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11-16-2017 Commission Meeting Agenda City Manager City Commission Eric A Soroka, 1CMA-CM Enid Weismann,Mayor Cobert Shelley,Vice Mayor City Clerk Demise Landman,Commissioner Elllisa L.Horvath,MMC Dr.Linda Marks,Commissioner i Gladys Mezralni,Commissioner City Attorney Marc Narotsky Commissioner c, Weiss Scrota Hellfmarn Howard Weinberg,Commissioner e�✓ G ,.nQ,�' Cole&Bierman CITY COMMISSION MEETING AGENDA NOVEMBER 16, 2017 9:00 A.M. EXECUTIVE CONFERENCE ROOM Aventura Government Center 19200 West Country Club Drive Aventura, Florida 33180 1. CALL TO ORDER\ROLL CALL 2. MOTION TO AUTHORIZE THE CITY MANAGER TO PROCEED WITH THE HURRICANE IRMA LANDSCAPING ACTION PLAN AS CONTAINED IN THE MEMORANDUM DATED NOVEMBER 6,2017 3. ORDINANCES FIRST READING-PUBLIC HEARINGS: AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA GRANTING TO FLORIDA POWER& LIGHT COMPANY,ITS SUCCESSORS AND ASSIGNS,A NON-EXCLUSIVE ELECTRIC FRANCHISE, IMPOSING PROVISIONS AND CONDITIONS RELATING THERETO; PROVIDING FOR MONTHLY PAYMENT OF A FRANCHISE FEE TO THE CITY; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. 4. RESOLUTIONS: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THAT AGREEMENT BETWEEN THE CITY OF AVENTURA AND THE STATE OF FLORIDA,OFFICE OF THE STATE ATTORNEY FOR THE ELEVENTH JUDICIAL CIRCUIT OF FLORIDA TO REIMBURSE THE STATE FOR THE COST OF STATE ATTORNEY PROSECUTION OF CERTAIN CRIMINAL VIOLATIONS OF THE CITY OF AVENTURA CODE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENT AND ADDENDUM BETWEEN THE CITY OF AVENTURA AND PGAL ARCHITECTS TO PERFORM ARCHITECTURAL AND ENGINEERING SERVICES TO PLAN, DESIGN AND PERMIT THE CITY'S CHARTER HIGH SCHOOL IN ACCORDANCE WITH RFQ NO. 17-07-24-2; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION;AND PROVIDING FOR AN EFFECTIVE DATE. Aventura City Commission Meeting Agenda November 16, 2017 C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA APPROVING ADDENDUM TO THE PURCHASE AND SALE AGREEMENT WITH GULFSTREAM PARK RACING ASSOCIATION, INC. FOR THE ACQUISITION OF VACANT PROPERTY CONSISTING OF TWO (2) ACRES LOCATED ADJACENT TO AND WESTERLY OF WATERWAYS PARK ON N.E.213 STREET ("PROPERTY") FOR MUNICIPAL PURPOSES; AUTHORIZING THE CITY MANAGER TO EXECUTE THE ADDENDUM TO THE PURCHASE AND SALE AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT "A", AND ANY FURTHER ADDENDUMS THERETO; AUTHORIZING THE CITY MANAGER AND OFFICIALS TO IMPLEMENT THE TERMS AND CONDITIONS OF THE PURCHASE AND SALE AGREEMENT AS AMENDED BY THE ADDENDUM, AND TO EXECUTE ANY DOCUMENTS NECESSARY TO EFFECTUATE THE ACQUISITION AND CLOSING OF THE PROPERTY; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. 5. ADJOURNMENT This meeting is open to the public.In accordance with the Americans with Disabilities Act of 1990,all persons who are disabled and who need special accommodations to participate in this meeting because of that disability should contact the Office of the City Clerk,305-466-8901,not later than two days prior to such proceeding. One or more members of the City of Aventura Advisory Boards may be in attendance and may participate at the meeting. Anyone wishing to appeal any decision made by the Aventura City Commission with respect to any matter considered at such meeting or hearing will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings is made,which record includes the testimony and evidence upon which the appeal is to be based. Agenda items may be viewed at the Office of the City Clerk, City of Aventura Government Center, 19200 W. Country Club Drive,Aventura,Florida,33180. Anyone wishing to obtain a copy of any agenda item should contact the City Clerk at 305-466-8901. Page 2 of 2 CITY OF AVENTURA OFFICE OF THE CITY MANAGER MEMORAND TO: City Commission FROM: Eric M. Soroka, ICMA-CM, Ci _ . -r DATE: November 6, 2017 SUBJECT: Hurricane Irma Landscaping Restoration Action Plan Recommendation In order to restore the City's landscaping as quickly and efficient as possible, the following action plan is being recommended. Landscape Replacement Report: The City's landscape architect, O'Leary Richards Design Associates, Inc. has recommended replacing the City's landscaping that was damaged from the Hurricane event with native trees and palms that are less susceptible to damage from hurricane force winds. (Report is attached for your review) The species that is being recommended for hardwoods include Live Oak, Gumbo Limbo and Crape Myrtles for the swale area and parks, Sylvester and cabbage palms for the medians. The time frame and availability from the nurseries will vary due to inventory. We are trying to secure 16' to 20' trees for the swales and 12' to 14' for the palms so replacement is close to the original landscaping. Landscape Replacement Estimate: According to our landscape architect and landscape contractor, the cost estimate to re-plant the entire City's medians and swales with 350 trees and palms and 12,000 shrubs, sod and mulch is as follows: Trees, Palms and Shrubs: $ 515,750 Labor 191,000 Shubs, sod and mulch 150,000 Parks: 60.000 Total for Plants and Installation: $ 916,750 Schedule: With an expedited schedule, a May 2018 completion date is possible, depending on plant material availability. Funding: It is recommended that the City's General Fund Capital Reserve line item be utilized to fund this project. If you have any questions please free to contact me. EMS/act SUMMARY Hurricane Irma Tree Replacement Recommendations Aventura, Florida Prepared by: O'Leary Richards Design Associates, Inc. October 24, 2017 In September 2017, Hurricane Irma struck South Florida and caused considerable tree loss and damage. It is our recommendation that the City replace the tree loss with primarily native trees and palms. Along Country Club Drive, where most of the tree damage occurred, it is our recommendation that the theme of palm trees be maintained in the medians and a continuation of native and indigenous hardwood trees with splashes of colorful flowering trees in the swales. Due to hurricane damage to nurseries throughout South Florida, some species and sizes of proposed vegetation may have to be adjusted due to the lack of availability. In addition, new replacement trees will not match the size of existing adjacent trees, therefore, additional trees have been incorporated to replace lost tree canopy. It is our best professional opinion that the total cost to re-vegetate the City will be approximately $576,000 which includes the procurement of approximately 350 trees and palms and 12,000 shrubs and groundcover. It is our recommendation that an additional $150,000 be budgeted for shrub, groundcover and sod restoration, planting soil, mulch, additional tree removal and structural pruning of damaged trees. This estimate may vary based on the survivability of existing vegetation in question. Some trees and palms that are included as a loss in this estimate may ultimately survive, however, it may require a wait until springtime to make a final determination on these trees. i Preliminary Hurricane Irma Tree Replacement Recommendations and Probable Cost for ! City of Aventura i i Prepared by: O'Leary Richards Design Associates, Inc. Landscape Architecture & Planning October24, 2017 i 1 RIGHT-OF-WAYS TREES 8 PALMS d, QTY. SPECIES SIZE I UNIT PRICE TOTAL Country Club Drive 2 Bulnesia arborea(Verawood) 12-14'ht. $650.00 $1,300.00 9 9 Bursera simaruba(Gumbo limbo) 16'-18'ht $650.00 $5,850.00 ig 4 Caesalpinia granadillo(Bridalveil tree) 12-14'ht.,65 Gal. $1,100.00 $4,400.00 1 1 Cassia fistula(Golden Shower tree) 14'ht. $575.00 $575.00 1 1 Ceiba pentandra(Kapok tree) 16-18'ht. $850.00 $850.00 1 6 Cocos nucifera'Green Malayan'(Coconut Palm) grey wood $1,900.00 $11,400.00 30 Cocos nucifera'Green Malayan'(Coconut Palm)* 14'grey wood $1,900.00 $57,000.00 2 Conoca pus erectus'sericeus'(Silver Buttonwood) 12'ht. $475.00 $950.00 1 1 Delonix regia(Royal Poinciana) 16'-18'ht. $850.00 $850.00 i 5 Lagerstroemia speciosa(Queen Crape Myrtle) 12-14'ht. $800.00 $3,000.00 • 5 Legeratrcemia indica'Natchez'(Crape Myrtle) 12'-14'ht. $600.00 $3,000.00 • 3 Lysibma Iatsiliqua(Wild Tamarind) 12-14'ht. $600.00 $1,800.00 3 Phoenix daclylifera'Medjool' (Date Palm) 17'clear wood $7,000.00 $21,000.00 1 Phoenix dactylifere'Medjool' (Date Palm) 22'clear wood $8,500.00 $8,500.00 42 Quercus virginiana (Live Oak) 18'ht.,200 Gal. $2,500.00 $105,000.00 20 Sabal Palmetto(Cabbage Palm) 16'-24'ht. $350.00 $7,000.00 11 4 Swielena mahagoni(Mahogany) 16'-18'ht. $1,100.00 $4,400.00 2 Tabebua heterophylla(Pink Trumpet Tree) 14'ht. $500.00 $1,000.00 1 Thrinax radiata(Thatch Palm), Double 8'-9'ht. $600.00 $600.00 J Subtotal: $238,475.00 1 Aventure Boulevard 4 Cocos nucifera'Green Malayan'(Coconut Palm) 14'grey wood $1,900.00 $7,600.00 1 Quercus virginiana(Live Oak) 18'ht.,200 Gal. $2,500.00 $2,500.00 Subtotal: $10,100.00 Blauyne Boulevard 2 Cocos nucifera'Green Malayan'(Coconut Palm) 16-18'grey wood $2,200.00 $4,400.00 50 Ficus benjamina(Weeping Fig) 10'hl. $400.00 $20,000.00 o 2 Quercus virginiana(Live Oak) 18'hl.,200 Gal. $2,500.00 $5,000.00 5 Roystonea elate (Florida Royal Palm)' 20'-22'grey wood $3,500.00 $17,500.00 I 2 Phoenix daclylifera'Medjool' (Date Palm) 22'clear wood $8,500.00 $17,000.00 11} Subtotal: $63,900.00 i I lt 4 1 9 l I 1 QTY.I SPECIES SIZE I UNIT PRICE TOTAL NE 203rd Sbeet(south side of overpass) 3 IRoystonea elate (Florida Royal Palm) 120-22'grey wood I $3,500.00 $10,500.00 Subtotal: $10,500.00 Williams island Boulevard 1 Cocos nucifera'Green Malayan' (Coconut Palm) 10'-12'grey wood $1,800.00 $1,800.00 4 Roystonea elata(Florida Royal Palm) 20'-22'grey wood $3,500.00 $14,000.00 Subtotal: $15,800.00 NE 185th Street 8 Calopyllum brasiliense(Brazilian Beauyleat) 12'-14'ht. $550.00 $4,400.00 9 Ilex cassine(Dahoon Holly) 12'-14'ht.,65 Gal. $550.00 $4,950.00 1 Cocos nucifera'Green Malayan' (Coconut Palm) 10'-12'grey wood $1,800.00 $1,800.00 Subtotal: $11,150.00 NE 188th Sbwd 10 [Cocos nucifera'Green Malayan' (Coconut Palm) 10'-12'grey wood $1,800.00 $18,000.00 Subtotal: $18,000.00 N.E. 190th Street 9 Psidium Morale(Cattley Guava) 10-12'Ht. _ $550.00 $4,950.00 1 Roystonea elate(Florida Royal Palm) 20-22'grey wood $3,500.00 $3,500.00 1 Wodyetie bifurcate (Foxtail Palm) 12 grey wood $875.00 $875.00 Subtotal: $9,325.00 W08am Lohman Causeway(South 6 Nath) 40 Clusie guttifera(Small-leaf Clusia) 12'-14'Ht., 100 Gal. $800.00 $32,000.00 21 Thrinax radiate(Thatch Palm),Double e'-9'ht. $600.00 $12,600.00 15 Cocos nucifera'Green Malayan' (Coconut Palmr 10-12'grey wood $1600.00 $27,000.00 Subtotal: $71,600.00 Yacht Club Way 5 IRoystonea elata (Florida Royal Palm) 20'-22'grey wood 1 $3,500.001 $17,500.00 Subtotal: $17,500.00 N.E.207th Street 3 f Roystonea elate(Florida Royal Palm) 20'-22'grey wood I $3600.001 $10,500.00 Subtotal: $10,500.00 NE 30th Avenue 1 Roystonea elate(Florida Royal Palm) 20'-22'grey wood $3,500.00 $3,500.00 2 Wodyetia bifurcate (Foxtail Palm) 10'grey wood $900.00 $1,800.00 Subtotal: $5,300.00 NE 34th Avenue 8 Ilex cassine(Dahoon Holly) 12'Ht.,65 Gal. $550.00 $4400.00 2 Swietenia mahagoni(Mahogany) 18'-18'ht $1,100.00 $2200.00 Subtotal: $6600.00 Yacht Club Ddve 7 Roystonea elata (Florida Royal Palm) 20'-22'grey wood $3,500.00 $24,500.00 1 Quercus virginiena(Live Oak) 16-18'ht., 200 Gal. $2,500.00 $2,500.00 Subtotal: $27,000.00 Total(Rightof-Ways):) $515,750.00 2 PARKS&FACILITIES QTY. I SPECIES SIZE !UNIT PRICE TOTAL Waterways Park 1 Cocos nucifera'Green Malayan'(Coconut Palm) 14'grey wood $1,900.00 $1,900.00 2 Quercus virginiana(Live Oak) 16-18'ht.,200 Gal. $2,500.00 $5,000.00 1 Swietenia mahagoni(Mahogany) 16-18'ht. $1,100.00 $1,100.00 Subtotal: $8,000.00 Dog Park 2 Quercus virginiana(Live Oak) 16-18'ht., 200 Gal. $2,500.00 $5,000.00 Subtotal: $5,000.00 Founders Perk 1 Bursera simaruba(Gumbo limbo) 16-18'ht $650.00 $650.00 1 Lysiloma latisiliqua(Wild Tamarind) 12'-14'ht. $650.00 $650.00 3 Quercus virginiana(Live Oak) 16-18'ht., 200 Gal. $2,500.00 $7,500.00 3 Swietenia mahagoni (Mahogany) 16-18'ht. $1,100.00 $3,300.00 3 Jatropha integgerima(Jatropha) 6'-8' Ht. $300.00 $900.00 5 Thrinax radiata(Thatch Palm) 8'-9'ht. $600.00 $3,000.00 Subtotal: $16,000.00 Government Center 1 Roystonea elata(Florida Royal Palm) 30'grey wood 1 $5,100.00 $5,100.00 Subtotal: $5,100.00 Aventura Community Center 1 Roystonea elata (Florida Royal Palm) 20'-22'grey wood $3,500.00 $3,500.00 2 Swietenia mahagoni(Mahogany) 16-18'ht. $1,100.00 $2,200.00 Subtotal: $5,700.00 ACES School 2 1Swietenia mahagoni(Mahogany) 116-18' ht. $1,100.001 $2,200.00 Subtotal: $2,200.00 Peace Pam 1 Chrysophyllum olivifonne(Satinleaf) 12' ht. $600.00 $600.00 1 Cocos nucifera'Gr. Malayan'(Coconut Palm) 16'grey wood, Double $3,900.00 $3,900.00 10 Swietenia mahagoni(Mahogany) 16-18'ht. $1,100.00 $11,000.00 1 Veitchia arecina (Montgomery Palm) 20'ht. $575.00 $575.00 Subtotal: $16,075.00 Veterans Park 3 1Swietenia mahagoni(Mahogany) 16-18'ht. 1 51,100.001 $3,300.00 Subtotal: $3,300.00 Mini Park at Yacht Club Drive 3 IClusia rosea(Pitch Apple) 114'ht., 100 Gal.,SW. $1,300.001 $3,900.00 Subtotal: $3,900.00 Total(Parks&Facilhles):1 $50,275.00 • Indicates palm trees mat are in a questionable condition at this time. It is estimated that a majority of these palms may survive,however,it may be several months before that can be determined. Additional palms were included in quantity. rf 3 CITY OF AVENTURA OFFICE OF THE CITY MANAGER MEMORANDUM TO: City Commission FROM: Eric M. Soroka, ICMA-CM, r Man. ger DATE: November 7, 2017 SUBJECT: Ordinance Granting FPL a Non-Exclusive Franchise 1st Reading November 16, 2017 City Commission Meeting Agenda Item 3 2nd Reading January 9, 2018 City Commission Meeting Agenda Item RECOMMENDATION It is recommended that the City Commission approve the attached Ordinance granting a non-exclusive franchise to Florida Power and Light (FPL) and establishing a franchise fee effective May 2020 in accordance with the terms of the franchise. BACKGROUND At the time the City incorporated, the City was forced along with the other new cities to negotiate with the County to obtain a portion of the FPL franchise fees generated in the new City of Aventura that was previously being transmitted to the County by FPL. Miami-Dade County Ordinance 89-81, passed and adopted on July 25, 1989, granted a thirty (30) year non-exclusive franchise to FPL to utilize public rights-of-way throughout the unincorporated and incorporated areas of Miami-Dade County in return for FPL paying the County certain franchise fees. That agreement expires on May 25, 2020. Due to the fact that the County is already negotiating with FPL a new franchise agreement, the various newly incorporated cities have started the process as well. In exchange for granting the franchise, a City usually receives a franchise fee that is deposited in the General Fund. The existing franchise fee amount contained in the Miami-Dade County Agreement is 6%. However, due to the deductions for utility taxes, licenses and property taxes, the effective rate is adjusted to 2.8%. FPL has franchises with 56 local governments in Miami-Dade and Broward County. The majority of these franchises contain a fee of 5.9% or 6%. Memo to City Commission Page 2 I am recommending a rate of 5.9%. Currently, the City receives $1,613,620 in franchise fees from FPL under the County Agreement. Effective in June 2020, under the attached Ordinance, the City would receive $3,336,723. The impact to a typical residential bill would be an increase of approximately $3.06 / month. The other main points of the Ordinance are as follows: • The term of the franchise is for thirty (30) years. • FPL indemnifies the City harmless from any and all damages, claims, liability, losses and causes of action arising out of error, omission or negligent act of FPL or its contractors. • The City has the right to examine FPL's records relating to the calculation of the franchise fee payment. • The franchise fee will be paid to the City monthly, rather than yearly as it exists now. The City Attorney's office has prepared the Ordinance and it has been approved by FPL as well. If you have any questions, please feel free to contact me. EMS/act Attachment CC01722-17 ORDINANCE NO. 2017- AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA GRANTING TO FLORIDA POWER & LIGHT COMPANY, ITS SUCCESSORS AND ASSIGNS, A NON-EXCLUSIVE ELECTRIC FRANCHISE, IMPOSING PROVISIONS AND CONDITIONS RELATING THERETO; PROVIDING FOR MONTHLY PAYMENT OF A FRANCHISE FEE TO THE CITY; PROVIDING FOR SEVERABILITY;AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Aventura ("City") Commission recognizes that the City and its citizens need and desire the continued benefits of electric service; and WHEREAS,the provision of such electric service requires substantial investments of capital and other resources in order to construct, maintain, and operate facilities essential to the provision of such service in addition to costly administrative functions, and the City does not desire to undertake to provide such services at this time; and WHEREAS, Florida Power & Light Company ("FPL") is a public utility that has the demonstrated ability to supply such services; and WHEREAS, there is currently in effect a franchise agreement between Miami-Dade County ("County") and FPL, the terms of which are set forth in County Ordinance 89-81, passed and adopted on July 25, 1989, which grants a thirty (30) year non-exclusive electric franchise to FPL to utilize public rights of way throughout the unincorporated and incorporated areas of the County, in return for FPL paying the County certain franchise fees, among other things, as expressly provided therein ("Current Franchise Agreement"); and WHEREAS, pursuant to City Resolution No. 97-39, on or about June 17, 1997, the City entered into an Interlocal Agreement with the County for payment to the City of that portion of the franchise fees remitted by FPL to the County for rights to utilize public rights of way located within the City, which agreement was amended pursuant to City Resolution No. 06-52 on or about September 12, 2006; and WHEREAS, FPL and the City desire to enter into a new franchise agreement ("New Franchise Agreement") providing for the payment of fees to the City in exchange for the nonexclusive right and privilege of supplying electricity and other services within the City, free of competition from the City, pursuant to certain terms and conditions; and WHEREAS, Section 4.03 of the City Charter provides that where the City Commission grants, renews or extends a franchise, an Ordinance must be adopted; and City of Aventura Ordinance No. 2017- WHEREAS, the City Commission deems it to be in the public interest to enter into this New Franchise Agreement to address certain rights and responsibilities of the City and FPL as they relate to the use of the public rights-of-way within the City's jurisdiction. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, AS FOLLOWS: Section 1. Incorporation of Recitals. The above-stated recitals are true and correct and are incorporated herein by this reference. Section 2. Grant of Electric Utility Franchise; Term of Franchise.There is hereby granted to Florida Power & Light Company, its successors and assigns (hereinafter called "FPL"), for the period of thirty (30) years from the effective date hereof, the nonexclusive right, privilege and franchise (hereinafter called "Franchise") to construct, operate and maintain in, under, upon, along, over and across the present and future roads, streets, alleys, bridges, easements, rights-of-way and other public places (hereinafter called "Public Rights-Of-Way") throughout all of the incorporated areas, as such incorporated areas may be constituted from time to time, of the City of Aventura, Florida, and its governmental successors by operation of law, if any, (hereinafter called the "City"), in accordance with FPL's customary practices, and practices prescribed herein,with respect to construction and maintenance, electric light and power facilities, including, without limitation, conduits, underground conduits, poles, wires, transmission and distribution lines, and all other facilities installed in conjunction with or ancillary to all of FPL's operations (herein called "Facilities"), for the purpose of supplying electricity and other related services to the City and its successors, the inhabitants thereof, and persons beyond the limits thereof. Section 3. Facilities Requirements. a) FPL's Facilities shall be installed, constructed, erected, located or relocated so as to not unreasonably interfere with the convenient, safe, continuous use or the maintenance, improvement, extension or expansion of any public "road" as defined under the Florida Transportation Code, nor unreasonably interfere with traffic over the Public Rights-Of-Way, nor unreasonably interfere with reasonable egress from and ingress to abutting property. b) To minimize conflicts with the standards set forth in subsection (a) above, the location, relocation, installation, construction, or erection of all facilities Page 2 of 15 City of Aventura Ordinance No. 2017- shall be made as representatives of the City may prescribe in accordance with the City's reasonable rules and regulations with reference to the placing and maintaining in, under, upon, along, over and across said Public Rights- Of-Way; provided, however, that such rules or regulations (i) shall be for a valid municipal purpose; (ii) shall not prohibit the exercise of FPL's right to use said Public Rights-Of-Way for reasons other than unreasonable interference with traffic or transit; (iii) shall not unreasonably interfere with FPL's ability to furnish reasonably sufficient, adequate and efficient electric service to all of its customers; and (iv) shall not require the relocation of any of FPL's Facilities installed before or after the effective date hereof in Public Rights-Of-Way unless or until widening or otherwise changing the configuration of the paved portion of any public right-of-way used by motor vehicles causes such installed Facilities to unreasonably interfere with the convenient, safe, or continuous use, or the maintenance, improvement, extension, or expansion of any such public"road,"or unless such relocation is required by state or federal law. c) Such rules and regulations shall recognize that FPL's above-grade Facilities installed after the effective date hereof should be installed near the outer boundaries of the Public Right-Of-Way to the extent possible. d) When any portion of a Public Right-Of-Way is excavated, damaged, or impaired by FPL (or any of FPL's agents, contractors, or subcontractors) because of the installation, inspection, or repair of any of FPL's Facilities, the portion of the Public Right-Of-Way so excavated, damaged, or impaired shall, within a reasonable time after such excavation, damage, or impairment, be restored by FPL at its expense to a condition at least equal to its original condition before such damage. e) The City shall not be liable to FPL for any cost or expense in connection with any relocation of FPL's Facilities required under this Subsection (b) of this Section, except, however, FPL shall be entitled to reimbursement of its costs from others. Page 3 of 15 City of Aventura Ordinance No.2017-_ f) FPL shall comply with the City's valid code and permit requirements and regulations, including those relating to rights-of-way. Except as expressly provided, nothing herein shall limit or alter the City's existing rights with respect to the use or management of its rights-of-way. Any changes in law on utility easements shall not affect this New Franchise Agreement. Section 4. Indemnification of the City. The acceptance of this New Franchise Agreement shall be deemed an agreement on the part of FPL to the following: (a) that FPL will defend, indemnify, and save the City harmless from any and all damages, claims, liability, losses and causes of action of any kind or nature arising out of an error, omission, or_negligent act of FPL, its contractors or any of their agents, representatives, employees, or assigns, or anyone else acting by or through them, and arising out of or concerning the construction, operation or maintenance of its Facilities hereunder; and (b) that FPL will pay all damages, claims, liabilities and losses of any kind or nature whatsoever, in connection therewith, including the City's attorney's fees and costs in the defense of any action in law or equity brought against the City, including appellate fees and costs and fees and costs incurred to recover attorney's fees and costs from FPL, arising from the error, omission, or negligent act of FPL, its contractors or any of their agents, representatives, employees, or assigns, or anyone else acting by or through them, and arising out of or concerning the construction, operation or maintenance of its Facilities hereunder. Section 5. Rates, Rules and Regulations of FPL. All rates and rules and regulations established by FPL from time to time shall be subject to such regulation as may be provided by law. Section 6. Franchise Fee; Calculation; Payment a) Notwithstanding any other provision in this New Franchise Agreement, as a consideration for this Franchise, FPL shall pay to the City, commencing ninety (90) days after the effective date hereof, and each month thereafter for the remainder of the term of this Franchise, an amount which when added to the amount of all licenses, excises, fees, charges and other impositions of any kind whatsoever (except ad valorem property taxes and non-ad valorem tax assessments on property) levied or imposed by the City against FPL's property, business or operations and those of its electric service subsidiaries Page 4 of 15 City of Aventura Ordinance No. 2017-_ during FPL's monthly billing period ending sixty (60) days prior to each such payment will equal five and nine tenths (5.9%) percent of FPL's billed revenues (less actual write-offs) from the sale of electrical energy to residential, commercial and industrial customers (as such customers are defined by FPL's tariff) within the City's boundaries for the monthly billing period ending sixty (60) days prior to each such payment, and in no event shall payments for the rights and privileges granted herein exceed five and nine tenths (5.9%) percent of such revenues for any monthly billing period of FPL (except as expressly provided in this New Franchise Agreement). For purposes of this section, the term "write-offs" refers to uncollectable billed revenues from the sale of electrical energy to residential, commercial, and industrial customers within the City's boundaries. b) The City understands and agrees that such revenues as described in the preceding paragraph are limited to the precise revenues described therein, and that such revenues do not include by way of example and not limitation: (a) revenues from the sale of electrical energy for Public Street and Highway Lighting (service for lighting public ways and areas); (b) revenues from Other Sales to Public Authorities (service with eligibility restricted to governmental entities); (c) revenues from Sales to Railroads and Railways (service supplied for propulsion of electric transit vehicles); (d) revenues from Sales for Resale (service to other utilities for resale purposes) so long as not done as a circumvention hereof; (e) Late Payment Charges; (f) Field Collection Charges; (g) other service charges. c) Increased Benefits Clause. If during the term of this New Franchise Agreement, FPL enters into a franchise agreement with any other municipality located in Miami-Dade County or Broward County Florida, or with Miami-Dade County itself or with Broward County itself, each such municipality or county referred to herein as an "Other Governmental Entity," the terms of which provide for the payment of franchise fees by FPL at a rate greater than six (6.0%) percent of FPL's residential, commercial and industrial revenues (as such customers are defined by FPL's tariff), under Page5 of 15 City of Aventura Ordinance No. 2017- the same terms and conditions as specified in Section 6(a) hereof, FPL, upon written request of the City, shall negotiate and enter into a new franchise agreement with the City in which the percentage to be used in calculating monthly payments under Section 6(a) hereof shall be no greater than that percentage which FPL has agreed to use as a basis for the calculation of payments to any such Other Governmental Entity, provided, however, that if the franchise with such Other Governmental Entity contains additional benefits given to FPL in exchange for the increased franchise rate, which such additional benefits are not contained in this New Franchise Agreement, such new franchise agreement shall include those additional or reasonably equivalent benefits to FPL. Subject to all limitations, terms and conditions specified in the preceding sentence, the City shall have the sole discretion to determine the percentage to be used in calculating monthly payments, and FPL shall have the sole discretion to determine those benefits to which it would be entitled, under any such new franchise agreement. Section 7. Non-Competition by City. As a further consideration, during the term of this franchise or any extension thereof, the City agrees: (a) not to engage in the distribution and/or sale, in competition with FPL, of electric capacity and/or electric energy to any ultimate consumer of electric utility service (herein called a "retail customer") or to any electrical distribution system established solely to serve any retail customer presently served by FPL within the City's limits; and (b) not to participate in any proceeding or contractual arrangement, the purpose or terms of which would be to obligate FPL to transmit and/or distribute, electric capacity and/or electric energy from any third party(ies)to any other retail customer's facility(ies). Nothing specified herein shall prohibit the City from engaging with other utilities or persons in wholesale transactions which are subject to the provisions of the Federal Power Act, as may be amended from time to time. The City may, if permitted by law, (i) generate electric capacity and/or energy at any facility owned or leased by the City for storage or utilization at that facility or other City- owned or leased facilities as chosen by the City, and (ii) use renewable energy sources to generate electric capacity and/or energy for use in demonstration projects or at City Page 6 of 15 City of Aventura Ordinance No. 2017- facilities, including but not limited to, City Hall, and (iii) sell electric capacity and/or energy to FPL or other wholesale purchasers in compliance with applicable tariffs, and/or federal or state laws, rules and regulations controlling such transactions. The term "retail customer,"for purposes of this section shall not include the City itself. Nothing herein shall prohibit the City, if permitted by law, (i) from purchasing electric capacity and/or electric energy from any other person, or (ii) from seeking to have FPL transmit and/or distribute to any facility(ies) of the City electric capacity and/or electric energy purchased by the City from any other person; provided, however, that before the City elects to purchase electric capacity and/or electric energy from any other person, the City shall notify FPL. Such notice shall include a summary of the specific rates, terms and conditions which have been offered by the other person and identify the City's facilities to be served under the offer. FPL shall thereafter have 90 days to evaluate the offer and, if FPL offers rates, terms and conditions which are equal to or better than those offered by the other person, the City shall be obligated to continue to purchase from FPL electric capacity and/or electric energy to serve the previously identified facilities of the City for a term no shorter than that offered by the other person. If FPL does not agree to rates, terms and conditions which are equal to or better than the other person's offer, all of the remaining terms and conditions of this Franchise shall remain in effect. Section 8. Competitive Disadvantage; FPL's Rights. If the City grants a right, privilege or franchise to any other person to construct, operate or maintain electric light and power facilities within any part of the City's boundaries in which FPL may lawfully serve or compete on terms and conditions which FPL reasonably determines are more favorable than the terms and conditions contained herein, FPL may at any time thereafter terminate this Franchise if such terms and conditions are not remedied within the time period provided hereafter. FPL shall give the City at least one hundred eighty (180) days advance written notice of its intent to terminate. Such notice shall, without prejudice to any of the rights reserved for FPL herein, advise the City of such terms and conditions that it considers more favorable and the objective basis or bases of the claimed competitive disadvantage. The City shall then have ninety (90) days in which to correct or otherwise remedy the terms and conditions complained of by FPL, and the City and FPL agree to negotiate in good faith toward a mutually acceptable resolution of FPL's claims during this 90-day period. If FPL Page 7 of 15 City of Aventura Ordinance No. 2017- reasonably determines that such terms or conditions are not remedied by the City within said time period, and if no mutually acceptable resolution is reached by FPL and the City through negotiation, FPL may terminate this Franchise agreement by delivering written notice to the City's Clerk, City's Manager, and City's Attorney, and termination shall be effective ninety(90) days from the date of delivery of such notice. Nothing contained herein shall be construed as constraining the City's rights to legally challenge at any time FPL's determination leading to termination under this Section. Section 9. Legislative or Regulatory Action. If as a consequence of any legislative, regulatory or other action by the United States of America or the State of Florida (or any department, agency, authority, instrumentality or political subdivision of either of them) any person is permitted to provide electric service within the City's boundaries to a customer then being served by FPL, or to any new applicant for electric service within any part of the City's boundaries in which FPL may lawfully serve, and FPL reasonably determines that its obligations hereunder, or otherwise resulting from this Franchise in respect to rates and service, place it at a material competitive disadvantage with respect to such other person, FPL may, at any time after the taking of such action, terminate this Franchise if such competitive disadvantage is not remedied as provided hereafter. Such competitive disadvantage can be remedied by either of the following methods: (i) if the City either cannot legally, or does not, charge a franchise fee to other electricity supplier(s), then the City can remedy the disadvantage by reducing FPL's franchise fee rate to zero; or (ii) if the City is able to charge, and does charge, such other electricity supplier(s) a franchise fee at a rate less than the 6.0% rate calculated as provided in Section 6 of this Agreement, then the City can remedy the disadvantage by reducing FPL's franchise fee rate to the same rate, with the same applicability and calculation methodology, as applies to such other electricity supplier(s). If the City does not implement either of the foregoing solutions, FPL may terminate the Agreement, in accordance with the following process: FPL shall give the City at least one hundred eighty (180) days advance written notice of its intent to terminate. Such notice shall, without prejudice to any of the rights reserved for FPL herein, advise the City of the consequences of such action which resulted in the competitive disadvantage and the objective basis or bases of the claimed competitive disadvantage, and the City and FPL agree to negotiate Page 8 of 15 City of Aventura Ordinance No. 2017-_ in good faith toward a mutually acceptable resolution of FPL's claimed disadvantage during this 180-day period. If such competitive disadvantage is, in the reasonable determination of FPL, not remedied by the City within said time period, and if no mutually acceptable resolution of the matter is reached through negotiation, FPL may terminate this franchise agreement by delivering written notice to the City's Clerk and termination shall take effect ninety (90) days from the date of delivery of such notice. Nothing contained herein shall be construed as constraining the City's rights to legally challenge at any time FPL's determination of competitive disadvantage leading to termination under this Section. Section 10. FPL's Failure to Comply. Failure on the part of FPL to comply in any material respect with any of the provisions of this Franchise shall be grounds for forfeiture, but no such forfeiture shall take effect if the reasonableness or propriety thereof is protested by FPL until there is final determination (after the expiration or exhaustion of all rights of appeal) by a court of competent jurisdiction within Miami-Dade County, Florida that FPL has failed to comply in a material respect with any of the provisions of this Franchise, and FPL shall have six (6) months after such final determination to make good the default before a forfeiture shall result, with the right of the City, at its discretion, to grant such additional time to FPL for compliance as necessities in the case require. Section 11. City's Failure to Comply. Failure on the part of the City to comply in material respect with any of the provisions of this Ordinance, including, but not limited to: (a) denying FPL use of Public Rights-Of-Way for reasons other than as set forth in Section 3 of this New Franchise Agreement; (b) imposing conditions for use of Public Rights-Of-Way contrary to Federal or Florida law or the express terms and conditions of this Franchise; (c) unreasonable delay in issuing FPL a use permit, if any, to construct its Facilities in Public Rights-Of-Way, shall constitute breach of this Franchise. FPL shall notify the City of any such breach in writing sent by United States Certified Mail, return receipt requested, or via a nationally recognized overnight courier service, and the City shall then remedy such breach within ninety (90) days and if it is not a breach that can be remedied within ninety (90)days, then as soon as practicable. Should the breach not be timely remedied, FPL shall be entitled to seek a remedy available under law or equity from a court of competent jurisdiction, including the remedy of obtaining judicial relief that permits the withholding of franchise fees. The Parties recognize and agree that nothing in this New Franchise Page 9 of 15 City of Aventura Ordinance No. 201 7- Agreement constitutes or shall be deemed to constitute a waiver of either party's delegated sovereign right of condemnation and that either party, in its sole discretion, may exercise such right. Section 12. Audit and Inspection. The City may, at its expense, upon reasonable notice and within ninety (90) days after each anniversary date of this Franchise, examine FPL's records relating to the calculation of the franchise payment for the year preceding such anniversary date. Such examination shall be during normal business hours at FPL's office where such records are maintained. Records not prepared by FPL in the ordinary course of business or as required herein may be provided at the City's expense and as the City and FPL may agree in writing. Information identifying FPL's customers by name or their electric consumption shall not be taken from FPL's premises. Such audit shall be impartial and all audit findings, whether they decrease or increase payment to the City, shall be reported to FPL. The City's examination of FPL's records in accordance with this Section shall not be conducted by any third party employed or retained by the City whose fee, in whole or part, for conducting such audit is contingent on findings of the audit. At the City's request no more than once annually, FPL will provide to the City an electronic version of a billing list of all FPL customer addresses within the incorporated areas of the City. The City will respect FPL's confidential documents. The City will be given access to confidential documents while on FPL premises, but shall not remove those confidential documents from FPL premises unless expressly authorized to do so by FPL. Information relative to this audit and likely to be deemed confidential by FPL includes, but is not limited to, nonpublic customer or customer account information, nonpublic policies and procedures, and any other nonpublic information that gives FPL an opportunity to gain an advantage over its competitors. Section 13. Severability. If any section, subsection, sentence, clause or provision of this ordinance is held invalid, the remainder of the ordinance shall not be affected by such invalidity. Section 14. Existing Franchise Agreement. The City acknowledges it is fully informed concerning the existing franchise granted by Miami-Dade County, Florida, to FPL, and accepted by FPL as set out in Ordinance No. 60-16 adopted on May 3, 1960, and subsequently renewed and accepted by FPL as set out in Ordinance No. 89-81 Page 10 of 15 City of Aventura Ordinance No. 2017- adopted on September 5, 1989 by the Board of County Commissioners of Miami-Dade County, Florida, and as adopted by the City on June 17, 1997 in an interlocal agreement with Miami-Dade County (Existing Agreement"). The City agrees to indemnify and hold FPL harmless against any and all liability, loss, cost, damage and expense incurred by FPL in respect to any claim asserted by Miami-Dade County against FPL arising out of the franchise set out in the above referenced ordinances for the recovery of any sums of money paid by FPL to City under the terms of this New Franchise Agreement. FPL acknowledges and the City hereby relies on then Dade County Resolution No. R-709-78 adopted on June 20, 1978 in the granting of this Franchise. Section 15. Definitions. As used herein "person" means an individual, a partnership, a corporation, a business trust, a joint stock company, a trust, an incorporated association, a joint venture, a governmental authority or any other entity of whatever nature. Section 16. Repeal. All ordinances and parts of ordinances and all resolutions and parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 17. Effective Date. As a condition precedent to the taking effect of this Ordinance, FPL shall file its acceptance hereof with the City's Clerk within thirty (30)days of adoption of this Ordinance. The effective date of this Ordinance shall be when the Current Agreement terminates by the expiration of time or on the effective date of a new franchise agreement between Miami-Dade County and FPL, whichever occurs first. Section 18. Pre-Suit Dispute Resolution. The Parties to this Franchise agree that it is in each of their respective best interests to avoid costly litigation as a means of resolving disputes which may arise hereunder. Accordingly, the Parties agree that they will meet at the senior management level in an attempt to resolve any disputes within thirty (30) days of notification of the dispute. Section 19. Governing Laws. This New Franchise Agreement shall be governed and construed by the applicable laws of the Federal Government, State of Florida, Miami- Dade County, and the Charter, Codes and Ordinances of the City. Section 20. Venue. In the event that any legal proceeding is brought to enforce the terms of this New Franchise Agreement, it shall be brought by either party hereto in Miami- Dade County, Florida, or, if a federal claim, in the U.S. District Court in and for the Southern District of Florida, Miami Division. Page11 of15 City of Aventura Ordinance No. 2017- Section 21. Entire Agreement This New Franchise Agreement is intended to constitute the sole and entire agreement between the City and FPL with respect to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each of the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect, and this agreement supersedes all prior drafts and verbal or written agreements, commitments, or understandings, which shall not be used to vary or contradict the expressed terms herein. Both parties have been represented by counsel of their choosing with regard to this New Franchise Agreement. Section 22. Modification. It is further understood that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith, and approved by the City Commission. Section 23. Notice. Except in exigent circumstances, and except as may otherwise be specifically provided for in this Franchise, all notices by either party shall be made by United States Certified Mail, return receipt requested, or via a nationally recognized overnight courier service. Any notice given by facsimile or email is deemed to be supplementary, and does not alone constitute notice hereunder. All notices shall be addressed as follows: a) To the City of Aventura: City Manager, 19200 West Country Club Drive, Aventura, FL 33180 b) With a copy to the City Attorney:Weiss Serota Helfman Cole& Bierman, P.L., 2525 Ponce de Leon Boulevard, Suite 700, Coral Gables, FL 33134 c) To Florida Power and Light Company: Vice President, External Affairs, 700 Universe Boulevard, Juno Beach, FL 33408 d) With a copy to the Florida Power and Light Company Attorney: General Counsel, 700 Universe Boulevard, Juno Beach, FL 33408 Any changes to the above shall be in writing and provided to the other party as soon as practicable. Section 24. Compliance with Federal, State and Local Laws. The City and FPL agree to comply with and observe all applicable Federal, State and valid and non- Page 12 of 15 City of Aventura Ordinance No. 2017- preempted local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. Section 25. Nondiscrimination. FPL represents and warrants to the City that FPL does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with FPL's performance under this Franchise on account of race, color, sex, sexual preference, religion, age, handicap, marital status or national origin. FPL further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, sexual preference, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Franchise. Section 26. Approval of Agreement. Execution of this ordinance by the City Mayor, the City Attorney, and the City Clerk, shall constitute evidence of the New Franchise Agreement's approval after public hearing by the City Commission. Section 27. Attorney's Fees and Costs. In the event either the City or FPL must initiate litigation to enforce this New Franchise Agreement, the prevailing party shall be entitled to an award of all reasonable attorney's fees and costs, at all levels of litigation, including trials and appeals, including but not limited to fees for litigating entitlement to and amount of attorney's fees. THIS SPACE INTENTIONALLY LEFT BLANK Page 13 of 15 City of Aventura Ordinance No. 2017-_ The foregoing Ordinance was offered by Commissioner , who moved its adoption on first reading. This motion was seconded by Commissioner and upon being put to a vote, the vote was as follows: Commissioner Denise Landman Commissioner Dr. Linda Marks Commissioner Gladys Mezrahi Commissioner Marc Narotsky Commissioner Howard Weinberg Vice Mayor Robert Shelley Mayor Enid Weisman The foregoing Ordinance was offered by Commissioner , who moved its adoption on second reading. This motion was seconded by Commissioner and upon being put to a vote, the vote was as follows: Commissioner Denise Landman Commissioner Dr. Linda Marks Commissioner Gladys Mezrahi Commissioner Marc Narotsky Commissioner Howard Weinberg Vice Mayor Robert Shelley Mayor Enid Weisman PASSED on first reading on this 16'h day of November, 2017. PASSED AND ADOPTED on second reading on this 9'h day of January, 2018. Page 14 of 15 City of Aventura Ordinance No. 2017- ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY This Ordinance was filed in the Office of the City Clerk this day of , 2017 Page 15 of 15 ACCEPTANCE Pursuant to Section 17 of City of Aventura Ordinance No. , Florida Power & Light Company hereby files its acceptance of the New Franchise Agreement granted therein. For FPL: Attest: By: Witness: Its: Date: FOR USE BY CITY This Acceptance has been received by the City Clerk on this day of , 20_ City Clerk CITY OF AVENTURA OFFICE OF THE CITY MANAGER MEMORANDUM TO: City Commission /' FROM: Eric M. Soroka, ICMA-CM` CiK , - - er DATE: November 8, 2017 ��/�////// SUBJECT: Resolution Authorizing Exec •n of Agreement With the State Attorney for Prosecution of Aventura Code Violators November 16, 2017 City Commission Meeting Agenda Item "IA RECOMMENDATION It is recommended that the City Commission authorize the execution of an Agreement with the State Attorney's Office for the prosecution of Aventura Code Violations. This is a renewal of the Agreement approved in 2016. BACKGROUND The State Legislature amended Section 27.01 Florida Statutes to provide that the State Attorney shall appear in the courts to prosecute violations of municipal ordinances if the prosecution is ancillary to a felony prosecution or if the State Attorney has contracted with the municipality for these prosecutions. As a result, those cases that a City requests the State Attorney's Office to prosecute will be subject to a charge of $50.00 per hour each to the State Attorney and Public Defender. Attached hereto is the subject Agreement which provides the option to the City to utilize the State Attorney's Office. If you have any questions, please feel free to contact me. EMS/act Attachment CC01723-17 RESOLUTION NO. 2017- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE AND OTHERWISE ENTER INTO THAT AGREEMENT BETWEEN THE CITY OF AVENTURA AND THE STATE OF FLORIDA, OFFICE OF THE STATE ATTORNEY FOR THE ELEVENTH JUDICIAL CIRCUIT OF FLORIDA TO REIMBURSE THE STATE FOR THE COST OF STATE ATTORNEY PROSECUTION OF CERTAIN CRIMINAL VIOLATIONS OF THE CITY OF AVENTURA CODE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is authorized to execute and otherwise enter into that certain Agreement attached hereto between the City of Aventura and the State of Florida, Office of the State Attorney for the Eleventh Judicial Circuit of Florida, to reimburse the State for the cost of State Attorney prosecution of certain criminal violations of the City of Aventura Code. Section 2. The City Manager is authorized to do all things necessary to carry out the aims of this Resolution. Section 3. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Commissioner , who moved its adoption. The motion was seconded by Commissioner , and upon being put to a vote, the vote was as follows: Commissioner Denise Landman Commissioner Dr. Linda Marks Commissioner Gladys Mezrahi Commissioner Marc Narotsky Commissioner Howard Weinberg Vice Mayor Robert Shelley Mayor Enid Weisman City of Aventura Resolution No. 2017- PASSED AND ADOPTED this 16th day of November, 2017. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 2 of 2 q" bQ of STATE ATTORNEY ELEVEN FH RACIAL CIR(1UFr OF FLORIDA E R.GRAHAM HUIIDING 1350 N W.I2TI I AVENUE MIAMI,I LORIDA 33136-2111 KATHERINE FERNANDEZ RUNDLE 'FFLLPHONF(3051542-0100 S I A FF A flORNFY October24,2017 • _. . _s Mr. Eric NI. Soroka City Manager NOV - 2 2017 City of Aventura 19200 W.Country Club Drive Aventura FL 33180 Dear Mr. Soroka: Legislation passed in 2004 to implement Revision 7 to Article V of the Florida Constitution provides that the State Attorney may prosecute municipal ordinances only if(I)the ordinance violation is ancillary to a felony prosecution (s. 27.02(1), Florida Statutes), or(2)the county/municipality has entered into a contract with the State Attorney for these prosecutions(s. 27.34(1), Florida Statutes). Enclosed please find the proposed agreement for the prosecution of ordinance violations for the period of October I of current year through September 30 for following year. Please sign three originals and return to this office as soon as possible. If you desire to make changes to the contract and want an electronic version of this document, please contact me at donlhorniImiamisao.com and I will forward you a copy. This contract is for the prosecution of ordinances only; the State Attorney's Office has no statutory authority to handle appeals relating to the constitutionality of ordinances. If you choose to not have the Office of the State Attorney prosecute municipal ordinance violations in accordance with sections 4 &5 of Chapter 2004-265.Laws of Florida,you are requested to send a letter to that effect to the above address as soon as possible. You will be billed at the statutorily prescribed rate of $50 per hour. Our estimate is that, on average, it takes approximately 20 minutes per case; therefore, you will be charged at the rate of$16.67 per case. Please note that this is the charge for ordinance prosecution only. Pursuant to state law, there are separate charges for indigent defense from the Public Defender and filing fees from the Clerk of the Court. If you have any questions about the contract or if I can provide any other information, please do not hesitate to contact me at 305-547-0562 or at donlhorn(Imiamisao.coI11. Sincerely, KATHERINE FERNANDEZ RUNDLE State Attorney� By: t'l/ // Don L. Horn Chief Assistant State Attorney for Administration DI.Wcj Enclosures AGREEMENT BETWEEN CITY OF AVENTURA AND THE STATE OF FLORIDA, OFFICE OF THE STATE ATTORNEY FOR THE ELEVENTH JUDICIAL CIRCUIT OF FLORIDA TO REIMBURSE THE STATE FOR THE COST OF STATE ATTORNEY PROSECUTION OF CERTAIN CRIMINAL VIOLATIONS OF THE CODE This agreement is entered into this day of , 2017, by and between City of Aventura, a political subdivision of the State of Florida (hereinafter referred to as the "City") and the Office of the State Attorney for the Eleventh Judicial Circuit of Florida (hereinafter referred to as "State Attorney"). WHEREAS, the City finds that in order to maintain and improve the health, safety, and welfare of this community, it is necessary to adequately enforce and prosecute violations of the City's Municipal Code; and WHEREAS. Section 27.02, Florida Statutes, authorizes the State Attorney to prosecute municipal ordinance violations punishable by incarceration if ancillary to state prosecution or, if not ancillary to state prosecution, when the State Attorney contracts with the City for reimbursement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I Services The State Attorney agrees to prosecute municipal ordinance violations as authorized in Sections 27.02, and 27.34, Florida Statutes. The City agrees to remit, subject to the terms outlined in Article HI of this agreement, to the State Attorney the required funds to reimburse for costs associated with the prosecution of violations of the Municipal Code for the period of October I of current year through September 30 for following year. The State Attorney shall provide such clerical and professional personnel as may be required for the performance of any of the functions of the State Attorney as set forth in this agreement. This agreement does not commit the City to pay for the prosecution of Municipal Code violations ancillary to state prosecution or for the prosecution of municipal ordinance violations not punishable by incarceration. This agreement specifically does not authorize the State to handle appeals of municipal ordinances on constitutional grounds, which shall remain the responsibility of the municipality that passed the ordinance. ARTICLE II Terms This agreement shall expire on September 30, 2018. unless terminated earlier pursuant to Article VII of this agreement. Under no circumstances shall the City be liable to continue or extend this agreement beyond this date. This agreement may only be amended in writing, through a document executed by duly authorized representatives of the signatories to this agreement. ARTICLE III Payment Schedule The City agrees to reimburse the State Attorney on an hourly basis for services rendered at a rate of Fifty dollars ($50) per hour. On a quarterly basis, the State Attorney shall provide the City with an invoice including, but not limited to, the hours of services rendered, number of cases prosecuted as set forth in this agreement, and the total amount due for payment for the previous month. The City shall remit each payment within ten (10) days after receiving said invoice from the State Attorney. ARTICLE IV Responsibilities The City does not delegate any of its responsibilities or powers to the State Attorney other than those enumerated in this agreement. The State Attorney does not delegate any of its responsibilities or powers to the City other than those enumerated in this agreement. ARTICLE V Reporting All required reports shall be submitted to the ARTICLE VI Indemnification It is expressly understood and intended that the State Attorney is only a recipient of the reimbursements paid by the City and is not an agent of the City. The respective parties agree, subject to the provisions of Chapter 768.28 (17), Florida Statutes, that they will hold each other harmless from any claims arising from this agreement. ARTICLE VII Termination Either party may terminate this agreement at any time with or without cause by furnishing written notice to the other party with no less than ninety (90) days notice. ARTICLE VIII Service Charges This agreement is contingent upon all City funding provided, and any interest earned thereon, not being subject to any State service charges or administrative assessments. ARTICLE IX Non-Discrimination The State Attorney agrees to abide and be governed by Title II of the Americans with Disabilities Act of 1990, Title VI and VII, Civil Rights Act of 1964 (42 USC 200d, e) and Title Viii of the Civil Rights Act of 1968, as amended, which provides in part that there will not be discrimination of race, color, sex, religious background, ancestry, or national origin in performance of this contract, in regard to persons served, or in regard to employees or applicants for employment and it is expressly understood that upon receipt of evidence of discrimination, the City shall have the right to terminate said agreement. IN WITNESS THEREOF, the parties have caused this agreement to be executed by their respective and duly authorized officers the day and year first above written. ATTEST: NAME City Commission By: By: POSITION ATTEST State Attorney's Office Eleventh Judicial Circuit By: By: Don L. Horn Chief Assistant State Attorney for Administration CITY OF AVENTURA OFFICE OF THE CITY MANAGER MEMORANDUM TO: City Commission FROM: Eric M. Soroka, ICMA-CM, : Ma =ger DATE: November 9, 2017 SUBJECT: Architectural Services Agreement Between PGAL and the City for Aventura Charter High School Project November 16, 2017 City Commission Meeting Agenda Item45 RECOMMENDATION It is recommended that the City Commission adopt the attached Resolution authorizing the execution of the Architectural Services Agreement between PGAL and the City for the Aventura Charter High School project. BACKGROUND At the September 5, 2017 Meeting, the City Commission adopted a Resolution selecting the firm of PGAL to perform architectural and engineering services for the construction of the Aventura Charter High School. Attached is the result of our negotiations and the Architect's Services Agreement. The Agreement has been reviewed by the City Attorney's office. The total fees for the project including the design of the Aventura Charter High School, gymnasium and site improvements is $759,000. The schedule includes opening the school for August 2019. If you have any questions, please feel free to contact me. EMS/act Attachment CC01724-17 RESOLUTION NO. 2017- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED AGREEMENT AND ADDENDUM BETWEEN THE CITY OF AVENTURA AND PGAL ARCHITECTS TO PERFORM ARCHITECTURAL AND ENGINEERING SERVICES TO PLAN, DESIGN AND PERMIT THE CITY'S CHARTER HIGH SCHOOL IN ACCORDANCE WITH RFQ NO. 17-07-24-2; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. The City Manager is hereby authorized to execute the attached Agreement (the "Agreement" ) and Addendum (the "Addendum"), in substantially the form attached hereto, between the City of Aventura and PGAL Architects to perform architectural and engineering services to plan, design and permit the City's Charter High School in accordance with RFQ No. 17-07-24-2. Section 2. The City Manager is hereby authorized to do all things necessary to carry out the aims of this Resolution and the Agreement. Section 3. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Commissioner , who moved its adoption. The motion was seconded by Commissioner , and upon being put to a vote, the vote was as follows: Commissioner Denise Landman Commissioner Dr. Linda Marks Commissioner Gladys Mezrahi Commissioner Marc Narotsky Commissioner Howard Weinberg Vice Mayor Robert Shelley Mayor Enid Weisman City of Aventura Resolution No. 2017- PASSED AND ADOPTED this 16th day of November, 2017. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 2 of 2 AIA Document B101' - 2007 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the day of in the year (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: The author of this document has (Name, legal status, address and other information) added information needed for its City of Avenlura completion.The author may also NE 213'^Street have revised the text of the original AIA standard form.An Additions and Aventura,FL Deletions Report that notes added information as well as revisions to the standard form text is available and the Architect: from the author and should be (Name, legal status, address and other information) reviewed.A vertical line in the left margin of this document indicates PGAL where the author has added 791 Park of Commerce Blvd. necessary information and where Suite 400 the author has added to or deleted Boca Raton,FL 33487 from the original AIA text. This document has important legal for the following Project: consequences.Consultation with an (Name, location and detailed description) attorney is encouraged with respect Aventura Charter High School to its completion or modification. The Owner and Architect agree as follows. InIL MA Document 6101^'-2007 iformerly B1511e—1997).Copyright 01974.1978.1987.1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA• Document Is protected by U.S.Copyright law and IMametlentl Treaties.Unauthorized reproduction or dletrlbutlon of this MAe Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible ( under the law.This document was produced by AN software at 13.39:52 on 1110912017 under Order No.5778875909 1 which expires on 01101/2018.and is not for resale. User Notes: (827083098) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT EXHIBIT A INITIAL INFORMATION ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Article I and in optional Exhibit A,Initial Information: (Complete Exhibit A. Initial Information, and incorporate it into the Agreement at Section 13.2, or state below Initial Information such as details of the Projects site and program, Owner's contractors and consultants. Architect's consultants, Owner's budget for the Cost of the Work, authorized representatives, anticipated procurement method, and other information relevant to the Project) § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: .2 Substantial Completion date: § 1.3 The Owner and Architect may rely on the Initial Information.Both parties,however,recognize that such information may materially change and, in that event,the Owner and the Architect shall appropriately adjust the schedule,the Architect's services and the Architect's compensation. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in this Agreement. IOIt AIA Document 13101^'-2007(formerly 0151 w-1997).Copyright 01974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document 4 protected by U.S.Copyright Law and international Trestles.Unauthorized reproduction or distribution 2 of this AIM Document,or any portion of it,may result In seven civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AN,software at 13 39:52 on 11/09/2017 under Order No.5775875909_1 which expires on 01/0112018,and is not for resale. User Notes: (827083098) § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances.The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2,4 Except with the Owner's knowledge and consent,the Architect shall not engage in any activity,or accept any employment,interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains,the Owner shall reimburse the Architect for any additional cost: (!dent fy types and limits of insurance coverage, and other insurance requirements applicable to the Agreement, if any.) .1 General Liability 1 $2,000,000 per person and$2,000,000 per accident for bodily injury and property damages .2 Automobile Liability $1,000,000 per occurrence and$1,000,000 per accident for bodily injury and$1,000,000 per accident for property damage. .3 Workers'Compensation 1 As required by law .4 Professional Liability $2,000,000 with a deductible(if applicable)not to exceed$5,000 per claim.The Certificate of Insurance shall reference any applicable deductible. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in Article 3 and include usual and customary structural,mechanical,and electrical engineering services. Services not set forth in this Article 3 are Additional Services. § 3.1.1 The Architect shall manage the Architect's services,consult with the Owner,research applicable design criteria,attend Project meetings,communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants.The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants.The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error,omission or inconsistency in such services or information. § 3.1.3 As soon as practicable after the date of this Agreement,the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services.The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants,and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner,time limits established by the schedule shall not,except for reasonable cause,be exceeded by the Architect or Owner. With the Owner's approval,the Architect shall adjust the schedule,if necessary,as the Project proceeds until the commencement of construction. Mit reserved. Document B101 ix-2007 Iformery B15111-1 991).Copyright®1974,1978.1987,1997 and 2007 by The American Institute of Architects.All rights reserved WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 3 of this Alike Document,or any portion of lL may result in seven civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 13.39.52 on 11109/2017 under Order No 5778875909 1 which expires on 011012018,and is not for resale. User Notes: (827083095) § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. § 3.1.5 The Architect shall,at appropriate times,contact the governmental authorities required to approve the Construction Documents and the entities providing utility services to the Project. In designing the Project,the Architect shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 SCHEMATIC DESIGN PHASE SERVICES § 3.2.1 The Architect shall review the program and other information furnished by the Owner,and shall review laws,codes,and regulations applicable to the Architect's services. § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program,schedule,budget for the Cost of the Work,Project site,and the proposed procurement or delivery method and other Initial Information,each in terms of the other,to ascertain the requirements of the Project.The Architect shall notify the Owner of(1)any inconsistencies discovered in the information,and(2)other information or consulting services that may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project, including the feasibility of incorporating environmentally responsible design approaches.The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project's requirements agreed upon with the Owner,the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. § 3.2.5 Based on the Owner's approval of the preliminary design,the Architect shall prepare Schematic Design Documents for the Owner's approval.The Schematic Design Documents shall consist of drawings and other documents including a site plan,if appropriate,and preliminary building plans,sections and elevations;and may include some combination of study models,perspective sketches,or digital modeling.Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider environmentally responsible design alternatives,such as material choices and building orientation,together with other considerations based on program and aesthetics,in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work.The Owner may obtain other environmentally responsible design services under Article 4. § 3.2.5.2 The Architect shall consider the value ofaltemative materials,building systems and equipment,together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule and budget for the Cost of the Work. § 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner,and request the Owner's approval. § 3.3 DESIGN DEVELOPMENT PHASE SERVICES § 3.3.1 Based on the Owner's approval of the Schematic Design Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Design Development Documents for the Owner's approval.The Design Development Documents shall illustrate and describe the development of approved Schematic Design Documents and shall consist of drawings and other documents including plans,sections,elevations,typical construction details,and diagrammatic layouts of building Init. AIA Document 9101`—2007(formerly B151n'—199]1.Copyright C 1974,1978,1987.1997 and 2007 by The American institute of Architects.All rights mimed.WARNING:This AlA5 Document Is protected by U.S.Copyright Law and International Tisanes.Un uthoexed reproduction Or distribution 4 or this AIM Document.or any portion or It,may result in severe civil and criminal pennies.and will be prosecuted to the maximum extent possible under the law.This document wes produced by ALA software et 13:39.52 on 11/09/2017 under Order No.5778875909_1 which sires on 01/01/2018.end is not Iv resile. User Notes: W27083O981 systems to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,and such other elements as may be appropriate.The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quality levels. § 3.3.2 The Architect shall update the estimate of Cost of the Work. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,and request the Owner's approval. § 3.4 CONSTRUCTION DOCUMENTS PHASE SERVICES § 3.4.1 Based on the Owner's approval of the Design Development Documents,and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work,the Architect shall prepare Construction Documents for the Owner's approval.The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work.The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information,including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3.4.2 The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. § 3.4.3 During the development of the Construction Documents,the Architect shall assist the Owner in the development and preparation of(I)bidding and procurement information that describes the time,place and conditions of bidding,including bidding or proposal forms;(2)the form of agreement between the Owner and Contractor;and(3)the Conditions of the Contract for Construction(General,Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. § 3.4.4 The Architect shall update the estimate for the Cost of the Work. § 3.4.5 The Architect shall submit the Construction Documents to the Owner,advise the Owner of any adjustments to the estimate of the Cost of the Work,take any action required under Section 6.5,and request the Owner's approval. § 3.5 BIDDING OR NEGOTIATION PHASE SERVICES § 3.5.1 GENERAL The Architect shall assist the Owner in establishing a list of prospective contractors.Following the Owner's approval of the Construction Documents,the Architect shall assist the Owner in(I)obtaining either competitive bids or negotiated proposals;(2)confirming responsiveness of bids or proposals;(3)determining the successful bid or proposal,if any;and,(4)awarding and preparing contracts for construction. § 3.5.2 COMPETITIVE BIDDING § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by .1 procuring the reproduction of Bidding Documents for distribution to prospective bidders; .2 distributing the Bidding Documents to prospective bidders,requesting their return upon completion of the bidding process,and maintaining a log of distribution and retrieval and of the amounts of deposits, if any,received from and returned to prospective bidders; .3 organizing and conducting a pre-bid conference for prospective bidders; .4 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda;and .5 organizing and conducting the opening of the bids,and subsequently documenting and distributing the bidding results,as directed by the Owner. unit Ala Document B101^'-2007(formery B151a-1997).Copyright C 1974,1978,1987,1997 and 2007 by The American Institute of Architects.Al rights ssrved.WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties.unauthorized reproduction or distribution 5 of this NM Document,or any portion of it,may result In severe civil and criminal penalties,pod will be prosecuted to the maximum extent possible under the law.This document was produced by AN software at 13.39:52 on 11/09/2017 under Order No 57788759091 which ermires on 01101/2018,and is tat for resale. User Notes: (827083098) § 3.5.2.3 The Architect shall consider requests for substitutions,if the Bidding Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 3.5.3 NEGOTIATED PROPOSALS § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by .1 procuring the reproduction of Proposal Documents for distribution to prospective contractors,and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors;and .3 participating in negotiations with prospective contractors,and subsequently preparing a summary report of the negotiation results,as directed by the Owner. § 3.5.3.3 The Architect shall consider requests for substitutions,if the Proposal Documents permit substitutions,and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3.6 CONSTRUCTION PHASE SERVICES § 3.6.1 GENERAL § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201.111-2007,General Conditions of the Contract for Construction.If the Owner and Contractor modify AIA Document A201 2007,those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services.The Architect shall have authority Ia act on behalf of the Owner only to the extent provided in this Agreement.The Architect shall not have control over,charge of,or responsibility for the construction means,methods,techniques, sequences or procedures,or for safely precautions and programs in connection with the Work,nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.3,the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 EVALUATIONS OF THE WORK § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction,or as otherwise required in Section 4.3.3,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine,in general,if Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.On the basis of the site visits,the Architect shall keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable,the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. InR MA Document Blol -2007 Iformetly B151^'-1997).Copyright 01974,1978,1987,1997 and 2007 by The American Institute of ArchtMs.All rights reserved.WARNING:This MA* Document Is protected by U.S.Copyright Law and International Trestles.Unauthorized reproduction or distribution 6 of this MAu Document,or any portion of It.may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the kw.This document was produced by AM software at 13'.39-52 on 1110912017 under Order No 5778875909_1 which expires on 01101/2018.and is not for resale. User Notes: (827083098) § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3.6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either,and shall not be liable for results of interpretations or decisions rendered in good faith.The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker,as that term is defined in AIA Document A201-2007,the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 CERTIFICATES FOR PAYMENT TO CONTRACTOR § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts.The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's Application for Payment,that,to the best of the Architect's knowledge,information and belief,the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject(1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations fiom the Contract Documents prior to completion,and(4)to specific qualifications expressed by the Architect. § 3.6.3.2 The issuance ofa Certificate for Payment shall not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 SUBMITTALS § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval.The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. § 3.6.4.2 In accordance with the Architect-approved submittal schedule,the Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions,quantities,and installation or performance of equipment or systems,which are the Contractor's responsibility.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods, techniques,sequences or procedures.The Architect's approval ofa specific item shall not indicate approval of an assembly of which the item is a component. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems,materials or equipment,the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Architect.The Architect shall be Ink AlA Document 13101`x-2007(formerlyArchitects.-1997).Copyright 0 1974,1978,1987,1997 and 2007 by The American Institute d Architects.All rights reserved.WARNING:This AIM Document N protected by U.S.Copyright Law and international Trestles.Unauthorized reproduction or distribution 7 orchis AIM Document,or any portion of It,may relish in severe civil and criminal penalties,and will be prosecuted to the maximum eNnt poselble ( under the law.The document was produced by AIA waware at 13:39 52 on 11/09/2017 under Order No.5778875909 1 which expires on 01/01/2018,and is not for resale. User Notes: (8270830981 entitled to rely upon the adequacy,accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to the provisions of Section 4.3,the Architect shall review and respond to requests for information about the Contract Documents.The Architect shall set forth in the Contract Documents the requirements for requests for information. Requests for information shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested.The Architect's response to such requests shall be made in writing within any time limits agreed upon,or otherwise with reasonable promptness.If appropriate,the Architect shall prepare and issue supplemental Drawings and Specifications in response to requests for information. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 CHANGES IN THE WORK § 3.6.5.1 The Architect may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.Subject to the provisions of Section 4.3,the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 PROJECT COMPLETION § 3.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion;receive from the Contractor and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the Contractor;and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When the Work is found to be substantially complete,the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum,if any,for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor:(I) consent of surety or sureties,if any,to reduction in or partial release of retainage or the making of final payment;(2) affidavits,receipts,releases and waivers of liens or bonds indemnifying the Owner against liens;and(3)any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner,and prior to the expiration of one year from the date of Substantial Completion,the Architect shall,without additional compensation,conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Additional Services listed below are not included in Basic Services but may be required for the Project.The Architect shall provide the listed Additional Services only if specifically designated in the table below as the Architect's responsibility,and the Owner shall compensate the Architect as provided in Section 11.2. (Designate the Additional Services the Architect shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.2 or in an attached exhibit If in an exhibit, idents the exhibit) Init. AIA Document B101^'-2007(formerly B151"-1997).Copyright 1974,1978,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AlA® Document is protected by U.S.Copyright Law and Intemeiowl Treaties.Unauthorized reproduction or dlsmbulbn 8 of this AIM Document,or any portion of it,may result In severe civil and crlminel penalties,and will be prosecuted to the mulmum extant possible / undo the law TN,document was produced by ALA software at 13:39:52 on 11/09/2017 under Order No.5778875909-1 which expires on 01/01/2018,are is not for resale User Notes: (827083098) Additional Services Responsibility Location of Service Description (Architect, Owner (Section 4.2 below or in an exhibit or attached to this document and Not Provided) identified below) 4.1.1 Programming(B202Te-2009) OWNER 4.1.2 Multiple preliminary designs ARCH 4.1.3 Measured drawings NP 4.1.4 Existing facilities surveys NP 4.1.5 Site Evaluation and Planning(B203TM-2007) ARCH 4.1.6 Building Information Modeling ARCH (E2O2TM_2008) 4.1.7 Civil engineering ARCH 4.1.8 Landscape design ARCH 4.1.9 Architectural Interior Design(B252TM-2007) ARCH 4.1.10 Value Analysis(B204T74-2007) NP 4.1.11 Detailed cost estimating NP 4.1.12 On-site Project Representation(82077^-2008) NP 4.1.13 Conformed construction documents ARCH 4.1.14 As-Designed Record drawings ARCH 4.1.15 As-Constructed Record drawings NP 4.1.16 Post occupancy evaluation ARCH 4.1.17 Facility Support Services(B210TM-2007) NP 4.1.18 Tenant-related services NP 4.1.19 Coordination of Owner's consultants ARCH 4.1.20 Telecommunications/data design ARCH 4.1.21 Security Evaluation and Planning ARCH (B206TM-2007) 4.1.22 Commissioning(821 IT^-2007) OWNER 4.1.23 Extensive environmentally responsible design NP 4.1.24 LEED®Certification(B214TM-2012) ARCH 4.1.25 Fast-track design services NP 4.1.26 Historic Preservation(B205115-2007) NP 4.1.27 Furniture,Furnishings,and Equipment Design NP (B253T^-2007) § 4.2 Insert a description of each Additional Service designated in Section 4.1 as the Architect's responsibility,if not further described in an exhibit attached to this document. § 4.3 Additional Services may be provided after execution of this Agreement,without invalidating the Agreement. Except for services required due to the fault of the Architect,any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services,the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need.The Architect shall not proceed to provide the following services until the Architect receives the Owner's written authorization: .1 Services necessitated by a change in the Initial Information,previous instructions or approvals given by the Owner,or a material change in the Project including,but not limited to,size,quality, complexity,the Owner's schedule or budget for Cost of the Work,or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives,such as unique system designs,in-depth material research,energy modeling,or LEED® certification; InR AIA Document B101"'-2007(formerly 19151m-19971.Copyright 01974,1978,1907,1997 and 2007 by The American Institute of Arailech.All rights reserved.WARNING:This NA° Document is protected by U.S.Copyright taw and International Treaties.Unauthorized reproduction or distribution 9 of this AIM Document,or any portion of It,may result In severe civil and criminal pensMes,end will be prosecuted to the maximum extent possible under the law.This document was produced by AR software at 13:39:52 on 11/09/2017 under Order No.5778875909_1 which expires on 01/01/2013 and is not for resale. User Notes: (827083098) .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors,or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for,and attendance at,a public presentation,meeting or hearing; .8 Preparation for,and attendance at a dispute resolution proceeding or legal proceeding,except where the Architect is party thereto; .9 Evaluation of the qualifications of bidders or persons providing proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or .11 Assistance to the Initial Decision Maker,if other than the Architect. § 4.3.2 To avoid delay in the Construction Phase,the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness,and explain the facts and circumstances giving rise to the need. If the Owner subsequently determines that all or pans of those services are not required,The Owner shall give prompt written notice to the Architect,and the Owner shall have no further obligation to compensate the Architect for those services: .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information, Contractor-prepared coordination drawings,or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data,or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom;or .6 To the extent the Architect's Basic Services are affected,providing Construction Phase Services 60 days after(I)the date of Substantial Completion of the Work or(2)the anticipated date of Substantial Completion identified in Initial Information,whichever is earlier. § 4.3.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services.When the limits below are reached,the Architect shall notify the Owner: .1 Two ( 2 )reviews of each Shop Drawing, Product Data item,sample and similar submittal of the Contractor .2 Fifty-two ( 52 )visits to the site by the Architect over the duration of the Project during construction .3 Two ( 2 )inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 One ( I )inspection for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within Twenty-four ( 24 )months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement,the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives,schedule,constraints and criteria,including space requirements and relationships,flexibility, expandability,special equipment,systems and site requirements.Within 15 days after receipt of a written request from the Architect,the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. hilt Ala Document 8101"-2007(formerly 13151"'-1997).Copyright D 1974,1979,19887,1997 and 2007 by The American Institute alArchitects.MI rights carved.WARNING:This MA* Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 10 of this MM Document,or any potion of it may result In seven civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software et 13:39:52 on 11/09/2017 under Order No.5778875909_1 which expires on 01101/2016,end is not for resale. User Notes: (827083098) § 5.2 The Owner shall establish and periodically update the Owner's budget for the Project, including(t)the budget for the Cost of the Work as defined in Section 6.1;(2)the Owner's other costs; and,(3)reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Architect.The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request,the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants.The Owner shall furnish the services of consultants other than those designated in this Agreement,or authorize the Architect to furnish them as an Additional Service,when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project.The Owner shall require that its consultants maintain professional liability insurance as appropriate to the services provided. § 5.7 The Owner shall furnish tests,inspections and reports required by law or the Contract Documents,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. § 5.8 The Owner shall furnish all legal,insurance and accounting services, including auditing services,that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.10 Except as otherwise provided in this Agreement,or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents.The Owner shall promptly notify the Architect of any direct communications that may affect the Architect's services. § 5.11 Before executing the Contract for Construction,the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.12 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement,the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors'general conditions costs, overhead and profit.The Cost of the Work does not include the compensation of the Architect,the costs of the land, Mit. reserved. Document 8101^'-2007(formerly 8161"-1997).Copyright 01974.1978,19B7,1997 and 2007 by The American Institute of Architects.All rights reserved WARNING:This AlA5 Document Is protected by U.S.Copyright Law and international Treaties.unauthorized reproduction or distribution 11 of this AIA• Document,or any potion of it may result In seven civil and crlmlml penalties.and will be prosecuted to the maximum extent possible under the law.This document was produced by AN software at 13'.39:52 on 11/09/2017 under Order No.5770075909 1 which expires on 01/0112018.and is not for resale. User Notes: 02705309B) rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information,and may be adjusted throughout the Project as required under Sections 5.2,6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work,the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect,represent the Architect's judgment as a design professional.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment;the Contractor's methods of determining bid prices;or competitive bidding,market or negotiating conditions.Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 6.3 In preparing estimates of the Cost of Work,the Architect shall be permitted to include contingencies for design,bidding and price escalation;to determine what materials,equipment,component systems and types of construction are to be included in the Contract Documents;to make reasonable adjustments in the program and scope of the Project;and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work.The Architect's estimate of the Cost of the Work shall be based on current area,volume or similar conceptual estimating techniques.If the Owner requests detailed cost estimating services,the Architect shall provide such services as an Additional Service under Article 4. § 6.4 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,through no fault of the Architect,the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work,the Architect shall make appropriate recommendations to the Owner to adjust the Project's size,quality or budget for the Cost of the Work,and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect,revise the Project program, scope,or quality as required to reduce the Cost of the Work;or .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4,the Architect,without additional compensation,shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services,or the budget as adjusted under Section 6.6.1.The Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service,or any other information,the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions. § 7.2 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications,and shall retain all common law,statutory and other reserved rights,including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. ION. AIA Document B101'^-20071brmerly B151' -1997).Copyright C 1974 197W 1987.1997 and 2007 by The American Institute[(Architects)All lights reserved.WARNING:This AIM Document Is pretectid by U.B.Copyright Law and international Treaties.Unauthorized reproduction or distribution 12 of this NAT Document,or any portion of N may result in mm civil mid criminal penalties,and will be prosecuted to the maximum stent possible unclothe law.This document was produced by AIA software at 13:39:52 on 11/09/2017 under Order No 5778075909_1 which expires on 0110112018,and is not forresale. User Notes: (827083098) § 7.3 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using,maintaining,altering and adding to the Project,provided that the Owner substantially performs its obligations,including prompt payment of all sums when due, under this Agreement.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.The license granted under this section permits the Owner to authorize the Contractor, Subcontractors,Sub-subcontractors,and material or equipment suppliers,as well as the Owner's consultants and separate contractors,to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4,the license granted in this Section 7.3 shall terminate. § 7.3.11n the event the Owner uses the Instruments of Service without retaining the author of the Instruments of Service,the Owner releases the Architect and Architect's consultant(s)from all claims and causes of action arising from such uses.The Owner,to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses,including the cost of defense,related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of Service under this Section 7.3.1.The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate,sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 GENERAL § 8.1.1 The Owner and Architect shall commence all claims and causes of action,whether in contract,tort,or otherwise,against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1.1. § 8.1.2 To the extent damages are covered by property insurance,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages,except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201-2007,General Conditions of the Contract for Construction.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect and Owner waive consequential damages for claims,disputes or other matters in question arising out of or relating to this Agreement.This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination of this Agreement,except as specifically provided in Section 9.7. § 8.2 MEDIATION § 8.2.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution.If such matter relates to or is the subject ofa lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing,delivered to the other party to the Agreement,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but,in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration Ink. AIA Document B1011M-2007(formerly 0151 -1997).Copyright®1974,1978,1987.1997 and 2007 by The American Institute of Ambitede.All rights reserved.WARNING:This NM Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 13 of Nis AIM Document,or any portion of It,may result in severe dull and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:39:52 on 11/09/2017 under Order No 5778875909_1 which evpires on 01101/2018,and is not for resale. User Notes: (827083098) proceeding is stayed pursuant to this section,the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall he held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2,the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Architect do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ ] Litigation in a court of competent jurisdiction [ ] Other(Specify) § 8.3 ARBITRATION § 8.3.1 If the parties have selected arbitration as the method for binding dispute resolution in this Agreement,any claim,dispute or other matter in question arising out of or related to this Agreement subject to,but not resolved by, mediation shall be subject to arbitration which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of This Agreement.A demand for arbitration shall be made in writing,delivered to the other party to this Agreement,and filed with the person or entity administering the arbitration. § 8.3.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing ofa request for mediation,but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the claim,dispute or other matter in question would be barred by the applicable statute of limitations.For statute of limitations purposes,receipt ofa written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the claim,dispute or other matter in question. § 8.3.2 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement shall he specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. § 8.3.3 The award rendered by the arbitrator(s)shall be final,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof § 8.3.4CONSOIJDATION OR JOINDER § 8.3.4.1 Either party,at its sole discretion,may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that(I)the arbitration agreement governing the other arbitration permits consolidation;(2)the arbitrations to be consolidated substantially involve common questions of law or fact; and(3)the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 8.3.4.2 Either party, at its sole discretion,may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder.Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim,dispute or other matter in question not described in the written consent. OK AIA Document B101^'-2007(fonnery B161 '—1997).Copynght 01974,1978,1987,1997 and 2007 by The Amencan Institute of Architects.All rights served.WARNING:This AlA® Document is protected by D.S.Copyright Law and International Treaties.Unauthorized reproduction ordishlbuaon 14 of this AIM Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible undo the law.This document was produced by AM software at 13.39:52 on 11/0912017 under Order No 5778875909_1 which expires on 0110112018,and is not for resale. User Holes: (827083098) § 8.3.4.3 The Owner and Architect grant to any person or entity made a party to an arbitration conducted under this Section 8.3,whether by joinder or consolidation,the same rights of joinder and consolidation as the Owner and Architect under this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantial nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services,the Architect shall give seven days' written notice to the Owner before suspending services. In the event ofa suspension of services,the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services,the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.2 If the Owner suspends the Project,The Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect,the Architect may terminate this Agreement by giving not less than seven days'written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 9.7. § 9.7 Termination Expenses are in addition to compensation for the Architect's services and include expenses directly attributable to termination for which the Architect is not otherwise compensated,plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 9.8 The Owner's rights to use the Architect's Instruments of Service in the event ofa termination of this Agreement are set forth in Article 7 and Section 11.9. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located,except that if the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2007,General Conditions of the Contract for Construction. § 10.3 The Owner and Architect,respectively,bind themselves,their agents,successors, assigns and legal representatives to this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. § 10.41f the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender,the Architect shall execute all such consents that are consistent with this Agreement,provided the proposed consent is submitted to the MIL reserved. Document B101^1-2007(formerly B181^'-1997).Copyngla 1974,1978,1987,1997 and 2007 by The American Institute cif ct Archites.All rights WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or tlkblbutlon 15 of thN AIA' Document,or any portion of It,may mull In severe civil and criminal panties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13'.39'.52 on 11/09/2017 under Order No 5778875909_1 which erpires on 01101/2015,and is not for resale. User Notes: (827083098) Architect for review at least 14 days prior to execution.The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor ofa third party against either the Owner or Architect. § 10.8 Unless otherwise required in this Agreement,the Architect shall have no responsibility for the discovery, presence,handling,removal or disposal of,or exposure of persons to,hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations.However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 10.8 If the Architect or Owner receives information specifically designated by the other party as"confidential" or "business proprietary,"the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to(1)its employees.(2)those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project,or(3)its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3,the Owner shall compensate the Architect as follows: (Insert amount of or basis for compensation) § 11.2 For Additional Services designated in Section 4.1,the Owner shall compensate the Architect as follows: (Insert amount of or basis for, compensation If necessary, list specific services to which particular methods of compensation apply.) § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.3,the Owner shall compensate the Architect as follows: (Insert amount of or basis for,compensation) § 11.4 Compensation for Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3,shall be the amount invoiced to the Architect plus percent( %),or as otherwise stated below: § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: Schematic Design Phase percent ( 15%) Design Development Phase percent ( 20%) Construction Documents percent ( 35%) Phase Bidding or Negotiation Phase percent ( 5%) Construction Phase percent ( 25%) nit Ala Document B101^—2007(formerly 8161`x-1997),Copyright 01970.1978,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA, Document is protected by U.S.Copyright Law and international Treaties.Unauthorized reproduction or distribution 16 ofthis MAC Document,or any portion of N may result Insevere WWI and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AW software at 13:39:52 on 11109/2017 under Order No.5778875909 1 which expires on 01/01/2018,and is not forresale. User Notes: (827083098) Total Basic Compensation one hundred percent ( 100 § 11.6 When compensation is based on a percentage of the Cost of the Work and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions,in accordance with the schedule set forth in Section 11.5 based on(1)the lowest bona fide bid or negotiated proposal,or(2)if no such bid or proposal is received,the most recent estimate of the Cost of the Work for such portions of the Project.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants,if any,are set forth below.The rates shall be adjusted in accordance with the Architect's and Architect's consultants'normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below) Employee or Category Rate § 11.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project,as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services,dedicated data and communication services,teleconferences, Project Web sites,and extranets; .3 Fees paid for securing approval of authorities having jurisdiction over the Project; .4 Printing,reproductions,plots,standard form documents; .5 Postage,handling and delivery; .6 Expense of overtime work requiring higher than regular rates,if authorized in advance by the Owner; .7 Renderings,models,mock-ups,professional photography,and presentation materials requested by the Owner; .8 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project,or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project-related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus percent( %)of the expenses incurred. § 11.9 COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE If the Owner terminates the Architect for its convenience under Section 9.5,or the Architect terminates this Agreement under Section 9.3,the Owner shall pay a licensing fee as compensation for the Owner's continued use of the Architect's Instruments of Service solely for purposes of completing,using and maintaining the Project as follows: § 11.10 PAYMENTS TO THE ARCHITECT § 11.10.1 An initial payment of ($ )shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.2 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed.Payments are due and payable upon presentation of the Architect's invoice. Amounts unpaid ( days after the invoice dale shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. IDR AIA Document B101"—2007 lfonneily 8151^'—1997).Copyrightm 1974,1978.1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This NAa Document is protected by U.B.Copyright Law and International Treaties.Unauthorized reproduction or distribution 17 ofthIs AlA® Documwd,or any portion of R may result In severe chill and criminal penatUes,and will be prosecuted to themaximum extent possible under Um law.This document was produced by AN software at 13.39:52 on 11/09/2017 under Order No.5778875909_1 which expires on 01/01/2018,and is not for resale. User Notes: (827003098) (Insert rate of monthly or annual interest agreed upon) § 1110.3 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect,or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11.10.4 Records of Reimbursable Expenses,expenses pertaining to Additional Services,and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDRIONS Special terms and conditions that modify this Agreement are as follows: ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Architect. § 13.2 This Agreement is comprised ofthe following documents listed below: .1 AIA Document BIOITM 2007,Standard Form Agreement Between Owner and Architect .2 AIA Document E2017'4-2007,Digital Data Protocol Exhibit, if completed,or the following: .3 Other documents: (List other documents, if any, including Exhibit A, Initial Information, and additional scopes of service, if any,forming part of the Agreement_) This Agreement entered into as of the day and year first written above. OWNER ARCHITECT (Signature) .e (Signature) ERIC. /y .S nett at Ce / /1?MQOe/- Ian A.Nestler Principal (Printed name and title) // (Printed name and title) IML AIA Document 8101^-2007(formerly B1S1^—1997).Copyright 0 1974.1978,1987,1997 and 2007 by The Amencan Institute of Architects.All rights merged.WARNING:This MAC Document is protected by U.S.Copyright Law and Intemetlonel Trestles.Unauthorized reproduction or distribution 18 of this Moe Document,or any porton of N may result In severe civil and criminal penalties,and will be prosecuted tome maximum extent possible under the law.This document was produced by AIA software at 13:34.52 on 11/09/2017 under Order No.5778875909 1 which expires on 01101/2018.and is not for resale. User Notes: (827083098) Additions and Deletions Report for AlA®Document BIOITM- 2007 This Additions and Deletions Report.as defined on page 1 of the associated document,reproduces below all text the author has added to the standard farm AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 13:39:52 on 11/09/2017. PAGE 1 City of Aventura NE 213'h Street Aventura,FL PGAL 791 Park of Commerce Blvd. Suite 400 Boca Raton,FL 33487 Aventura Charter High School PAGE 3 $2,000,000 per person and$2,000,000 per accident for bodily iniury and property damages $1,000,000 per occurrence and$1,000,000 per accident for bodily iniury and$1,000,000 per accident for property damage. As required by law $2,000,000 with a deductible(if applicable)not to exceed$5,000 per claim.The Certificate of Insurance shall reference any applicable deductible. PAGE 9 § 4.1.1 Programming(B202Te1-2009) _OWNER -- - — § 4.1.2 Multiple preliminary designs ARCH § 4.1.3 Measured drawings NP § 4.1.4 Existing facilities surveys NP § 4.1.5 Site Evaluation and Planning(B203Ta-2007) _ARCH § 4.1.6 Building Information Modeling ARCH (E202Ta1_2008) Addldons and Deletions Report for MA Document B101' -2007(formerly B151^'-1997).Copyright m 1974,1978.1907,1997 end 2007 by The American Inslilue alArchitects.All rights reserved.WARNING:Ibis AIA' Document is protected by U.S.Copyright Law and International Treaties. Unauthorized reproduction or distribution oMMls AlAs Document,or any portion of it,may result In seven civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:39:52 on 11/09/2017 under Order No.5778875909 1 which expbes on 01/01(2018 and is not for resale. User Notes: 827 08 30 9 8) 4.1.7 Civil engineering ARCH 4.1.8 Landscape design ARCH 4.1.9 Architectural Interior Design(B252TN-2007) _ARCH 4.1.10 Value Analysis(B204Th-2007) NP 4.1.11 Detailed cost estimating NP 4.1.12 On-site Project Representation(B2074'-2008) _NP 4.1.13 Conformed construction documents _ARCH 4.1.14 As-Designed Record drawings _ARCH 4.1.15 As-Constructed Record drawings NP 4.1.16 Post occupancy evaluation _ARCH 4.1.17 Facility Support Services(B2103m-2007) NP 4.1.18 Tenant-related services NP 4.1.19 Coordination of Owner's consultants _ARCH 4.1.20 Telecommunications/data design _ARCH 4.1.21 Security Evaluation and Planning ARCH (B206Th'-2007) 4.1.22 Commissioning(B211Th-2007) _OWNER 4.1.23 Extensive environmentally responsible design NP 4.1.24 LEED®Certification(B2 I44m-2012) _ARCH 4.1.25 Fast-track design services NP 4.1.26 Historic Preservation(B2053m-2007) _NP 4.1.27 Furniture,Furnishings,and Equipment Design NP (B253TN-2007) PAGE 10 .1 Two ( 2 )reviews of each Shop Drawing,Product Data item,sample and similar submittal of the Contractor .2 Fifty-two ( 52 )visits to the site by the Architect over the duration of the Project during construction .3 Two ( 2 )inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 ( ions-One ( I )inspection for any portion of the Work to determine final completion § 4.3.4 If the services covered by this Agreement have not been completed within Twenty-four ( 24 )months of the date of this Agreement,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as Additional Services. PAGE 16 Schematic Design Phase percent ( 46)15% Design Development Phase percent ( 4320% Construction Documents percent ( 4e435% Phase Bidding or Negotiation Phase percent ( 4445%) Construction Phase percent ( 44425% ) PAGE 18 Ian A.Nestler Principal Additions and Deletions Report for AIA Document B101' —2007(formerly 8151 —1997).Copyright®1974,1978,1987,1997 and 2007 by The American Insblule of Arc/Canis.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this WM Document or any potion of It may result In severe CMI and criminal penalty,and will be prosecuted to the maximum Ment possible under the law.This document was produced by AIA software al 13.39'.52 on 11/09/2017 under Order No 5778875909_1 which expires on 01/01/2010,and is not for resale. User Notes: (827083098) Certification of Document's Authenticity AIA®Document D401 TM —2003 I, Ian A.Nestler,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 13:39:52 on 11/09/2017 under Order No. 5778875909_I from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of Al A®Document BIOITM—2007, Standard Form of Agreement Between Owner and Architect,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) NA Document D401^'—2003.Capynght C 1992 and 2003 by The American Institute of Architects.All rights reserved WARNING:This NM Document re protected by U.S.Copyright Law and International Trestles.Unauthorized reproduction or CNWbutIon of this NA* Document,or any potion of it 1 may result In seven civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 13.39:52 an 11/0912017 under Order No.5778875909 1 which empires on 01/0112018,and is not for resale. User Notes: (8270830981 ADDENDUM TO STANDARD FORM OF AGREEMENT BETWEEN OWNER,CITY OF AVENTURA AND ARCHITECT,PGAL THIS ADDENDUM to the Standard Form of Agreement between Owner, City of Aventura and Architect, PGAL(the"Agreement")is made and entered into effective as of the day of , 2017, by and between,the City of Aventura, Florida,a Florida municipality,whose business address is 19200 W. Country Club Drive, Aventura, Florida 33180 (the "Owner") and PGAL, whose business address is 791 Park of Commerce Boulevard, Suite 400, Boca Raton, Florida 33487 (the"Architect"). WITNESSETH WHEREAS the Owner and Architect desire to modify the Agreement as set forth below in this Addendum. NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED BY OWNER AND ARCHITECT,AS FOLLOWS: (1) Recitals. The above stated recitals are hereby adopted and confirmed. (2) Article 7,COPYRIGHTS AND LICENSES shall be deleted and replaced as follows: COPYRIGHTS AND LICENSES AND OWNERSHIP OF DOCUMENTS Unless otherwise provided by law,any and all records, including but not limited to reports,surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Owner. In the event of termination of this Agreement, any reports, photographs, surveys and other data and documents prepared by Architect, whether finished or unfinished, shall become the property of Owner and shall be delivered by Architect to the City Manager within seven days of termination of this Agreement by either party. Any compensation due to Architect shall be withheld until all documents are received as provided herein. All subcontracts for the preparation of reports,photographs, surveys and other data and documents entered into by Architect for a specific project shall provide that all documents and rights obtained by virtue of such contracts shall become the property of Owner. (3) Article 9,TERMINATION OR SUSPENSION shall be deleted and replaced as follows: TERMINATION OR SUSPENSION 9.1 Termination for Convenience: This Agreement may be terminated by the Owner for convenience upon ten (10)calendar days' written notice to the Architect. In the event of such termination, any services performed by the Architect under this Agreement shall, at the option of the Owner, become the Owner's property, and the Architect shall be entitled to receive compensation for any work completed pursuant to this Agreement to the satisfaction of the Owner up through the date of termination. Under no circumstances shall Owner make payment for services that have not been performed. 9.2 Termination for Cause: This Agreement may be terminated by either party upon five (5) calendar days' written notice to the other party should such other party fail substantially to perform in accordance with its material terms through no fault of the party initiating the termination. In the event the Architect abandons this Agreement or causes it to be terminated by the Owner, the Architect shall indemnify the Owner against loss pertaining to this termination.In the event that the Architect is terminated by the Owner for cause and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed a termination for convenience under Section 9.1 and the provisions of Section 9.1 shall apply. 9.3 In the event this Agreement is terminated for convenience, Architect shall be paid for any services performed to the date the Agreement is terminated; however, upon being notified of Owner's election to terminate, Architect shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. Architect acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by Owner,the adequacy of which is hereby acknowledged by Architect, is given as specific consideration to Architect for Owner's right to terminate this Agreement for convenience. 9.4 In the event this Agreement is terminated,any compensation payable by Owner shall be withheld until all documents are provided to Owner. In no event shall the Owner be liable to Architect for any additional compensation,other than provided herein, or for any consequential or incidental damages. 9.5 Suspension: The Owner may suspend the Project at any time and for any reason, immediately, and without advanced notice. If the Owner suspends the Project, the Architect shall be compensated for the services performed prior to the notice of suspension, up through the date of such suspension,provided that such services are performed to the satisfaction of the Owner. Under no circumstances shall Owner make payment for services that have not been performed. In no event shall the Owner be liable to Architect for any additional compensation, other than provided herein, or for any consequential or incidental damages. Architect shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. When the Project is resumed,the Architect's time schedule shall be equitably adjusted and agreed to in writing by both parties. 9.6 The City Manager may terminate the Agreement or suspend the work, immediately, and without advanced notice, if deemed necessary to protect the public health, safety or welfare. 9.7 Notice of termination or suspension shall be provided in writing except that notice of termination or suspension by the City Manager which the City Manager deems necessary to protect the public health, safety or welfare may be verbal notice which shall be promptly confirmed in writing. (4) Section 10.8 shall be revised as follows: Section 10.8 Subject to Chapter 119, Florida Statutes and other applicable law, 7jf the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (I) its employees, (2)those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or(3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. (5) Section 11.9,COMPENSATION FOR USE OF ARCHITECT'S INSTRUMENTS OF SERVICE, shall be deleted in its entirety. (6) Section 11.10.3, shall be deleted in its entirety and Section 11.10.4 shall be renumbered. (7) The following provisions shall be added and incorporated into the Agreement: (8) Article 14 PUBLIC RECORDS. a. Architect agrees to keep and maintain public records in Architect's possession or control in connection with Architect's performance under this Agreement. Architect additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Architect shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Owner. b. Upon request from the Owner custodian of public records,Architect shall provide the Owner with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. c. Upon completion of this Agreement or in the event of termination by either party,any and all public records relating to the Agreement in the possession of the Architect shall be delivered by the Architect to the City Manager, at no cost to the Owner, within seven (7) days. All such records stored electronically by Architect shall be delivered to the Owner in a format that is compatible with the Owner's information technology systems. Once the public records have been delivered upon completion or termination of this Agreement,the Architect shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Owner. d. Any compensation due to Architect shall be withheld until all records are received as provided herein. e. Architect's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Owner. Section 119.0701(2)(a),Florida Statutes IF THE ARCHITECT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE ARCHITECT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: CITY CLERK OFFICE Mailing address: 19200 WEST COUNTRY CLUB DRIVE,AVENTURA,FL 33180 Telephone number: 305-466-8901 Email: HORVATHE(aiCITYOFAVENTURA.COM Article 15 INDEMNIFICATION 15.1 Architect shall indemnify and hold harmless the Owner, and its officers and employees, from liabilities,damages, losses and costs, including, but not limited to,reasonable attorneys' fees, to the extent caused by the negligence, recklessness or intentionally wrongful misconduct of the Architect and other persons employed or utilized by the Architect in the performance of the services under this Agreement. 15.2 Architect acknowledges that specific consideration has been paid or will be paid under this Agreement for this hold harmless and indemnification provision, and further agrees with the foregoing provisions of indemnity and with the collateral obligation of insuring said indemnity. 15.3 The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the City Manager and the City Attorney, any sums due Architect under this Agreement may be retained by Owner until all of Owner's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by Owner. (9) Conflict. In the event that a conflict arises between the provisions of the Agreement and this Addendum,the provisions of the Addendum shall control. IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this Addendum to the Agreement upon the terms and conditions above stated on the day and year first above written. ARCHITECT: CITY OF AVENTURA, FLORIDA: By: President By: Eric M. Soroka,City Manager ATTEST: Ellisa L. Horvath, MMC,City Clerk Approved as to Form and Legal Sufficiency for the Reliance of City Only: City Attorney INITIAL PROJECT INFORMATION EXHIBIT A PG.tt DATE: 11.09.17 Architect's Project Number: 1003781.00 s Project: Aventura Charter High School, Gymnasium & Site Improvements Project Location and Site Description: 213th Street Aventura, FL 2-Acre Site c9 Other Site Information: Adjacent to, and including a portion of, Waterways Park Site remediation required by Owner Building Information: High School Building, 4-story, approx. 51,000sf Gymnasium, 1-story, approx. 12,000sf Estimated Budget Information: The overall project budget established by the City of Aventura is $12,000,000 Estimated Commencement of Construction Date: Site Remediation: March 2018 High School Building: June 2018 Gymnasium: Sept 2018 Site Improvements: May 2018 r Estimated Substantial Completion Date: All Construction: August 2019 Owner's Representative: Eric Soroka, City of Aventura, City Manager (after 1/5/18—CMCS Consulting Services, LLC) o Owner's Consultants: Charter Schools USA (Operator) Nutting Engineers (Geotechnical Engineer) Kimley Horn Associates (Traffic Engineer) Owner's Contractor: Kaufman Lynn Architect's Consultants: Civil: Kimley Horn Associates Landscape: Kimley Horn Associates Structural Engineer: Johnson Structural Group MEP Engineering: JLRD Procurement Method: Construction Manager at Risk 791 Perk of Commerce Bhd Suite 400 Boca Raton.FL 33487 IPJ 581 988 4002 [F]581 988 3002 AA 0003337 EB00008240 Scope: The Basic Service project scope includes the High School building (with utility plant), the Gymnasium and Sitework on the primary 2-acre site (including remediation by others) and within Waterways Park. Refer to Exhibit B "Site Plan" corresponding to limits of work for each building and site. Site: Design, Documentation & Permitting of Site Improvements. Civil, Landscape/Irrigation, Architectural and Electrical services. Modification and adjustment to existing conditions will be per the approved Concept Site Plan. Refer to attached Exhibit A outlining the limits of work. Owner to provide geotechnical report, and full survey including topographical and tree inventory. 1. Civil services to include: full design and documentation for water, wastewater, paving, grading and drainage. Verification of existing utilities to confirm capacity of existing water and sewer lines adjacent to the property. It is assumed sufficient capacity exists, therefore design of a new lift station is excluded. Responses to AHJ permit comments (Miami-Dade County Utilities, Miami-Dade County Fire, FDEP Water General Permit and FDEP Wastewater Permit only), as required for permit issuances. 2. Landscape services to include: full design plans, quantified plant material schedule, specifications, general notes, and planting details. Irrigation design services, including design plans and specifications. Hardscape design for High School site and walkway connections to Waterways Park. Landscape modifications within Waterways park as required. Responses to AHJ permit comments, as required for permit issuance. 3. Architectural services to include site plan refinement and full team coordination, including High School main entry main drop-off design. Review of pedestrian, vehicular and service access to and from the building. Documentation for site plan approval. 4. Electrical services to include design for site lighting for associated pedestrian walkway and vehicular drive areas. Responses to AHJ permit comments, as required for permit issuance. High School &Gymnasium: Design, Documentation & Permitting of 4-Story High School building and 1-story Gym. Full Architectural, Structural, Mechanical, Electrical, Plumbing and Fire Protection (performance based) services. A preliminary will be developed in conjunction with Charter Schools USA. 2 791 Park of Commerce Blvd. Suite 400 Boca Raton,FL 334B7 (P)581 988 4002 [F]581 9138 3002 M 0003337 EB00008240 1. Architectural: Services to include full team coordination, master site plan, architectural site plan, floor and roof plans, building elevations, building sections, wall sections, interior elevations, details and schedules. Exterior Sketchup views, colored plans and other visuals to accurately convey design vision is included. Responses to AHJ permit comments, as required for permit issuance. Building will be designed to include sustainability at the USGBC Silver level, but certification is not included. LEED or Green Globes Administration is noted as an Optional Service 2. Interior Design: Interior finish plan, interior finish schedule, millwork details and miscellaneous interior details. FF&E coordination with preferred City and/or Charter Schools USA vendors. FF&E selection is noted as an Optional Service. 3. Structural: Services to include full design and drawings for structural foundation, framing and detailing. Foundation design for covered walkways as necessary. It is assumed building will be concrete masonry block or tilt wall construction and piles will not be required. Responses to AHJ permit comments, as required for permit issuance. 4. Mechanical/Electrical/Plumbing: Complete design and documentation services. Work includes coordination with other consultants. It is assumed a central utility plant will be employed for the High School and a stand-alone system will be employed for the Gym. Responses to AHJ permit comments, as required for permit issuance. 5. Fire Protection design will be performance based. Hydraulic calculations, pipe sizing, and exact head locations be provided by the contractor. 6. Fire Alarm System layout. Shop drawings to be provided by contractor. 7. An empty raceway system will be designed for voice, data, TV, and security systems such as intrusion detection, access control, and video surveillance. The NE Team will coordinate with the Owner's security, telecom, and TV system vendors to provide for the raceways, outlet boxes, and any power needs for such systems. All cabling, devices, terminations, testing, and start-up will be provided and installed by the Owner's respective vendors for each of these systems. Low Voltage System design is noted as an Optional Service. 8. Architectural Acoustics: Confirm elements of the architectural program which are important to the acoustic success of the High School facility. Develop design approaches for the acoustic environment in the Music Room and Drama Room. This shall include room configurations, acoustic materials and reverberation and sound reflection criteria. Construction Administration: CA Services will be provided for all components of the Basic Services work in accordance with Article 3.6 of AIA Document B101. 3 791 Park of Commerce BNd. Suite 400 Boca Raton,FL 33487 (PI 561 98B 4002 (F)581 988 3002 M 0003337 E800008240 Fees: Site Services: Basic Service fee for the above noted professional services scope is a lump sum of$171,000. Planning, Civil Engineering, Landscape & Irrigation and Site Electrical Schematic Design = $17,200 Design Development = $32,100 Construction Documents = $46,900 Bid/Permit/Award = $11,900 Construction Administration = $23,900 Site Plan Approval Documents = $39,000 TOTAL Site = $171,000 High School & Gymnasium: Basic Service fee for the above noted professional services scope is a lump sum of$588,000. Architecture, Interiors, Structural, MEP/FP Schematic Design = $ 88,200 Design Development = $117,600 Construction Documents = $205,800 Bid/Permit/Award = $ 29,400 Construction Administration = $147,000 TOTAL High School & Gym $588,000 TOTAL Basic Services $759,000 Reimbursable Expenses, with applicable backup, will be invoiced monthly against a not-to- exceed amount of$34,000, —4.5% of the total fee. These expenses are to include: 1. Plotting: AHJ required permitting, Owner, Owner's consultant and/or Contractor's sets at the conclusion of each phase, and any plotting as required for team production and coordination. 2. Presentation materials including renderings and models. 3. Overnight Delivery, FedEx or Courier Service. 4 791 Perk of Commerce Blvd. Suite 400 Baca Ratan,FL 33487 (P)581 988 4002 (F)581 988 3002 AA 0003337 E800000240 As a full service team, we may provide design services beyond the scope of Basic Services, when authorized in writing. Optional Additional Services may include, but are not be limited to: 1. Site Surveying & Underground Locates 2. Geotechnical Engineering and Remediation Design 3. Traffic Engineering & Studies 4. Water Flow Test 5. Signalization at 213th Street or new/modified median cuts 6. Off-Site utility coordination for relocated hydrants, power poles or new curb cuts 7. Lift Station Design 8. Building Emergency Generator Design 9. Furniture, Fixture & Equipment (FF&E) design or procurement (coordination with CSUSA includesd) 10. Permit or Application Fees, or Expediting 11. LEED Certification (Estimated fee of$82,000, plus application costs) 12. Life Cycle Analyses 13. Low Voltage, Data, Telecom, Security or IT Systems design (empty raceway included) 14. Photorealistic Renderings and/or Computer Animations 15. Review or testing of alternate equipment or systems submitted by Contractor for approval after bidding 16. Deep (pilings) or Mat Foundation Design 17. Threshold Inspections & Material Testing 18. Specialty Engineering 19. Cost Estimating Services (to be provided by Kaufman Lynn) 20. Value Engineering services after the completion of 100% Construction Document Phase 21. As-Built Drawings at Project Completion (final, as-designed documents included in electronic format including any mark-ups provided by Kaufman Lynn) 5 791 Parc of Commerce Blvd. Suite 400 Boca Raton.FL 33487 [P)581 9B8 4002 [F]581 988 3002 M 0003337 E800008240 V fI I IITI I Milli IIII IIi C rim' i- �.� ISI ( 1E �oo � I I A, 1 S . _ . . I � IIIIIIIf1111111111, � �y W..- T �in gr U S �� Kr. �1i_II ---Th i h [511 I I Ea fi ✓�n �V�I I EXHIBIT'B' .. 11 RESOLUTION NO. 2017- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA APPROVING ADDENDUM TO THE PURCHASE AND SALE AGREEMENT WITH GULFSTREAM PARK RACING ASSOCIATION, INC. FOR THE ACQUISITION OF VACANT PROPERTY CONSISTING OF TWO (2) ACRES LOCATED ADJACENT TO AND WESTERLY OF WATERWAYS PARK ON N.E. 213 STREET ("PROPERTY") FOR MUNICIPAL PURPOSES; AUTHORIZING THE CITY MANAGER TO EXECUTE THE ADDENDUM TO THE PURCHASE AND SALE AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT "A", AND ANY FURTHER ADDENDUMS THERETO; AUTHORIZING THE CITY MANAGER AND OFFICIALS TO IMPLEMENT THE TERMS AND CONDITIONS OF THE PURCHASE AND SALE AGREEMENT AS AMENDED BY THE ADDENDUM, AND TO EXECUTE ANY DOCUMENTS NECESSARY TO EFFECTUATE THE ACQUISITION AND CLOSING OF THE PROPERTY; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Addendum to Purchase and Sale Agreement with Gulfstream Park Racing Association, Inc. ("Gulfstream Park") attached hereto as Exhibit "A" ("Addendum") amends the existing Agreement which provides for the sale to the City of Aventura ("City") of two (2) acres of vacant land located adjacent to and west of Waterways Park on N.E. 213 Street (the" Property"), a copy of which Addendum to Purchase and Sale Agreement is attached hereto as Exhibit "A"; and WHEREAS, the acquisition of the Property by the City serves a public purpose and will be utilized by the City for municipal purposes; and WHEREAS, the City Commission finds that the approval of the Addendum, substantially in the form attached hereto as Exhibit "A", and the purchase and acquisition of the Property serve a public purpose and are in the best interests of the City. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. Recitals Adopted. The above recitals are true and correct and are incorporated herein by this reference. Section 2. Approval and Execution of Addendum to Purchase and Sale Agreement; Further Addendums. The Addendum to Purchase and Sale Agreement for acquisition of the Property between the City and Gulfstream Park, substantially in City of Aventura Resolution No. 2017- the form attached hereto as Exhibit "A", together with such non-material changes as may be acceptable to the City Manager and approved as to form and legality by the City Attorney, is approved. The City Manager is hereby authorized on behalf of the City to execute the Addendum to Purchase and Sale Agreement, and any further amendments or addendums thereto. Section 3. Authorization of City Officials; Execution of Documents. The City Manager, the City Administration and the City Attorney are authorized to take any action necessary to implement the terms and conditions of the Addendum to Purchase and Sale Agreement, and to prepare, execute and submit any documents necessary to effectuate the acquisition and closing of the Property and carry out the purposes of this Resolution. Section 4. Authorization to Fund Expenditure. The City Manager is authorized to expend budgeted or reserve funds to implement the terms and conditions of the Addendum and acquire the Property. Section 5. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Commissioner , who moved its adoption. The motion was seconded by Commissioner , and upon being put to a vote, the vote was as follows: Commissioner Denise Landman Commissioner Dr. Linda Marks Commissioner Gladys Mezrahi Commissioner Marc Narotsky Commissioner Howard Weinberg Vice Mayor Robert Shelley Mayor Enid Weisman PASSED AND ADOPTED this 16th day of November, 2017. Page 2 of 3 City of Aventura Resolution No. 2017- ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 3 of 3