the -� parties have caused this Lease Agreement. to be executed as of the date first above written. • _ S CITY OF MIAMI, a municipal corporation of the State of � Florida gy. CESAR ii • ODIO City Manager al ATTEST: rr By HATT Y #' A •" Cit a y Clerk t r :a� £, kli 0. APPROVED AS TO FORM AND CORK$QQQ P.. a CTNBSS, :� _ F Mr %"a eta` y ,�. ' Nf i[x1'Joins Ls PERMANDS T 1• YatY �. "t ORPAATM211T OP OPP-STRWIT PAEt1 INS or THA . CZTY or MIAMI , PLORIDA 1; + �t y: r z 5 fi Yi s, ' , i t STATA OF PLOMA j E jset iWrY OF DADR j The foregoing insEruaent Was acknOwled ed before me tnix day OF 9 ► 1l88, by Cesar a. Odin as O ty` :f .' Manager or M - tlori:las - r Notary u c Mate oe Florida My Ooraeission expires: -' 4 t STATE OF FLORIDA) sat COUNTY OF DADS j The foregoing instrument was acknowledged before me 'this day of , 1988, by John J. Mulvena ar Executive Director of DBPARTWWT OF OFF-STREET PARKING OF T88: CITY OF MIAMI. Notary u is State of Florida* My Co"Ission expires: z 9Ty? � 4 r ��) •� T / X • Jr� sitS -• r Cy. t� `t +u Olt a a -ik s a SAW I AT r. x Ams; � -4 �'wu9i OPi VIA Q.EATUAR, x .�: a ♦a, �"�.,.' •,.'r ^t +k `�i' � >` �* , .'i 's , -� y i� .ai. �7x ' �.c"p (, �: j Y x ' t NO� # . V r 't1#,}.--R wan r. x"�x SR�ly .,#, r4 �i•st.4#4' s�' f.r' s<'', rr4 r VMS t k {t3My 4 {f a� M a ix :� ! r: r -. r a r l f •��k,��i�blsY NOW-1000.y{"Pitt16 r r c rY :two, r aA 1 T 01,110,; i 7 }fir Awn t5'` ` �br tRi} .-T'r'�Y -L•.k'iy aP ts t.i.A 3a$P ! ')r +d F{. 4t3;y.F!&iXFiy. a,g�pj`'Y'tit VION +r: fad. is5 s'r. f!k •jr+c0401 'rr '.fvw .. e� � £ � � • x c 4 � �a� .�` �.a i F } re. i ra P J b�. y /A .R'r4 t{+ iS � ��.� '��. .t��Y�.rvi r 7 k� r c��,_?�'� �yi �, K NK �••pvr �yik l.t.. � 7t� �� .,T�� rp � � Oft. #"Iv^JtN i .ut<� t {•"� }.`t` :'J, aY `-gyp L{ �"�-.µ `'r"Q� it .zt. i;�y9'' ' 4 S 5 < % w L"'J? "af �! f'�.' 3 .y$ {4' 1��9• hVdl Mles �rt� ia&,a .•,' - .s.y..< .�. `' : •. � .F .-_�...- ,_....r: ..... r,n ,.. ,#. _ .,_ . ._ .. _. _ v... ..�" t_.n� __._._. r, ze. ..1�sm .: ..v.3.s3.. �;wt.Y.:_vtc�3;3rn.9a MANAGDOWANd LEAStN .AGREEMENT made this day of .December. 1988. between the City -of Miami. a municipal corporation in the State of Florida. maintaining an office at 3500 Pan- American. Drive, Miami, Florida 33133 (hereinafter referred to -as Owner") and the Department of Off -Street Parking .of. the Clty of Miami. an agency and instrumentality of the City of Miami, maintaining an office at 190 .it 3rd Street. Miami. Florida 1-313Z (hereinafter referred to as "Agent NITNESSETN: ---------- -; In consideration of the mutual premtse$ `mind covenants herein contained, the parties hereto agree for themselves and their respective successors and assigns, as follows: ARTICLE I. EMPLOYMENT OF AGENT- 1. To the extent permitted by law, Owner hereby appoints Agent as ;he agent for the management. maintenance. renting, leasing, operation and suoervision of a mixed use commercial and retail project (the "Project") owned by Owner. which Project consists of approximately 35.000 square feet of office soace and ,_ square feet of retail space (the "Improvements"). located on the real property described on Exhibit A attached hereto and Agent hereby agrees to manage, maintain. rent. lease. operate and supervise the Project. on the terms and. conditions hereinafter set forth. Agent shall exercise its best efforts in the management. maintenance. operation. renting, leasing and supervision of the Project, and in collecting the rents and other rota= therefrom. ARTICLE II. MANAGEMENT 1. Agent agrees on behalf of Owner to supervise or cause ;to be . supervised the work of. and to hire and discharge or cause to be hired` par discharged all independent contractors and employees required in `connection l with operation of the office and retail portion of the Project (the "Office and. Retail. Space"). r 2. Agent shall submit or cause to be submitted annually, to &A* x for its approval by May preceding each fiscal year, a budget for the Office and.Retail Space showing all items for which (i) capital expenditures shall be made'. including without limitation, maintenance and. repair work- and (11) operating expenditures shall be made: including without limitation, the number and type of independent contractors and employees and their compensation, and having obtained such approval. Agent is authorized to make or cause to be made sucn expenditures as are provided therein at the expense of Owner. except that in the event of an emergency the expenditure may be approved by the City Manager and ratified by the City Commission. In connection therewith. Agent is also authorized at the expense of Owner to (a) make or cause to be made. such ordinary repairs to the Improvements. (b) purchase or cause to .be purchased such supplies therefor. (c) make or cause to be made such service contracts including without limitation, trash removal. window cleaning. elevator maintenance. vermin extermination, janitorial.._ valet, Parking. ,. landscaping .and other services as Agent shall deem advisable or,necessary with `= .respect to. the Project. Agent shall allow to. Owner any discount ch ;Agent.' ,wh may, obtain in connection with the performance of* Agent's .obligattons I'ti; hereinabove set, forth. Further. Agent is authorized. to, at Owner, s`.exp"'se.: .to. make. contracts for electricity. gas, water. telephone a'nd - any other..' necessary utilities for the Project, L` • A�ewt agues• to exemci se i ts. best eflboft to- acl:iens- the:_ goal .toil~ all services rendered to tenants or.occupants shalt be,kept at ,a mNnt t to Owner consistent with Owner's standards for the 'Project.,: Agent will °not Perform. prdni se to perform or cause 'to be • performed servi cos for t'ithants other than the usual services provided by owners or Ietsors of simll r'. .buildings unless otherwise -instructed by Owner. gent- shai l,optab! 1 sh- or cause to be- dstab .., hei.. a. pt1 ed l i s t for- all. building services t-,.t are normally charged to ttnant3 of t'ht Office and getail soace, and is authorized to apply or cause to be applied .such prices to - ;he performance of said service, 'and to collect or cause to be collected same, _ upon obtaining knowledge thereof. Agent shall promot'y notify Owner and Owner snail aromotly notify' Agent of any violation, oraer, rule or :eterminacicn of anv -federal, state or municipal authority ;r any other ;overnmental entity affecting the Project. :. Agent shall prepare and file or cause to be prepared ano filed 41tn governmental agencies, on Owners behalf, all tax and reoorting forms :nat reiate to employees and independent contractors of the Office 'and Retail ,-:pace. 4. Agent will make or cause to be made' Available to Owner the advice and consultation of its technical staff or the technical staff of any consultant it may retain as hereinafter provided In connection with ordinary repairs. . S. Agent agrees to provide or cause to be provided. as customary in� :he community, the usual management services in connection with labor union relations and in the computation of withholding taxes. hospitalization and group life insurance. disability insurance and the like. ARTICLE III. COLLECTION OF INCOME AND PAYMENT OF EXPENSES 1. Agent Is'authorized in the name of Owner to collect or cause to be collected all rents, security deposits. revenues and other incomee from the Project when such amounts become due. It is understood. that Agent does not guarantee the collection of such rents, security deposits, revenues and other income from the Project. All monies received by Agent for or on behalf of Owner (the "Collections") shall be and remain the property of Owner and shall be deposited in special accounts at a bank or trust company designated by Agent. Ali interest earned on such accounts shall be paid to Owner. 2. Agent is authorized on -behalf of Owner to make or cause to be made all necessary disbursements for•expepses, in accordance with the approved line item Budget or as amended by Owner ("Approved Budget"), incurred by Agent pursuant to any of -the provisions of this Agreement (the "Disbursements"), and to deduct same from the Collections. The term "Disbursements" shall include but not be limited to: fixed and variable expenses Including the costs of fire and extended coverage and -liability and other insurance. electricity. heat, air conditioning. sewage charges and ail other utility charges including - water and gas, if any. garbage collection. maintenance and repairs. janitorial services and licenses and permits as required. salaries and wages. fringe benefits including social security, group insurance, retirement costs. ail unemployment insurance, worker's compensation premiums and other employment related taxes imposed on the -Agent or the Owner relating to the Project, overtime. vacation. sick time earnings, all contractual maintenance costs including elevators. air conditioners. property and any landscaped areas, security guards, material and supply costs, repair and.raplacement costs. ail computer operation costs allocable to the Project. uniforms. legal fees directly related to the Project. and auditing costs directly related to the Project. The Owner shall provide to the Agent an initial amount equal to three months of Approved Budget expenses to use as a drawing account for Oisbursements. If at any time there are insufficient funds available in the custody of Agent from the drawing account or the current Collections to pay for all of the expenses to be paid by Agent pursuant to the terms of this Agreement, Owner agrees to supply Agent within fifteen days after the receipt of a statement in. writing from Agent requesting payment of expenses: the funds required to make such payments. Owner agrees to reimburse Agent promptly for any such reasonable disbursements in accordance with the Approved Budget which' Agent may elect to advance for the account of Omer. Nothing herein contained. however, shall, be construed to obligate Agmat, to make any 'such advances. 3. The Owner has the right to use such means as may be appropriate to verify amounts claimed as Disbursements. If any itesi of expense Is - 2 - disputed or Conte'' by the Owner, the Owner l l ssubellt to the Agent a statement; in writ!,- setting forth the itomt—;-being disputed anG the specific reasons therefore. The Owner snail not withhold reimbursement for such items of expense as set fortn in the Aooroveo Budget. Both parties shall in good faith diligently pursue=larification and resolution of any disputed items within thirty (30) days of written notice sent by Owner. a. The Agent shall submit reports in such form as the Owner shall =•om time time�rseuire whicn -,torts snail include i statement of the 1ec zns inc Clsoursements -ace, vitn voucners ;nerefor. :uch reports snatl include, but not ce limited to -the following: (a) !Monthly activities and Coilections, and Disbursements summaries. (b) The Owner may require the Agent to ootaiil�,, annually, or at such 'other frequencies as it snail reasonably determine.* aiii examination made in accordance with generally accepted auditing standards and .management letters prepared and attested to by an independent certified public accountant. licensed in the State of Flory da. acceptable to Owner as to the Collections. an* the Disbursements arising from the operations under this Agreement.. prepared in conformance. with the American Institute of Certified Public Accountants' requirements for "Special Reports," or as otherwise directed. by ;he Agent. The cost of such reports shall be included as a Disbursement. 5. Monthly reports are due by the ZSth calendar day of the month following the reporting period. Together with its monthly report, Agent shai.l remit or cause to be remitted thereafter ail money so collected, less Disbursements made and Agent's compensation and expense. as provided in Article VII hereof. -Agent shall provide annual reports which shall be due within ninety (90) calendar days following the close of the reporting period. 6. The Owner permitted to -audit. operations under this administrative offices during the term of this the termination of this and the external auditing firms.of the Owner shall be examine, review and copy all records relating to Agreement, during normal working hours at the of the Agent. 190 NE Third Street, Miami, Florida. Agreement and within five (S) years after the date of Agreement. (a) The Agent sha11 maintain, during the term of this Agreement, at I - books of account and records of Collections and Disbursements. in conformance = with generally accepted accounting principles and to the satisfaction of the department of internal audit of the Owner. M The Agent shall make available, at the Agent's administrative offices, to the Owner upon ten (10) days written notice from the Owner's auditors. any original documents and records pertaining to the operation of the facility not required specifically by the terms of this Agreement. 7. when necessary and after approval by City Commission, Agent 1s authorized in the name of and at the expense of Owner to (1) institute, settle or compromise or cause to -be instituted, settled or compromised any and all legal actions or proceedings and to take any other action necessary to enforce the collection of all rents. security deposits. revenues, and other income R from the Project. when same became due. (I I) enforce or cause to be enforced all rules and regulations pertaining to the Project. or any portion thereof. , (III) enforce any covenants and conditions of any lease, rental agreement or valet parking agreement. (iv) effect the ousting. eviction or dispossession of tenants or other persons from the Project. For any of the aforesaid purposes. Agent may use Owner's designated counsel. ARTICLE IV. LEASING 1. To the extent permitted by law, Owner hereby appoints Agent as: the sole teasing agent for the Project and grants to Agent right of leasin ke space within the Project. and Agent hereby agrees to undertathe teasln� space within the Project on a basis that will not violate tW tax` u,"" status of the flnaneing mechanism. - 3 - r,t . 2. the rt1.vit13 to be provided by AtIt 1h t6fthifttleft wit" the leasing of space itt he Project wi 11 consitt dr the M 160. (a) Soliciting and screening prospective tenants; (b) 'Bringing into contact with Owner those tenants that wouid be corobatible with, and which have expressed an interest in, leasing spate in the Project. and assisting Cwner +n negotiating and concluding such eases: (c) using ail reasonanle efforts to lease vacant space; and (d) Providing such other services as Agent deems necessary and proper in order to accomplish the leasing of space in the Project, as -, contemplated by this Agreement. All offers and inquiries by prospective tenants for any leases or renewals or agreements for Ve rental of space in the Project. Inciu41109, without limitation. leases -or renewals or agreements for 'the rental of retail space or portions thereof, shall be referred to Agent exclusively, and &IL negotiations connected therewith snail be conducted solely by or under the airection of Agent. ARTICLE V. INSURANCE " i. In accordance with the Approved Budget and subject to annual review by Owner's Insurance Manager, Agent shall obtain the following = insurance at the expense of Owner, and such insurance shall be maintained in full force and effect during the full term of this Agreement: (1) comprehensive public IIabiIIty insurance, (1I) elevator liability insurance. (111) contractual liability insurance, (iv) products liability insurance. (v) property damage. insurance. (vi) comprehensive automobile liability insurance. (vii) transit insurance, (vi11) special events insurance, (ix) worker's compensation insurance, (x) payroll hold-up insurance, (xi) all risk builder's �. risk insurance during the period of construction of the Improvements. (xil) upon completion of the Improvements. fire and .extended coverage hazard insurance, - and (xv) such other insurance as may be necessary rgr the protection of thi interest of Owner and Agent. All of the policies of insurance shall name Agent and Owner, as co -insureds. as their respective interests My appear. Agent shalt bond in appropriate amount. at OrAer''s r° t cost. Any employee of Agent who has control over receipt or disbursement of ' Owner's funds. The carrier and the amount of coverage in each policy shall be mutually agreed upon by Owner and Agent. Agent shall deliver certificates ' evidencing such insurance coverage to Owner, within thirty (30) days from the issuance and renewal of the policies. Owner shall cooperate with Agent and any insurer in the making and delivery of ail reports. notices and other items '. -3 required In connection with any of the insurance policies. - 2. All dividends or return premiums in connection with . the insurance to be obtained by Agent at Owner's expense shall be paid to Owner. 3. Agent shall indemnify and save the Owner harmless from any andV all claims. liability, losses and causes of action for bodily injury and/or property damage caused by the gross negligence or willful mticonduct of the Agent under this Agreement. The Agent shall pay all claims and losses of an, = nature whatsoever in connection therewith, and shall defend all suits. in the, frame of. the Owner when applicable, including appellate proceedings.°and'shall rt', pay ail costs. judgments. and attorneys' fees, which may issue thereon. z ' ARTICLE VI. COINSATION- _r J. Owwr agrees to pay the Agent for f1M 11t O� the ri K �` k .a Retail- Space. • a management- fee aqua 1 to o1' the am grog{ i,.,coax; 4>I*.:che.; Cfftce and Retat 1 .Space t the "Office and Retat l t 'pal+t fe* ), Tho ;Office and Retail Management Fee shall be due on all rentals w 4 • 33 ... Prx"Jo?. al�IM�=4 w4- l ls�h �'eel4..:'.:#++Al►'+►#'!��#+1.11 pith respect to the 0NICeand Retail space: ineludil withdme 111e1tationr, the+ - aroceeds of Insurance received with resoett to use ano OCCUOINCy or business ,iterruction insurance, all overage rentals and deposits of advance rent. The ffire ano Retail management Fee shall be payable in equal monthly installments as statements are rendered to Owner pursuant to Section 6 of Article 1V of this Agreement. :n.the event of termination of this Agreement, ;i,e ccmoensation of Agent will be prorated to the time of the expiration or termination of this Agreement. Z. In the event Agent. Mith Cwner•s prior approval, retains the a services of•a management firm, Agent shall no longer receive the Office and retail management Fee. Agent snail suomit, as part of Its budget. the `"ai*agement firms invoice as well as direct costs incurred ey Agent in t :recessing the management firms contract. 3. Owner agrees, subject to Owners prior approval. that Agent may engage the services of a real estate. broker or brokers (the "Independent aroKers") duly licensed andl authorized to carry on real estate brokerage activities in the State of Florida. to assist Agent in the performance of its leasing activities duties pursuant to this Agreement. Agent shall negotiata. reasonable and normal fees and commissions with each Independent Broker for eacn lease of space and Owner shall pay such fees and coeatssions- for each such lease to the Independent Broker according to the terms and conditions negotiated by Agent with the Independent Broker on Owners behalf. ARTICLE VII. TERMINATION 1. Unless terminated by either party for cause. as hereinafter provided, the term of this Agreement shall commence as of the date hereof (the "Effective Date") and shall remain in full force and effect for a period of five (5) years from the Effective Date. unless terminated by either party on sixty (60) days prior written notice. and if .not terminated prior to the end of said .five (5) year period. shall continue thereafter -from month to month in full force and effect until terminated by either party on sixty (60) days prior written notice. Either party can terminate this Agreement for cause on thirty (30) days written notice. As used herein. "cause" for which either can terminate this Agreement shall be a breach by the other party to perform its obligations under the terms of this Agreement and the failure of said defaulting party to cure same within thirty (30) days next following receipt of written notice of such breach by the non —defaulting party, or, if said breach is 'incapable of being cured 'within said thirty (30) day period, the failure to commence the cure within said thirty (30) day period and to proceed diligently thereafter to compiete the cure of same. In the event of default in the payment of any compensation earned by Agent hereunder after sixty (60) days notice by Agent that such payment is past due, then all compensation then earned by, but not yet paid to Agent, shall -be accelerated as described hereinabove. ARTICLE VIII. BANKRUPTCY In the event a petition in bankruptcy is filed by or against Owner or Agent. or in the event that either shall make an assignment for. the benefit of creditors or take advantage of any insolvency act. either party hereto may _ forthwith terminate this Agreement upon fifteen (15) days' notice in writing. ARTICLE IX. t; !7µ DISCRIMINATION r 1. Agent shall not discriminate against any employee or applicant' for employment to be employ" In -the performaner of this A9reeesent with ' respect' to age. sex or physical handicaps (except where based on a bonatido occupational qualification), or because of race.• color, religion, national t'= origin or ancestry. - k ;_ t r 2. A+gent`gene that (a) no pertb an to. —A 91 race. tbi - sex.• physical hanai#-'., or national origin shall bo excluded from participation in the Protect. denied the benefits of the Project. or be subjected to aiscrimination in the use of said Project. (b) and. that in the furnishing of services herein, no person on the ground of race. color, sex, physical hanaicap or national origin shall be excluded from participation in the Project. penied the benefits of the Project or otherwise be subjected to 9iscrimination in violation of Federal. State or local laws. ARTICLE X. GENERAL 1. Except 1n cases provided 'in Article Ii, hAreof or where the law imposes a legal duty or penalty .upon Agent, or upon Agent and Owner, as distinguished from Owner alone, Agent shall not cause to be made repairs, additions or alterations orIcomply with orders of public authority without consent of Owner. 2. All notices referred to herein, shall be deemed to be sufficiently given if in writing and sent by United States registered mall to the Owner or to the Agent. as the case may be. at their respective business addresses first hereinabove given or at such other address or addresses as either party shall hereafter designate by written notice. 3. This Agreement contains the entire understanding of the parties ana it may not be changed or modified orally but only by written instrument signed by duly authorized officers of the parties hereto. 4. None of the officers, agents, or employees of the Agent shall be deemed to be employees of the Owner for any purposes whatsoever. No partnership oe joint venture relationship between the Owner and the Agent is created or intended by this Agreement. . 5. This Agreement shall not be assigned. transferred, pledged or otherwise encumbered. 6. The terms of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the respective successors or assigns of the parties hereto. 7. In the event that any y parties of this Agreement shall be held to be invalid for any reason. such invalidity shall not effect the remainingfF portions of this Agreement and the same shall remain in full force and effect. IN NITNESS WNEREOF, the parties•have, hereunto set their hands the day -, and year above written. ATTEST: City OFF OWNER: a CITY OF MIAMI. a municipal corporation F of the. State of Florida 1 d�. r � r ; 4 By: Cesar M. Od o. City Manager AGENT: DEPARTMENT OF OFF-STREET PARKING of the . City •of Miami. FLorida i JS 4W.. N. Ru§VWUG* a�ncuasyp Y1Pet APPROVED AS TO FM AND CORRECTNESS: orge L. ernandet. C1 ty Attorney P -- — - ti —01 V tqr Q, 5 G i • 1 F "b 1 ��r y y 1� rx a ,c IFS '•��-,'"•,�'% �i1 Y i4 L� in, 4fr pit bt `} f Amount �►�.Yo�rance soaa Theater Renovations $1.390,000 t lOt IN Olp�epia huiidinq Renovations $2,292.000 t lOs: =nt�rior" _Tinant 'Fanist�es S - 744..000 R tAssums $18.00 per sq. Architect/Engineer 4 71 $ -310, 000 5. ±{� Services Subtotal $4�811.000 aev.lop:: s g.e a iot I not � � , � K. sr �, "481', 000. to,, exceed $481, 000 00) t 5: �•'- > {, `� �. a It 7 r+—� S. n',d^i `X Res - a �n - i N ti'S%r 6 ' aCoAti=sgeuGy •, 1D8 ? <j $r = • 4i1 000 °' {7 r_ ,:� Costs A 34S / OOO 3 w s p fi6:t j dr. i'iyy `,d a 0F:'� 4 .� d'. a 4�•y ,: �•%, w �?� � ,.� �•.: - �..':,��.�, .. +��,.k..�..� N'!.. •. t 121 0 00 ty a•rr�.5,, ' +f i� `.d�'y('ct�'�'�.c _.�.:�_ •...... 4.._.:. ,., ... -a .,.. � .::: ...1�.,:i� f, .,. ..:�.1 � �"�,? PM,.'�."� ,.. y-F� ,itA� 4x�. 6 '�i'�a• *i i -- . _. r F }t i hr 7r tyFkR"; ;f • `A� 't I ` '9. rr;.eira.4• .,r"r'A�t.atl9fK'�d'h. ._. j Y , 1. , ) r Ji rtoveob.= 15, 1988aSler tandm Associates i Syy Jiatin ..t: Mulvena r; r., r Ex�rcutiva Diraeto r. r Dept 0 j, • o ff. -Strwt Parking - city_ of Miami 1,40 Masi • F' 3rd Strp•o L 132 a _ bear r Mi•.# iy x` Mulvisa: I was in at tandaae o at a s;, Morheim'. Sa=qio : Roe�ri ues, meeting ;, oA : November rr8, - G Q Miriam, Maer.•,and" othira, discus i b. �s v, � , Quian jrheatre/Olyspia;Buildir� F i yg q renovation. r< t?i� j�L $•vestal to ies , h1z P were discussed which to: I have bNn asked -t _ to • Certain pro echo rev i•�d u na (copy attached) o! tj Pon which ` the 023.00 operatin Thasa 9 centsware P.=o7tios 'indicate a Par sq. Zt• =autal rat• oPsratie PProximatel is basad., q '•xr•yps. IA resaarehiA Y s11 -per sq • t !t rwi•M` 'the car, i . Q .this' natter lurthr, , Ne haver " Yfif Ellis Gs-�at�r t�ia•i O9'lioe - Sury w This . report, (,copy_,:attached) Y I987. Pr•parbd_{tn� b�uilcliriq# .in doNntoMn Miami, _t Y Grubb r c lets : si aatato..taxas is aha hi f.ndieaitia for `1987` o!lics high range _ q for oprratn� p�tpeoaea- analyts"a' w�;a lu PProxi®atelY ab.00, s'ther conlrar•d through r banagori o! ,the Musaui. _Town=. Psr sq • 4 diseussians w' *Y op�rasi:zq axpenaas. tlaa Building' (150, W. Fla ith the ra f IC" . s6. 00 real , :state taxes) Qlar 'St.) 4 per sq�' fit. arts � aPProxmatly� t , �inco =the Ol • Y pia Building Mill toss V, it �+culd. be a on line two , r to,',d?. PP='opri�lt• t0, . 00',. ad3,pat the r o Years troe Per, iq. Pwratia os,�ibl a7:50•8 00 g pxppnaas'orwa d` `.. - so acre +n W. 'fin' a"" n•r s4. tt. du• o ty• '1 d d x R u tit*lto coves at 1a bu �t ° arent,that , s our a s r�n*•�, ,��_ t-3 •xe.�.:: sore t a•• z 'z VW save rat• Q!_' aZQ-ZI ; A�tr poratAirexpl as Wh oh eouid3 a A. ltr. rsu, is >.LY 1, �. • �. 't .� ...r_ ..,. � wwS`!f£ i�i .. �.�,+.f w *+ w :�3V• an •fCMF. /s �•..,.s-- to ,.. e a .in C. ��ar.�~r,•.w �* i �; �..� *. ��=��i' �•ia�i.:iw- w, ��ir .e•••i►�� w•Na!R i, s��^^►w� r., t T • •! f, {{.� + r !' d .: +F� �: ! .,y.l hr M4,.w►'/r�,* w#i.�..I�.":♦ tie • , �ws i►7� :.�:� z A`4t s .F tiT Ma•w.w,�',.�_�* +*sa►+r. .ss.�l r;{�..�,'*a•w.+>�y „�A 3 'y'�� ft T �• ♦`�!!1` if •44 •• • •� 4AY �.� 11,11m r+ Y 4 §t ck i r t -t fFa �!u�p �'. ' ,. SWkYjiRi�s^jYAM4•it+•'it'''�� . .�� 'L t r ^AP" fi L } [ v il t,.i t h,•3 i i e. s''f t } ti Fyn hi f Flagter Landmark r c Page Two 50C'1a5 r John J. Mulvena Re: Gusaan Theatre/Olympia Building Renovations would. include the Aseritirst Building, One Biscayne Tower, New World Tower, New World Center and siailar. The �..�_��„� difference with the Olympia Buildingthat as structure, some a= ZAo OJ.Ger DU&4dlng shear refs n to, reflect its character. For example. wood windows will be. installed and the architect recommends refinishing existing suite` entry doors and utilizing wood door trams s which differs from the; newer :buildings. Insofar as the tixturaa, partitions, carpet• cellLngs, light Inter finishes will beicomparablelto those tout eoaeeraed, the; -TOWer Building at i50.West Flagler Street, and speeiticallyin the du8ush Managesent,'Suits 1500. lrlr._Jaime 'Borrelli han.prepared a more closely, -she liniabes that willpbesantatioa bro oard indicating tbe;Olyspia Building. PPropriately provided_in.:, t ter. 3. Ravin 9 recently reviowed again, our budget for the can confirm that the S6,1211000 Presently Proeet' ; estimation, sufficient to construct the Y projeated is in our budget of s23 protects therefore your g per sq. ft'. should be secure. This-* made without due consideration because we have invested over s200,000 unto this project, and if we cannot build it tar ,du proposed. budget, we face the possibility of not doing the project, and forfeiting the monies expended to date. not entirely; under our control. But, the budget'' The'city has to a Plans and we ;Mill have to negotiate contirtuall pprove oars j during thy=dovelopoent of. plans to keep the, withinwt t budgettY It you have any further questions regarding not:-hesit#te to contact me. _ q th• above,', phase do Xovrs truly, x ' Fl i1GLZR LANDMARK ASSOC: r "S.t, t ' � t^.ie�t� ��t3 ��.t'••�(^`2�iF �'`y d•iWa�`4 t`i �� J . ifs S rrr*s`I rvAstr'tr1 fig siX i-�,44 �.a. ...i�:.fiYiil�� ../ � ., ..... .. S. i %34>r.��t fv✓.M -w o.y."u� i.,Y`�4� ��i��: ��s�!'S�' rwf %%� �e#YChamp �:"," .r � �; r: :f.'' 4'.r �. f5r � e`, �� o-'� o .. s�.o-. o:�- e. = o.. s � e �.. a .. .� : e - 'w.. , � .�e. w ; �! • - Q t {1 i � x 1 '. Y �i r f .ns�i..+apAEai i>r�.iG�^+tV�t�r? af' {'�' G� �i'M �tJ�+•r ,t5; a x.n.�- <Yaaw`:J.rq,>,� y:,r '� {'�" Jr t'i � Ott ' { t ��,� «. � Eut "^ r � '"iJ'�r;M.� • { Ji i + i� 3�F A W .: ? Y4 ZV rt ��rv�{ 4 •'�bc`:y '4 41 t/,V� 1 �� ,fir, fJ_. '{ s �. �♦ � �, f r -fy a .:: •ny• k"r - � �a -- i If �€i 1 i • fh I � d+ ��4 ^ j � t /r } 1 yid � i f c OFFICE ►"NG N5'S .. "It sC)UMErom. rep VMs urm Itrx AKEAN ► ff".Rm Offia i3ufLD11VG - Su9Uamm"OFMPAW. 06COR1tRATEpOkT0UM AM A 1!a .: ,.„ toW low tl�i 19�! LOW "M 1lK tlp t .5S- .)4 '48 .64 •39 .53 Eiewlar Contract .: • .13 . .29 .13 11 .04 AS .04 , .04 Inftrrance .15 ' .20 .23 .18 .09 .30 LaMet �`. 04 - ` .08 � .ZO .09 .06 .04 _ .14 t.; .11. .09 :� 59 :38. .40 .41 .53 .43 .47 OHiae & Tekpftorre 04 .19 "if & .OS .12 .05 .06 leptrrar�ee b 1boM .48 .63 .50. Si j t` .:62 8� Pelt Control01 , ;. •02 ,02 .0t .OZx ,' .02 f02 .n t Aid Esvte 13uons 3.40 4.48 LIS 3.% 1.15 1.33 .90 1.24 .30 Y .51 :49 ; t 9 29 ,� Paper � }L Tiratlt liorrruwi - Ytfi..09 � 10 08 .OS ' ,. 212 ' .02 .11 OR. 06 W NAq�r .� 1.81 1.97 1:Z0 tS5 164 y ��`F' AS Window .01 .03 .0dr S7.89 Ss.20 37. ` M0 TMs a" for 1987 k="Md 4 by Notes Tt area irx.1987 $1.18 per sq. h. Duet 1986. S0.17.4 h: cMer 1986: ' w i SqWlsovary due to in { � tion, :ate= ► ,si A shock" condition and � � valu�on of assessed scene properties t�nx �,x �� The abatis table (Table t rrltd�od.vf to Tax Assessttler>t, which .war ' x farw for aboNe` itat�s to a tyF* affect 6 owners vvidlin the ` 7, an t 1°n y /�" i�/� {.� j,, in MW Btidadl arms. 3 t �tx • pa ^ �:-tinglcorpp• srt rr g� a v& The.' 1 is an it 0m t0 desc&e r �! the ,QP" eotter the 'past .12 A office P�ar�► tocate+d�++� �::�� x r s�ouid r>!ot be applied �o specific pip 12 months: dx' biW pies as;aism AA WWI buld- Ya Vw srI�9J�tofu•�R�R� Hi.rls \��f 1M�},ws x MAI or .'�'i• 4;�gr��t,�` i � -3 �r'� `" i.� .�'s_ '.��1 f5 '��i? � �';M1 3 ,�'�'% �' _ fix; :. � =,_r"a .;..�.,..�..�" i fl I;PI� 4 6 I w show �* MMM .lam:II 1i-Is- -1 ... ........ �7 Mai 23 Th4l:dity of MI aai M, Ajjftj=fk Drive - IF orida 33133 _W4 Mc - CGO&r.Odlop City "*nager Plagler Landmark clammu Os of Gu=an Center-IMIF"Mm4 fta.. A .2-A W 46 Ila Ottar-' will- C:ontiL the fall i -90 Ortnced jig in transactions conn"tU lftler rdinduark dattlanal tog hot w additions �,Vac ___og �-_ the aatln Cit laki �Jthe t talon by the ;Cite Coeiss# on i"City, t:5 IA th 0 event this transaction aAwe�.;,z rdott"ith, i�Co'mmissio_an�.to a pprqvo., :. the, a Z4Cuaroeunalwmob4v iU._____ -7A4 7, lito. k i z • s �t � r � f k t' i fir a v Y s it r VI [ .. s r r �� Y4f yY�kxF t "1 �r� ?� i t • r a �� r; �� r ti} i ''S'9- �� e rs•. � a) 7 ��y �'��'� t��..2yti'"?s �� s pc� t7t* 6+"r• 1 k h e d J x� 9 rW lit µ { t � �; f b $, '�}i% � 4 « 'i ��f,.. £ { -�, ys 1 si'; •'{�'S i. i�jt�;�tr, . _ 3�'ib..t�.€ CS.r,�•i"c'ti� _ :��._.;. r,. ,.-.. .... .. _ ,. ..... ., _.f..�....?�s,.l��v�,..,.a_ ru-• v x" s - � s�a� Tr. �, J! pm. cm 77. ow to ym ur *.- fact ; c°,.�caent toin ti 4 i At IUnit ��tk 3 Y. ,in, g ` 5•'. d kr V=f t: r 5+= iG. .j T Y).• i P j W i. lIF..ii y Y & M took, ..1 't qk�jy .Y• r�'{ 't"t �$ iy �'8� �e Ca'%'{=Lx t��,Y�,'�fJ}��a-y'�F ik.", '�y 4 ,I �. 4 a .� t M AN ea w"' r nQzg=yi k ks 5 ; . s,� 7' Sf�iT 1JiU'{ ^>g�fy r" �. .J di t Ai S ';Fiji' iK�2i tAi-.^k� y