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05-17-2018 Commission Meeting Agenda City Manager City Commission Susan L.Grant ]Enid Weisman,Mayor Gladys Mezrahi,Vice Mayor = — Citi Clerk Denise Landman,Commissioner ]Ellisa L.Horvath,MMC Dr.Linda Marks,Commissioner Marc Narotsky,Commissioner '. Citi Attorney Robert Shelley,Commissioner �� Weiss Scrota Hellman Howard Weinberg,Commissioner �e p(�Q+ Cole&Bierman CITY COMMISSION MEETING AGENDA MAY 179 2018 9:00 a.m. Aventura Government Center 19200 West Country Club Drive Aventura, Florida 33180 1. CALL TO ORDER\ROLL CALL 2. ZONING HEARING— QUASI-JUDICIAL PUBLIC HEARING: Please be advised that the following item on the Commission's agenda is quasi-judicial in nature. If you wish to object or comment on this item, please inform the Mayor when she requests public comments. An opportunity for persons to speak on the item will be made available after the applicant and staff have made their presentations on the item. All testimony, including public testimony and evidence, will be made under oath or affirmation. Additionally, each person who gives testimony may be subject to cross-examination. If you refuse either to be cross-examined or to be sworn,your testimony will be given its due weight. The general public will not be permitted to cross-examine witnesses,but the public may request the Commission to ask questions of staff or witnesses on their behalf. Persons representing organizations must present evidence of their authority to speak for the organization. Further details of the quasi-judicial procedures may be obtained from the Clerk. RESOLUTIONS/PUBLIC HEARING: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA GRANTING CONDITIONAL USE APPROVAL TO ALLOW THE SALE AND SERVICE OF ALCOHOLIC BEVERAGES AT INDOOR AND OUTDOOR COCKTAIL LOUNGE AREAS WITHIN SERAFINA RESTAURANT LOCATED IN TENANT SPACE #1944 OF THE AVENTURA MALL EXPANSION AT 19565 BISCAYNE BOULEVARD, CITY OF AVENTURA; AND PROVIDING FOR AN EFFECTIVE DATE. 3. RESOLUTIONS/PUBLIC HEARINGS: A. CITY COMMISSION, IN ITS CAPACITY AS THE AVENTURA CITY OF EXCELLENCE SCHOOL BOARD OF DIRECTORS: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA,ACTING IN THEIR CAPACITY AS THE BOARD OF DIRECTORS FOR THE AVENTURA CITY OF EXCELLENCE SCHOOL,AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED CHARTER SCHOOL CONTRACTUAL AGREEMENT FOR THE AVENTURA CITY OF EXCELLENCE SCHOOL BETWEEN THE CITY OF AVENTURA AND THE MIAMI-DADE COUNTY SCHOOL BOARD; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION;AND PROVIDING AN EFFECTIVE DATE. Aventura City Commission Meeting Agenda May 17,2018 B. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED STANDARD FORM OF AGREEMENT, INCLUDING GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION, BETWEEN OWNER (CITY OF AVENTURA)AND KAUFMAN LYNN CONSTRUCTION,INC. FOR THE CONSTRUCTION OF THE AVENTURA CHARTER HIGH SCHOOL PROJECT; ESTABLISHING THE GUARANTEED MAXIMUM PRICE; ESTABLISHING THE CONSTRUCTION MANAGEMENT FEE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. C. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AWARDING RFP NO. 18-02-13-2 PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES TO NUNEZ TENNIS TRAINING PURSUANT TO THE AGREEMENT ATTACHED AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT BETWEEN THE CITY OF AVENTURA AND NUNEZ TENNIS TRAINING; AUTHORIZING THE CITY MANAGER TO TAKE NECESSARY AND EXPEDIENT ACTION TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. 4. 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 COMMUNITY DEVELOPMENT DEPARTMENT MEMORANDUM TO: City Commission FROM: Susan Grant , City Manager �,' BY: Joanne Carr, AICP Community Development Director DATE: May 11, 2018 SUBJECT: Request of 19501 Biscayne LLC, doing business as Serafina, for Conditional Use Approval to allow the sale and service of alcoholic beverages at indoor and outdoor cocktail lounge/bar areas within Serafina restaurant located in Tenant Space #1944 of the Aventura Mall expansion at 19565 Biscayne Boulevard, City of Aventura (02-CU-18) May 17, 2018 City Commission Meeting Agenda Item v RECOMMENDATION It is recommended that the City Commission approve the conditional use application to allow sale and service of alcoholic beverages at indoor and outdoor cocktail lounge/bar areas within the Serafina restaurant in Tenant Space #1944 of the Aventura Mall expansion at 19565 Biscayne Boulevard, Aventura, subject to the following conditions: 1. This approval shall be granted exclusively to 19501 Biscayne LLC, doing business as Serafina in Tenant Space #1944 in the Aventura Mall expansion and may not be transferred to another owner and/or operator of the restaurant or to another location. 2. Alcoholic beverages shall be sold and served only in conjunction with service of food. 3. Customers will not be permitted to remove an individual glass of alcoholic beverage or any open container from the restaurant. 4. The applicant shall obtain an alcoholic beverage license from the State of Florida and begin sales and service of alcoholic beverages within twelve (12) months of the date of the Resolution or the approvals granted shall be deemed null and void unless extended by a motion of the City Commission at the written request of the applicant, provided that the applicant has filed the request for extension within the twelve (12) month period prior to expiration. 5. The applicant shall comply with the hours of operation allowed to bars and cocktail lounges for sale of alcoholic beverages for consumption on premises pursuant to Section 4-3(d) of the City Code; namely, between the hours of 8:00 a.m. and 1:00 a.m. the following day. 6. The applicant shall conduct Responsible Vendor Training pursuant to Florida Statutes to ensure no sales are made to underage customers or to customers who may have been over-served at other establishments. 7. The conditional use approval may be terminated in the event the City Manager determines that the approval has created and/or is creating a disturbance to the community. The applicant agrees to immediately discontinue sales and service of alcoholic beverages upon written notice to the applicant of such a determination. 8. Any discontinuation of the sales and service of alcoholic beverages for a period of 180 consecutive days shall constitute abandonment and shall rescind this approval. THE REQUEST The applicant, 19501 Biscayne LLC, doing business as Serafina, is requesting conditional use approval to sell and serve alcoholic beverages in indoor and outdoor cocktail lounge/bar areas within the Serafina restaurant in Tenant Space #1944 of the Aventura Mall expansion at 19565 Biscayne Boulevard, notwithstanding the distance and spacing requirements for sale and service of alcoholic beverages in Section 4-2(a) and (b) of the City Code. (See Exhibit #1 for Letter of Intent) BACKGROUND OWNER OF PROPERTY Aventura Mall Venture APPLICANT 19501 Biscayne LLC doing business as Serafina ADDRESS OF PROPERTY 19565Biscayne Boulevard, City of Aventura (See Exhibit #2 for Location Map) LEGAL DESCRIPTION Tract R and a portion of Tract Q, Aventura Sixth Addition, according to the plat thereof recorded in Plat Book 120, Page 20 of the Public Records of Miami-Dade County, Florida (See Exhibit #3 for complete legal description) Zoning — Subject Property: B2 Community Business District Properties to the North: B2 Community Business District, and CF Community Facilities District Properties to the South: B2 Community Business District, and CF Community Facilities District, and TC1 Town Center District 2 Properties to the East: B2 Community Business District, and RMF4 Multifamily High Density Residential District Properties to the West: U Utilities District Existing Land Use — Subject property: Regional Mall Properties to the North: Library & Fire Station Properties to the South: Retail, Office & Government Center Properties to the East: Retail, Office, Hotel, Residential Properties to the West: FEC Railway Future Land Use - According to the City of Aventura Comprehensive Plan, the following properties are designated as follows: Subject property: Business and Office Property to the North: Business and Office Property to the South: Business and Office Property to the East: Business and Office and Medium-High Density Residential Property to the West: Business and Office The Site — The Serafina restaurant is located in Tenant Space #1944 on the second floor of the Aventura Mall expansion wing, as shown in Exhibit#4. The Project - Serafina restaurant is currently operating in Tenant Space #1944 of the Aventura Mall expansion. The restaurant has 2,985 square feet of interior floor area with 122 seats at tables and 1,043 square feet of exterior patio area with 64 seats at tables. The applicant has applied for a 4COP SFS liquor license from the State of Florida. The temporary license has been issued pending approval of the permanent license. This 4COP series, SFS class, license requires that the restaurant has 2,500 square feet of service area, be equipped to serve meals to 150 persons at one time, and derive at least 51 percent of gross food and beverage revenue from the sale of food and nonalcoholic beverages. It may not operate as a package store and may not sell intoxicating beverages after the hours of serving or consumption of food have elapsed. The license may not be moved to a new location. ANALYSIS Sales and service of alcoholic beverages is permitted by Code at tables inside the restaurant and at tables in the outdoor patio; however, sales and service of alcoholic beverages at the indoor and outdoor bar areas requires conditional use approval due to the distance and spacing requirements of Chapter 4 of the City Code. The applicant agreed not to place seats at the bar areas until conditional use approval is granted by the City Commission. The proposed floor plan is attached as Exhibit #5 to this report. 3 Consistency with Comprehensive Master Plan - The request is consistent with the City of Aventura Comprehensive Plan. This establishment is located within property with a Business and Office land use designation. Citizen Comments - As of the date of writing of this report, the Community Development Department has received no citizen comments. Community Development Department Analysis - Chapter 4 of the City Code regulates the sale and service of alcoholic beverages. Sections 4-2 (a) and (b) establish certain spacing and location requirements applicable to businesses selling alcoholic beverages. The Code provides that no premises shall be used for the sale of alcoholic beverages to be consumed on or off premises unless it is located at least 1,500 feet from a place of business having an existing liquor license (and not one of the uses excepted by City Code from the spacing requirements) and 2,500 feet from a religious facility or school, unless approved as a conditional use. Section 4-2 (e) of the City Code allows certain exceptions from this conditional use requirement. Dining rooms in restaurants in the B2 zoning district that serve cooked, full course meals, prepared daily on the premises, are one of the exceptions provided by this Code section. Cocktail lounges in restaurants are also an exception to the conditional use approval requirement, provided that the restaurant has 200 or more seats at tables, including bars or counters at which full course meals are available and provided that the restaurant has more than 4000 square feet of floor space. The service and sale of alcoholic beverages in the dining room of the applicant's restaurant meets the above exemption criteria of Section 4-2(e) of the City Code; however, conditional use approval is required for the applicant's proposed sale and service of alcoholic beverages at the indoor and outdoor cocktail lounge/bar areas because they do not have 200 or more seats at tables and 4,000 square feet of floor space. The indoor area has 122 seats at tables and 2,985 square feet of floor area. Outdoor patio area is not included in the calculation. A liquor survey is required to show spacing and distance to other non-exempt establishments with an existing alcoholic beverage license and to religious facilities and schools. The applicant has submitted the liquor survey attached as Exhibit #6. The survey reveals four (4) establishments with an alcoholic beverage use (which establishments are not one of the uses listed as an exception from the spacing requirements of the City Code) within 1,500 feet; those being Walgreens Pharmacy, Caviar & More! café, Beluga Bar and Piacere News Café. In addition, the survey identifies one (1) religious facility and one (1) school within 2,500 feet; those being the Aventura Turnberry Jewish Center and the Tauber School at Aventura Turnberry Jewish Center. Criteria According to Section 31-73(c) of the City Code, a conditional use approval application is evaluated using the following criteria: 4 1. The proposed use shall be consistent with the Comprehensive Plan. The request is consistent with the City of Aventura Comprehensive Plan. The future land use designation for this parcel is Business and Office. The business and office future land use designation accommodates the full range of sales and service activities. 2. The establishment, maintenance or operation of the proposed use shall not be detrimental to or endanger the public health, safety or general welfare. The establishment, maintenance and operation of the proposed service and sale of alcoholic beverages at the indoor and outdoor cocktail lounge/bar areas within the restaurant will not be detrimental to or endanger the public health, safety or general welfare. The conditions that on-premises consumption of the alcoholic beverage will be made only in conjunction with food service and that the use may be terminated by the City Manager if the use creates a disturbance or is operated in violation of the conditions of this approval will provide safeguards to ensure that the use will not be detrimental. 3. The proposed use shall be consistent with the community character of the immediate neighborhood of the proposed use. The restaurant is located on the second floor of the Aventura Mall expansion, with access from the interior and exterior of the building. The immediate neighborhood of the proposed use is comprised of retail, restaurant, office, hotel, commercial and medium and high density residential uses. The proposed use is consistent with the community character of the immediate neighborhood and existing uses within the Aventura Mall. 4. Utilities, roadway capacity, drainage and other necessary public facilities, including police, fire and emergency services shall exist at the City's adopted levels of service or will be available concurrent with demand as provided for in the requirement of these LDR's. The Aventura Mall is developed, with the expansion area approved and under construction. The proposed use will not change the current levels of service required. Utilities, roadway capacity, drainage and other necessary public facilities, including police, fire and emergency services exist at the City's adopted levels of service or will be available concurrent with demand as provided for in the City's Land Development Regulations. 5. Adequate measures exist or shall be taken to provide ingress and egress to the proposed use in a manner that minimizes traffic congestion in the public streets. The proposed use is located within the Aventura Mall expansion area. Adequate measures have been taken to provide ingress and egress to the proposed use in a manner that minimizes traffic congestion in the public streets. Ingress and egress to 5 the Aventura Mall exist on Biscayne Boulevard, Aventura Boulevard, West Country Club Drive and NE 29 Avenue. 6. The establishment of the conditional use shall not impede the development of surrounding properties for uses permitted in the zoning district. The establishment of this use will not impede the development of surrounding properties for uses permitted in the zoning district. 7. The design of the proposed use shall minimize adverse effects, including visual impacts of the proposed use on adjacent property through the use of building orientation, setbacks, buffers, landscaping and other design criteria. The restaurant is located on the second floor of the Aventura Mall expansion with both interior and exterior access. The exterior access is along the driveway between the mall building and the parking garage. It will have no visual or other adverse effects on adjacent property. The Aventura Mall expansion is providing required setbacks, buffers, landscaping and other design criteria approved by the City. 6 James E. Rauh, Partner G reenspoon Harder., 1601 Washington Avenue, Suite 300 Miami Beach, Florida 33139 Phone: 305.602.8245 Direct Phone: 305.789.2732 Direct Fax: 305.537.3928 Email:james.rauh@gmlaw.com Exhibit 1 01-CU-18 CE:'MUMITy r''."...LC7,11..7 CIN OF AVENTUF.A April 16, 2018 APR 1 8 2018 City of Aventura L do Joanne Carr, Community Development Director INmAL 19200 West Country Club Drive Aventura, Florida 33180 Re: Letter of Intent for a Conditional Use Permit for Serafina at 19501 Biscayne Boulevard, Unit 1944,Aventura, Florida 33180 Dear Ms. Carr: Our Law Firm represents 19501 Biscayne LLC (the "Applicant"), the tenant of the restaurant space (the "Restaurant Premises") located within the Aventura Mall located at 19501 Biscayne Boulevard, Unit 1944, Aventura, Florida 33180 ("Property"). The Applicant is making this application for a Conditional Use Permit as the Restaurant Premises has a bar within the space and would like to utilize that bar as a cocktail lounge/bar. While the Restaurant Premises consists of a total of 4,028 square feet and a total of 206 seats, a portion of the square footage and seating are located outdoors under a canopy, which we have been informed by you requires Conditional Use Approval. Please allow this letter, as well as the enclosed application materials, to serve as the Applicant's Letter of Intent("LOI") in connection with the foregoing application. Serafina is a global restaurant brand with locations around the world including but not limited to New York, Puerto Rico, Japan, Dubai, and Brazil. The Restaurant Premises located within the Aventura Mall is fully licensed and permitted (without the use of the bar as a`cocktail lounge/bar") and open for the neighborhood to enjoy. Copies of the Applicant's Certificate of Use and Business Tax Receipt along with a copy of the restaurant's menu have been included with the application materials. The Applicant is seeking the ability to utilize the bar within the Restaurant Premises (as shown on the enclosed architectural floor plan) as a cocktail bar rather than for the sole purpose of a service bar, i.e. allowing patrons to enjoy their meal at the bar should they choose to do so, have a drink while waiting for a table within the restaurant, etc. The Restaurant Premises is located within the B2 (Community Business (B2) District) zoning district, which is intended primarily to provide for general commercial activity for a wide range of goods and services to the entire community and sub region. A restaurant is a main permitted use in the B2 zoning district and you have informed us that a cocktail lounge within a restaurant with less than the required interior accommodations for the service of 200 or more Boca Raton I Denver I Ft.Lauderdale I Iselin I Las Vegas I Miami I Miami Beach I Naples I Nashville Nevada City I New York I Orlando I Phoenix I Portland I San Diego I Tallahassee Tampa I West Palm Beach April 16,2018 Page No.2 persons at tables and more than 4,000 square feet is a permitted conditional use. The Applicant's proposed operation of Serafina satisfies the criteria set forth in §31-73(c) of the City Code's Land Development Regulations as follows: (1) The proposed use shall be consistent with the Comprehensive Plan: Satisfied. The restaurant is a permitted use within the B2 zoning district and a cocktail lounge/bar within a restaurant is a permitted conditional use. Further, these uses are consistent with the City of Aventura Comprehensive Plan as the Future Land Use designation of the Aventura Mall is both business and office. (2) The establishment, maintenance or operation of the proposed use shall not be detrimental to or endanger the public health,safety, or general welfare: Satisfied. As set forth in the cumulative application materials, the restaurant and its controlled operation of the venue will not adversely affect the public health, safety, or general welfare. The Applicant, who has been operating for several months and has had no code violations to date. There are other venues within the Aventura Mall and within the City of Aventura that have Conditional Use Permits for the use of a cocktail lounge/bar within the restaurant that do not meet the requirements as referenced above. The use of a cocktail lounge/bar is not anticipated to create an adverse effect or disturbance to the neighboring communities. (3) The proposed use shall be consistent with the community character of the immediate neighborhood of the proposed use: Satisfied. The Restaurant Premises is located within the expansion area of the Aventura Mall as depicted on the site plan included with the application materials. Therefore, the immediate surrounding neighboring properties are located within the mall. The surrounding area of the Aventura Mall contains other commercial and retail uses, restaurants, office, hotel, and medium and high density residential uses. The restaurant use is consistent with the mall use as well as the surrounding uses. (4) Utilities, roadway capacity, drainage, and other necessary public facilities, including police, fire, and emergency services, shall exist at the City's adopted levels of service, or will be available concurrent with demand as provided for in the requirements of these LDRs: Satisfied. The Aventura Mall has existed for decades and the expansion area of the mall is developing in accordance with the approval obtained from the City of Aventura. The Applicant's use as a restaurant will not alter the levels of service nor will it alter utilities, roadway capacity, and other necessary public facilities, including police, fire, and emergency services. April 16,2018 Page No.3 (5) Adequate measures exist or shall be taken to provide ingress and egress to the proposed use in a manner that minimizes traffic congestion in the public streets: Satisfied. As the restaurant is located within the Aventura Mall expansion area, there are adequate measures for ingress and egress to the property, including access to Biscayne Boulevard, West Country Club Drive, Aventura Boulevard, and convenient access to the William Lehman Causeway. (6) The establishment of the conditional use shall not impede the development of surrounding properties for uses permitted in the zoning district: Satisfied. As the Restaurant Premises are located within the Aventura Mall expansion area, the approval of this Conditional Use for the Applicant will not impede the development of the surrounding properties for uses permitted. (7) The design of the proposed use shall minimize adverse effects, including visual impacts, of the proposed use on adjacent property through the use of building orientation, setbacks, buffers, landscaping and other design criteria: Satisfied. As the Restaurant Premises is located within the Aventura Mall expansion area, there will be no adverse effect to the approval of this application, including but not limited to visual impacts. As stated above, the Restaurant Premises build out has been completed and the Applicant is fully licensed and permitted. In light of the foregoing, and the cumulative application materials submitted herewith, we respectfully request your favorable review and approval of this application. 'Very Respectfully Submitted, tris . Rauh, Esq. the Firm Enclosures BROWARD COUNTY L_ _ — ••—•—•—•— ,ii • i Ft'UV V'I. TIr7511'Inn!TL L � '::1r •Min•NMI - MEI DADECOUNTY '• — — very Til ilrf5iTi7VTf'P*'VTi :■ Gulfstream YA HB DR. • Park .■ • .1 '_MARINA .1. Asennuu HARBOR COVE • :r Hospital WAY CIRCLE O • ' :■ &Medicaltial� i WPV ■ ui '2 Center I Q MA 1NER U el ', m Waterways1 ■ WATERWAYS Shoppes 207 ST. i ■ .r _ w ■ w ,� Q ¢ COUNTRY CLUB DR. ■ The N 2r 95 ST. �j r '• Promenade V • �• Shops en p ` IVES DAIRY RD. I 203 ST. " Cr�L� ■ :• • •�T ■ ■ L... 10 ■ .• N a_ • � :■ 201 TER. a ■ m •■ N 0 Turnberry Isle ■ '• to Resort&o Club • Z '• AVENTURA 01-v0. / • 0 `OQ' 8 ;" Fire C L • ;� Rescue Aventura Subject Site • ;a _Station Librgry�— U. 3 a a l�CC 8 ._ A. • .. OU c mac? • • ka,. ia Aventura Mall j z • • !—^�City of Aventura V LOB �J • } . Government Center `FNMA • WY. .r 192 ST. W1�UAM Q • 192 ST. •r :r �� O • 1 _ ;, 191 ST. A Q-S. •• PTIC w ;; 190 MYS • '° 5 :, Loehmann's \ - --• • . Fashion ui� —� a 3 :■ Island Q Ci m N 188 ST •- :• • 2 MIAMI ,: 187 ST. I 33180 : v GARDENS DR. 8 l• _._ . • 185 ST . • I :• X183 ST. • Daunjoundlingy t � • Atlantic • Ocean '•a Little Z Williams • :. 8iscawnc Moult in 5. Sound a :• arbour 180 ST w N 4 Lake • ; Point n S I Ja . 1/r------, -1 I .• 4.. pito • • a • OINT F :• A TOP. • k`� a 1 LEGEND 0 a ♦■ ■ria Q : • Mahle ♦• i Lake • g • •♦ r -- — -- Roadways � a ••• �� City Boundary ( •` ♦• 1 / —•—•— ZIP Code Boundary ■ •• f Railroad . : • ,.... _ , .• • 1 I�T I Exhibit 2 01-CU-18 • LEGAL DESCRIPTION PARCEL 1: TRACT "R", OF "AVENTURA SIXTH ADDITION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 120 AT PAGE 20 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. PARCEL 2: A PORTION OF TRACT"Q" OF "AVENTURA SIXTH ADDITION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 120 AT PAGE 20 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SECTION 3, TOWNSHIP 52 SOUTH, RANGE 42 EAST, DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 2729" EAST, ALONG THE NORTH LINE OF SAID SECTION 3 FOR 875.83 FEET TO A POINT ON THE CENTERLINE OF AVENTURA BOULEVARD AS SHOWN ON SAID PLAT OF "AVENTURA SIXTH ADDITION"; THENCE SOUTH 02 DEGREES 32'31" EAST FOR 73.00 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT"Q"; THENCE SOUTH 87 DEGREES 27'29" WEST, ALONG THE NORTH LINE OF SAID TRACT"Q" FOR 12.60 FEET TO A POINT OF CURVATURE; THENCE SOUTHWESTERLY AND SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 50.00 FEET AND A CENTRAL ANGLE OF 89 DEGREES 3524" FOR AN ARC DISTANCE OF 78.18 FEET TO THE POINT OF TANGENCY BEING ON THE WESTERLY LINE OF TRACT"H" OF "AVENTURA FOURTH ADDITION", ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 116, PAGE 34, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 02 DEGREES 07'55" EAST ALONG THE WESTERLY LINE OF SAID TRACT"H" FOR 423.52 FEET; THENCE NORTH 87 DEGREES 52'05" EAST FOR 26.00 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING DESCRIBED TRACT OF LAND; THENCE NORTH 87 DEGREES 52'05" EAST FOR 148.00 FEET; THENCE NORTH 42 DEGREES 52'05" EAST FOR 56.57 FEET; THENCE NORTH 02 DEGREES 07'55" WEST FOR 31.63 FEET TO A POINT OF CURVATURE; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 325.00 FEET AND A CENTRAL ANGLE OF 72 DEGREES 28'48.8" FOR AN ARC DISTANCE OF 411.13 FEET TO THE POINT OF TANGENCY; THENCE NORTH 70 DEGREES 20'53.8" EAST FOR 122.00 FEET; THENCE NORTH 25 DEGREES 20'53.8" EAST FOR 58.66 FEET; THENCE NORTH 25 DEGREES 53'40" WEST FOR 94.96 FEET TO A POINT ON THE NORTH LINE OF SAID TRACT"Q", SAID POINT ALSO BEING ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST AND BEARS SOUTH 21 DEGREES 19'21" EAST FROM THE CENTER OF SAID CURVE; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT, AND ALONG THE NORTHERLY LINE OF SAID TRACT "Q", HAVING A RADIUS OF 1505.40 FEET AND A CENTRAL ANGLE OF 04 DEGREES 34'19" FOR AN ARC DISTANCE OF 120.12 FEET; THENCE SOUTH 25 DEGREES 53'40" EAST FOR 117.40 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE SOUTHEAST AND BEARS NORTH 46 DEGREES 09'58" WEST FROM THE CENTER OF SAID CURVE; THENCE NORTHEASTERLY AND SOUTHEASTERLY ALONG THE ARC OF SAID CIRCULAR CURVE TO THE RIGHT HAVING A RADIUS OF 500.00 FEET AND A CENTRAL ANGLE OF 65 DEGREES 24'26" FOR AN ARC DISTANCE OF 570.78 FEET TO A POINT OF REVERSE CURVATURE; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 125.00 FEET AND A CENTRAL ANGLE OF 23 DEGREES 10'58" FOR AN ARC DISTANCE OF 50.58 FEET; THENCE SOUTH 13 DEGREES 08'55" EAST FOR 10.62 FEET; THENCE NORTH 76 DEGREES 51'05" EAST FOR 342.85 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, SAID POINT BEARS SOUTH 81 DEGREES 39'40" WEST FROM THE CENTER OF SAID CURVE; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 810.00 FEET AND A CENTRAL ANGLE OF 04 Exhibit 3 01-CU-18 DEGREES 4835" FOR AN ARC DISTANCE OF 68.00 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 13 DEGREES 08'55" EAST FOR 469.40 FEET; THENCE NORTH 87 DEGREES 19'28" EAST FOR 111.00 FEET (THE LAST EIGHT (8) COURSES BEING ALONG THE BOUNDARY OF SAID TRACT "4"); THENCE SOUTH 02 DEGREES 40'32" EAST FOR 42.00 FEET; THENCE NORTH 87 DEGREES 1.9'28" EAST FOR 123.00 FEET; THENCE SOUTH 02 DEGREES 40'32" EAST FOR 20.00 FEET; THENCE NORTH 87 DEGREES 1928" EAST FOR 74.00 FEET; THENCE SOUTH 02 DEGREES 40'32" EAST FOR 639.08 FEET; THENCE NORTH 86 DEGREES 44'34" EAST FOR 4200 FEET; THENCE SOUTH 02 DEGREES 40'32" EAST FOR 116.48 FEET; THENCE NORTH 81 DEGREES 11129" EAST FOR 294.34 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, SAID POINT BEARS SOUTH 81 DEGREES 1129" WEST FOR THE CENTER OF SAID CURVE, SAID POINT ALSO BEING ON THE EAST LINE OF SAID TRACT "R", AS SHOWN ON SAID PLAT OF "AVENTURA SIXTH ADDITION'; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT AND ALONG THE EAST UNE OF SAID TRACT "Q", HAVING FOR ITS ELEMENTS A RADIUS OF 4656.66 FEET AND A CENTRAL ANGLE OF 6 DEGREES 38'08" FOR 539.29 FEET; THENCE NORTH 69 DEGREES 1755"WEST FOR 25.00 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS SOUTH 69 DEGREES 18'08 EAST FROM THE CENTER OF SAID CURVE; THENCE SOUTHEASTERLY AND SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 30.00 FEET AND A CENTRAL ANGLE OF 64 DEGREES 2524" FOR AN ARC DISTANCE OF 33.73 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 85 DEGREES 0716" WEST FOR 87.61 FEET TO A POINT OF CURVATURE; THENCE SOUTHWESTERLY AND NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 30.00 FEET AND A CENTRAL ANGLE OF 92 DEGREES 5622" FOR AN ARC DISTANCE OF 48.66 FEET TO A POINT OF REVERSE CURVATURE; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 555.00 FEET AND A CENTRAL ANGLE OF 24 DEGREES 4430" FOR AN ARC DISTANCE OF 239.66 FEET; THENCE SOUTH 60 DEGREES 00'00" WEST FOR 30.86 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS SOUTH 79 DEGREES 11'39" EAST FROM THE CENTER OF SAID CURVE; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 135.00 FEET AND A CENTRAL ANGLE OF 48 DEGREES 00'00" FOR AN ARC DISTANCE OF 113.10 FEET TO A POINT OF REVERSE CURVATURE; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 726.18 FEET AND A CENTRAL ANGLE OF 29 DEGREES 1821" FOR AN ARC DISTANCE OF 371.43 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 29 DEGREES 30'00" WEST FOR 331.34 FEET TO A POINT OF CURVATURE; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 110.00 FEET AND A CENTRAL ANGLE OF 25 DEGREES 00'00" FOR AN ARC DISTANCE OF 48.00 FEET; THENCE SOUTH 35 DEGREES 30'00" EAST RADIAL TO THE LAST DESCRIBED CURVE FOR 31.98 FEET; THENCE SOUTH 29 DEGREES 58'54" WEST FOR 92.90 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHWEST, SAID POINT BEARS SOUTH 07 DEGREES 29'11" WEST FROM THE CENTER OF SAID CURVE;THENCE SOUTHEASTERLY AND NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 555.00 FEET AND A CENTRAL ANGLE OF 54 DEGREES 56'22" FOR AN ARC DISTANCE OF 532.17 FEET TO A POINT OF REVERSE CURVATURE; THENCE NORTHEASTERLY AND SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 35.00 FEET AND A CENTRAL ANGLE OF 84 DEGREES 2426" FOR AN ARC DISTANCE OF 51.56 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 53 DEGREES 02'45" EAST FOR 0.31 FEET TO A POINT OF CURVATURE; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 522.50 FEET AND A CENTRAL ANGLE OF 27 DEGREES 32'27" FOR AN ARC DISTANCE OF 251.15 FEET TO A POINT OF REVERSE CURVATURE; THENCE SOUTHEASTERLY AND SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 5.00 FEET AND A CENTRAL ANGLE OF 125 DEGREES 32'55" FOR AN ARC DISTANCE OF 10.96 FEET; THENCE SOUTH 45 DEGREES 02'32" EAST FOR 25.00 FEET TO A POINT ON THE SOUTH LINE OF SAID TRACT"Q", SAID POINT ALSO BEING ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTH AND BEARS SOUTH 11 DEGREES 34'12" EAST FROM THE CENTER OF SAID CURVE; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT AND ALONG THE SOUTH LINE • OF SAID TRACT "Q" HAVING A RADIUS OF 5594.58 FEET AND A CENTRAL ANGLE OF 04 DEGREES 1304" FOR AN ARC DISTANCE OF 411.84 FEET; THENCE SOUTH 73 DEGREES 1952" WEST ALONG THE SOUTH LINE OF SAID TRACT"Q" FOR 193.18 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCENTRIC WITH THE LAST DESCRIBED CURVE, SAID POINT BEARS SOUTH 05 DEGREES 2445" EAST FROM THE CENTER OF SAID CURVE; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 5629.58 FEET AND A CENTRAL ANGLE OF 01 DEGREES 01'21" FOR AN ARC DISTANCE OF 100.46 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, SAID POINT BEARS SOUTH 06 DEGREES 00'16" WEST FROM THE CENTER OF SAID CURVE; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 1070.17 FEET AND A CENTRAL ANGLE OF 27 DEGREES 09'18" FOR AN ARC DISTANCE OF 507.20 FEET TO THE POINT OF TANGENCY; THENCE NORTH 56 DEGREES 50'26" WEST FOR 488.24 FEET TO A POINT OF CURVATURE; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 1221.67 FEET AND A CENTRAL ANGLE OF 23 DEGREES 12'04" FOR AN ARC DISTANCE OF 494.70 FEET; THENCE NORTH 11 DEGREES 19121" WEST FOR 10.69 FEET; THENCE NORTH 09 DEGREES 46'52" EAST FOR 73.41 FEET TO A POINT ON THE ARC OF A CIRCULAR CURVE CONCAVE TO THE NORTHEAST, SAID POINT BEARS SOUTH 09 DEGREES 4652" WEST FROM THE CENTER OF SAID CURVE; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 275.00 FEET AND A CENTRAL ANGLE OF 78 DEGREES 05'13" FOR AN ARC DISTANCE OF 374.79 FEET TO THE POINT OF TANGENCY; THENCE NORTH 02 DEGREES 07'55" WEST FOR 200.00 FEET; THENCE NORTH 47 DEGREES 0755" WEST FOR 56.57 FEET; THENCE SOUTH 87 DEGREES 52'05" WEST FOR 148.00 FEET; THENCE NORTH 02 DEGREES 0755" WEST FOR 90.00 FEET ;THENCE NORTH 87 DEGREES 52'05" EAST FOR 148.00 FEET; THENCE NORTH 42 DEGREES 52'05" EAST FOR 56.57 FEET; THENCE NORTH 02 DEGREES 0755" WEST FOR 283.37 FEET; THENCE NORTH 47 DEGREES 0755" WEST FOR 56.57 FEET; THENCE SOUTH 87 DEGREES 52'05" WEST FOR 148.00 FEET; THENCE NORTH 02 DEGREES 07'55"WEST FOR 90.00 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT THE FOLLOWING PARCEL OF LAND: A PARCEL OF LAND LYING IN SECTION 3, TOWNSHIP 52 SOUTH, RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE NORTHWEST CORNER OF SECTION 3, TOWNSHIP 52 SOUTH, RANGE 42 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 87 DEGREES 2729" EAST, ALONG THE NORTH LINE OF SAID SECTION 3 FOR 875.83 FEET TO A POINT ON THE CENTERLINE OF AVENTURA BOULEVARD; THENCE SOUTH 02 DEGREES 3211" EAST FOR 73.00 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF AVENTURA BOULEVARD; THENCE SOUTH 87 DEGREES 27'29" WEST ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 12.60 FEET TO A POINT; THENCE 78.18 FEET ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 50.00 FEET AND A CHORD OF 70.45 FEET BEARING SOUTH 42 DEGREES 39'47" WEST TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF STATE ROAD NO. 5 (U.S. HIGHWAY NO. 1), AS SHOWN ON THE PLAT OF "AVENTURA FOURTH ADDITION", AS RECORDED IN PLAT BOOK 116, PAGE 34 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE SOUTH 02 DEGREES 0755" EAST ALONG SAID EASTERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 1320.72 FEET TO A POINT; THENCE NORTH 87 DEGREES 52'05" EAST FOR A DISTANCE OF 435.30 FEET TO THE PRINCIPAL POINT AND PLACE OF BEGINNING OF THE FOLLOWING DESCRIPTION; THENCE NORTH 74 DEGREES 30'00" EAST FOR A DISTANCE OF 170.36 FEET TO A POINT; THENCE NORTH 15 DEGREES 30'00" WEST FOR A DISTANCE OF 18.00 FEET TO A POINT; THENCE NORTH 74 DEGREES 30'00" EAST FOR A DISTANCE OF 491.43 FEET TO A POINT; THENCE SOUTH 60 DEGREES 3900" EAST FOR A DISTANCE OF 380.10 FEET TO A POINT; THENCE SOUTH 29 DEGREES 30'00" WEST FOR A DISTANCE OF 6.62 FEET TO A POINT; THENCE SOUTH 60 DEGREES 30'00" EAST FOR A DISTANCE OF 94.67 FEET TO A POINT; THENCE SOUTH 29 DEGREES 3000" WEST FOR A DISTANCE OF 78.54 FEET TO A POINT; THENCE SOUTH 60 DEGREES 3900" EAST FOR A DISTANCE OF 31.21 FEET TO A • POINT; THENCE SOUTH 15 DEGREES 30'00" EAST FOR A DISTANCE OF 510.00 FEET TO A POINT; THENCE SOUTH 74 DEGREES 30'00" WEST FOR A DISTANCE OF 69.02 FEET TO A POINT; THENCE SOUTH 25 DEGREES 00'00" WEST FOR A DISTANCE OF 85.78 FEET TO A POINT; THENCE NORTH 65 DEGREES 00'00 WEST FOR A DISTANCE OF 162.20 FEET TO A POINT; THENCE 320.42 FEET ALONG AN ARC TO THE RIGHT, HAVING A RADIUS OF 2250.00 FEET AND A CHORD OF 320.15 FEET AND BEARING NORTH 60 DEGREES 55'13" WEST TO A POINT; THENCE NORTH 56 DEGREES 5026" WEST FOR A DISTANCE OF 325.26 FEET TO A POINT; THENCE NORTH 49 DEGREES 4723.6" WEST FOR A DISTANCE OF 485.32 FEET TO THE PRINCIPAL POINT AND PLACE OF BEGINNING. FURTHER LESS& EXCEPTING FROM PARCEL 2 THE FOLLOWING DESCRIBED LANDS CONVEYED TO THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, BY SPECIAL WARRANTY DEED RECORDED IN OFFICIAL RECORDS BOOK 17502, PAGE 4216 OF THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA,TO-WIT: THOSE PORTIONS OF TRACT "Q", AVENTURA SIXTH ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 120, PAGE 20, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, IN THE NORTHWEST ONE-QUARTER (N.W. Va) OF SECTION 3, TOWNSHIP 52 SOUTH, RANGE 42 EAST, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF SAID TRACT"Q'; THENCE ALONG THE WEST LINE OF SAID TRACT"Q", FOR THE FOLLOWING THREE (3) COURSES, (1) NORTH 02 DEGREES 07'21" WEST, A DISTANCE OF 29.240 METERS (95.93 FEET); (2) THENCE NORTH 01 DEGREES 28'13" EAST, A DISTANCE OF 43.775 METERS (143.62 FEED; (3) NORTH 02 DEGREES 0721" WEST, A DISTANCE OF 82.872 METERS (271.89 FEET) TO REFERENCE POINT "A" AND THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID WEST LINE, NORTH 02 DEGREES 0721" WEST, A DISTANCE OF 27.432 METERS (90.00 FEET); THENCE NORTH 87 DEGREES 53'07" EAST, A DISTANCE OF 0.457 METERS (1.50 FEET); THENCE SOUTH 02 DEGREES 0721" EAST, A DISTANCE OF 27.432 METERS (90.00 FEET); THENCE SOUTH 87 DEGREES 53'07" WEST, A DISTANCE OF 0.457 METERS(1.50 FEET) TO THE POINT OF BEGINNING. AND COMMENCE AT THE AFOREMENTIONED REFERENCE POINT "A"; THENCE ALONG THE WEST LINE OF SAID TRACT"Q", FORTH FOLLOWING FIVE (5) COURSES, (1) NORTH 02 DEGREES 0771"WEST, A DISTANCE OF 27.432 METERS (90.00 FEET); (2) THENCE NORTH 14 DEGREES 48'10" WEST, A DISTANCE OF 12.497 METERS (41.00 FEET); (3) NORTH 02 DEGREES 0721"WEST, A DISTANCE OF 15246 METERS (50.02 FEET); (4) THENCE NORTH 01 DEGREES 50'16" EAST, A DISTANCE OF 39.719 METERS (13031 FEET); (5) THENCE NORTH 02 DEGREES 0721" WEST, A DISTANCE OF 43.721 METERS (143.44 FEET) TO THE POINT OF BEGINNING; THENCE CONTINUE ALONG SAID WEST LINE, NORTH 02 DEGREES 0721" WEST, A DISTANCE OF 27.432 METERS (90.00 FEET); THENCE NORTH 87 DEGREES 53'01" EAST, A DISTANCE OF 0.457 METERS (1.50 FEET); THENCE SOUTH 02 DEGREES 07'21" EAST, A DISTANCE OF 27.432 METERS (90.00 FEET); THENCE SOUTH 87 DEGREES 53'01" WEST, A DISTANCE OF 0.457 METERS (1.50 FEET) TO THE POINT OF BEGINNING. PARCEL 3: ALL THOSE CERTAIN PLOTS, PIECES OR PARCELS OF LAND, SITUATE, LYING AND BEING IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: "OUADRANT D" A PORTION OF TRACT "Q" OF "AVENTURA SIXTH ADDITION", ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 120 AT PAGE 20 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE S.E. CORNER OF TRACT"R" OF SAID PLAT OF "AVENTURA SIXTH ADDITION", SAID POINT BEING ON A CURVE CONCAVE TO THE N.E.; THENCE ALONG THE WESTERLY RIGHT- OF-WAY LINE OF WEST COUNTRY CLUB DRIVE FOR THE FOLLOWING THREE (3) COURSES; (1) THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 4656.66 FEET AND A CENTRAL ANGLE OF 6 DEGREES 38'08" FOR 539.29 FEET TO A POINT ON SAID CURVE AND THE POINT OF BEGINNING OF THE PARCEL OF LAND HEREINAFTER DESCRIBED; (2) THENCE CONTINUE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 4656.66 FEET AND A CENTRAL ANGLE OF 2 DEGREES 49'41" FOR 229.85 FEET TO A POINT OF REVERSE CURVATURE; (3)THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 1275.14 FEET AND A CENTRAL ANGLE OF 9 DEGREES 32'14' FOR 212.25 FEET TO A POINT OF COMPOUND CURVATURE OF A CURVE TO THE RIGHT; THENCE SOUTHEASTERLY, WESTERLY AND SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 50.0 FEET AND A CENTRAL ANGLE OF 86 DEGREES 0934" FOR 75.19 FEET TO A POINT OF COMPOUND CURVATURE OF A CURVE TO THE RIGHT; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 5594 .58 FEET AND A CENTRAL ANGLE OF 1 DEGREES 00'20" FOR 98.19 FEET TO A POINT; THENCE N 45 DEGREES 0232" W FOR 25.00 FEET TO A POINT ON A CURVE TO THE LEFT, SAID POINT BEARS 5 45 DEGREES 0232" E FROM THE CENTER OF SAID CURVE; THENCE NORTHEASTERLY, NORTHERLY AND NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 5.00 FEET AND A CENTRAL ANGLE OF 125 DEGREES 3255" FOR 10.96 FEET TO A POINT OF COMPOUND CURVATURE OF A CURVE TO THE RIGHT; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A. RADIUS OF 522.50 FEET AND A CENTRAL ANGLE OF 27 DEGREES 32'27" FOR 251.15 FEET TO A POINT OF TANGENCY; THENCE N 53 DEGREES 02'45" W FOR 0.31 FEET TO A POINT OF CURVATURE OF A CURVE TO THE LEFT; THENCE NORTHWESTERLY, WESTERLY AND SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 35.00 FEET AND A CENTRAL ANGLE OF 84 DEGREES 24'26" FOR 51.56 FEET TO A POINT OF REVERSE CURVATURE; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 555.0 FEET AND A CENTRAL ANGLE OF 54 DEGREES 5622" FOR 532.17 FEET TO A POINT ON SAID CURVE, SAID POINT BEARS S 7 DEGREES 29'11" W FROM THE CENTER OF SAID CURVE; THENCE N 29 DEGREES 58'54" E FOR 92.90 FEET; THENCE N 35 DEGREES 30'00" W FOR 31.98 FEET TO A POINT ON A CURVE TO THE LEFT; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 110.0 FEET AND A CENTRAL ANGLE OF 25 DEGREES 00100" FOR 48.00 FEET TO A POINT OF TANGENCY; THENCE N 29 DEGREES 30'00" E FOR 331.34 FEET TO A POINT OF CURVATURE OF A CURVE TO THE RIGHT; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 726.18 FEET AND A CENTRAL ANGLE OF 29 DEGREES 18'21" FOR 371.43 FEET TO A POINT OF REVERSE CURVATURE OF A CURVE TO THE LEFT;THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 135.0 FEET AND A CENTRAL ANGLE OF 48 DEGREES 00'00" FOR 113.10 FEET TO A POINT ON SAID CURVE; THENCE N 60 DEGREES 00'00" E FOR 30.86 FEET TO A POINT ON A CURVE TO THE RIGHT, SAID POINT BEARS N 63 DEGREES 19'08" EAST FROM THE CENTER OF SAID CURVE; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID CURVE TO THE RIGHT HAVING A RADIUS OF 555.0 FEET AND A CENTRAL ANGLE OF 24 DEGREES 4430" FOR 239.66 FEET TO A POINT OF REVERSE CURVATURE OF A CURVE TO THE LEFT; THENCE SOUTHEASTERLY, EASTERLY AND NORTHEASTERLY ALONG THE ARC OF SAID __. CURVE TO THE LEFT HAVING A RADIUS OF 30.0 FEET AND A CENTRAL ANGLE OF 92 DEGREES • 56'22" FOR 48.66 FEET TO A POINT OF TANGENCY; THENCE N 85 DEGREES 07'16" E FOR 87.61 FEET TO A POINT OF CURVATURE OF A CURVE TO THE LEFT; THENCE ALONG THE ARC OF SAID CURVE TO THE LEFT HAVING A RADIUS OF 30.0 FEET AND A CENTRAL ANGLE OF 64 DEGREES 25'24" FOR 33.73 FEET TO A POINT ON SAID CURVE; THENCE S 69 DEGREES 1755" E FOR 25.0 FEET TO THE POINT Of BEGINNING. PARCEL 4: A PORTION OF TRACT"Q" OF AVENTURA SIXTH ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 120, PAGE 20, PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHWEST CORNER OF TRACT "R" OF SAID PLAT OF AVENTURA SIXTH ADDITION, ACCORDING TO THE PLAT THEREOF, RECORDED IN PLAT BOOK 120, PAGE 20 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE NORTH 02 DEGREES 40' 32" WEST, ALONG THE WEST BOUNDARY LINE OF SAID TRACT"R" AND ALONG THE BOUNDARY LINE OF SAID TRACT "Q", FOR 116.48 FEET TO THE POINT OF BEGINNING OF THE HEREINAFTER DESCRIBED PROPERTY; THENCE CONTINUE NORTH 02 DEGREES 40' 32" WEST, ALONG THE PREVIOUSLY DESCRIBED LINE OF 700.65 FEET; THENCE SOUTH 87 DEGREES 19' 28" WEST, ALONG THE BOUNDARY LINE OF SAID TRACT"Q", FOR 239.00 FEET; THENCE SOUTH 02 DEGREES 40'32" EAST FOR 42.00 FEET; THENCE NORTH 87 DEGREES 19'28" EAST FOR 123.00 FEET;THENCE SOUTH 02 DEGREES 40'32" EAST FOR 20.00 FEET; THENCE NORTH 87 DEGREES 19'28" EAST FOR 74.00 FEET; THENCE SOUTH 02 DEGREES 40'32" EAST, ALONG A UNE 42.00 FEET WEST OF AND PARALLEL WITH THE WEST LINE OF SAID TRACT "R", FOR 639.08 FEET; THENCE NORTH 86 DEGREES 44'34" EAST FOR 42.00 FEET TO THE POINT OF BEGINNING. 2 4 AS SCOPE OF VOZONING INFORIA4I SCu. 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EVEUEEE ENS&root FEET SOL L OWING A 5 ruArrocr LIME FROM THE mow-DOOR 01 ot r TrOPOTOU REVIVE / Ton¢rvEAms AN OFFHEO o re II BRAND I L Of CAFE ED CA I SD AI Ha R RISC.;ANS BOULEIRR D A IMP ADEN I MEMOS 1.1180 ME A SURES 2 murmur,'RESIDE TO I INN WARTED AT 19900 WEST LOUN FR V CLUB DREW ARLIE TURA EL I HEW ON OH DE E THE PHEMCEES THE RMO FPP V DIS T ANC E"E QUM'S E CS'S SHAS° SE MEASURED SS WI WE T.FOLLOL RING A %PRA/CHI UNE FROM ow-rr crow DOUR ER ME PROPOSED PLR I DE [OLE OWING A S TR AIGH T LINE I ROM THE:22401 r.r FAIR I ION OF[Re AERIES].UHL OF ME PLACE OF MEASURE S106 F S CI FOLLOW IMG A nnurroroo ort cuou IHE FRONT DOOR 01 rut PROPOU 0 RALE S UN:SSC'r°TUE NEGRESS MINI IN RR ARQUAGG Re RR°SEVERE'S;ISU NSE'CUP nr BUSINESS To THE NEAR,S I WOW 01-DIE 6 ROUNDS RE I AIL RED'RAGE LICENSE 4COP SUSME SS F PELLA LUNA LOLA0 ED AI 395PP BISCAYNE BOLLS VA RD WIRE AD NTIIRA,FL 331TO MEASURES FRI DIST ANI E FROM RELIGIOUS F AN E II l'OR SCHOOL UNIFY.APPROVE IA AS A conrornoNAL USE no I LI-I HA LOWING A smnx.k 4.r I WE PROM IIII FRONT ODOR OF THE PROPOSED PEALE OF BURN&SS PREMISES SHAM Br 1I5111 I Ill?THE SAL E OF AI MIRA 01 BEVERAGES TO BE CONSUMED ON OH OFF FEE,FOL L 06C/NG A STRA6GAn I ENE'HEIM THE GROB I DOOR(3 I-MR PROPOSED PLACE or BUSINESS To I Ilk NI AHEM DORF OF THE GROUNDS ID I Alf BE VERAIL I TENSE 4COY In t MEIOSES MR RR THE S TRuc RIFE OR IN ALE OS BUSINESS WI ENDED FOR WWII,Sr IS I OC.A Il V TO THE NE ABS S I'POW F OF rut GROUNDS HS LW PEW HI ASS LICENSE SAPS LESS THAN A en FEE 1 FROM A 10 I NARA P ACP ITV OR SC DOW IIR 2 RN-FOOT DISTANCE E. SI IMA MASH OC A IED AI I9515 HEM AYNI ROE IL L VERSE F1206'nen run+tr WIWI Ill*SURE S I 4ING 'WOMB W Nr SHALL el MEASURED AND (OW LH ED As PP]OW} 4 CHRIS GRIM A RAR LocArEo AI 19905 BISCAY NE PAPULE V ARO AWN PIRA FL 13180 MEASURES I 310 FEE I r ocroWINC.A 5 TRAK.KI EINE FROM DV;ROW VOGT(Ill ISIE PROPOSED PLACE OF BUSIM E E al 1 I FOLLOWING A 5 MAWR?LINE I-fl OM r0 OE FRONT DARR OF THE PIFER OSED PI AM CR RUM N E SS r()PIE NEAREST POINT OF TR(ROUNDS RS LW BEVERAGE LICENSE MAP FIRM A RELIGIOUS I ELKO 1 Y I HE WS TANGA MAAR BE MEASURED BY EOM OWING A sr omer.nr-um- SO ER NE ARES'RUIN'"T°HE PRaPP`p V NEL"SAW RASE°F I NIU U°CIE Enos.airy r Rory,'DOOR OF THE PROPOSED P0 ACE Of EL PAM S ID INI NE APES;PUNT OF EFIE o PIE CHEERLAIE E F MA REY r PLATED AT I0501 50SC AY NE BOUM RAPT 5791 AVE ARRA FL MIN RELIGIOUS I Al II CR SUURNUS AND 5 RUSHER roucorox rot Au Li Al JO II NE 19904 SPREES AVEN T UR A 0 I R ISO MEASURES I IR FLET MEASURE S 3 V ROL I CASINO A STRAIGHT LINE l'VW THE FRONT DOOR co IIIE PROPOSE il PI ACE or c OWING A snaurour our Awry TUE MONT POOR Ill I HE PROPOSED PE ACE OE BUSINESS To RIF BUSINESS TO FR'IRMA"'ERNI IIE HIE GERI"'VIV IAP EEL"NAGA LIPERSR'POP NEAREST POWS OF IRE GROUND A nr JAIL 82 VI-leAL E I!LENS;2.APS FROM A SCHOOL rut DIS TANCE SHAH BE MEASURED AY i'1.,i 1 OWING A S"BARBI LINE FREW THE I HEW 1 VALID OE MI ME()POSED PL ACE OF BUSINE5s To THE NEAREST POINT or Tut sr I ICNOL I▪4 I I ET PRI OISMIC A E.WARR I„N„R OM THE„BHT DOI L I X THE PROPOSED PLACE Os 4 SERIE I ASIAN BAR X GRILL COCA 11 o A r WOO NI 19 III AVENUE ARAFURA I L 131130 ME ASHRES E 55 0 REEL FOLLOWING A STRAW PI UNE SPCA.THE FRONT 00011 OF IHE PIED"WISED PLACE OF PRIM-SS SHOUNOS &roues..10 SPE REAVES T POINT OF TVS SHIMMER RE I AIL BEVERAGE LICENSE WEEP JO ow M ARES.T POINT DI ISE GROWN'S R F T AO 00°L I HALL UCEN5E ICOR 0 511S14 I.E X CARE GLOOMINGON WS L CB AI E 0 AT r CO55 BISCAYNE WAD E HMV NAM AL EN TUR A PE 7 I URNBERHY ISLE RESORT AND CLUBITENNIS C l VELIGOI I COUR SEA ACAINA GRILL LOCAIED AT 1599A 33110 MEASURES?El V I E E I FOLLOWING A STRAIGHT LINE ARAM IIP FRONT-DOOR OF THE P REV WES 1 couNIR r CI us DRIVE AVE NIIIRA I C 33 WO ME A SURES I 3 II SEES FOE LOWING A E.I RABA I rot "221 OE WISPS WE TO HEE NEAP,SE HAAN T Or THE GROUNDS HE 0 An El VI RALE uu NsE sccv FROM THE MON/DORR 01 THE PROPOSED PLACE OF IRSINESS In I INNEAR EST POINT CR THE A al&VGA BAR I°GAB I)AI Ws 15 BIM A BEBE BOULEVARD 00(20W AM HT URA r e J31E10 MEASURES I WO GROUNDS BET AN SUMMER ENTIRE al IRE FER I c IA I WEEMS A 5 MUCH I EINE FROM II Ir/RON r DOOR OF THE PROPOSED EL Al I'OF BU SINE SS X KOSHER SPREE maw I CRATED AT 20300 WES T 0 Di INTRA CLUB DRIVE trot AVENT ORA I C lEIBEI I GI'ILE WEARES II PUNT IS CLE SICILIANS'S REIRG BEVER PV'E PP'MVP SC DA sour 5 r 550 PE L 0 FOLLOPANS A”InArnnr Snot MOB THE WNWI DOOR Ill DP Pin UPOSED K LAMAR X MORE I DCA TELE AT IWO I BISCAYNE,BOOLE CARD turret A v.6p.II I RA F,13 IBA MEASURE S PEASE OF REP'NESS TO°TT NEAREST PRIG r OT NC AMAIN" RESINS BEVERAGE LICENSE NCI I 04`1 rot;SOILMEWNG A STRAKER,I DP FROM I HA FRONT DOUR OF PIE WAR OMR orAcr OF AV ALVA e LAP/NM-DE rEnmeur BUSINESS TO I IN M ARES T POINT OF rnt nnounos we?An III DOSAGE CMS NSF 2COR L RA FREESE tourrst LOCATE?AI 59575 BIS(AIME BOULEVARD 5313 Avnivr IIRA .L 37180 1 W A BCE 10 IS S OF A VENT URA I IR A I ED AI 1010 I BISCAYNE BOULEVARD AVE-NILSON FL IS WIN 1.11&AWES 2 0III FEET FOIL OWING A SMARR!cur rucur THE FRONT croon OF MR PIRIPOSI M MEASURES 895 FEE I IOU UMW,A S MAIO'S?"LINE FROM I HE FRONT DOOR L II HIE PROPOSED PE ACE Or lil SINE SS 00 I IIE NE MIDST Is OIN I DI FE W(WOUNDS RE TAIL BEVERAGE OCEANS R CIP PLACE OE RUSIN.IN SEE ro'CO NE ARC:TOON,'OF THE cRouNDA to menw CIAO E COCCI GS LEARNING ruin Inn r Arno Ar 30445 OJSCAYNE BOW E W P E'll A VI I W URA FL M MP OUR S BRACERS AND S IP E.I OE A TED A? 19503 BISCAY NE SERLES AWE SN204 AWN I(IPA FL 11(so nor Asoies r*55&Et I f OLLOW NC A 5 MAK 1 t I LIN!I ROW THE 2 ennir noon cm I HE FRcwou n SP a°MEASURr V VGPP Pa VRAL LIMN('V GIRAURN I INE FROM Ih?ERDNrneT°R ar-THE PR°P°SPD II API CN BUSINESS ID FEW NE AIL SI PRAT OF ern-GROUNDS RI rAil acrountr I le post 2C OP R°ALE OA BUSMESS TO T"A°WARE ST AWN'SU WE URESENUU A PACERS LOC AR D Ar oars no SC AY Mt nave Fyn%0 on rox A DENIERS;.0 I OS WO MEASURES r 450 AOILOWINS A STRAPP.Ir SINS A LASEM NU/ION T 5O°5 OF IRE ARGENRE II"ACE GI GUAM AA NI RIE LEO L THEE(NSF'ATESNICT RS IINNI FECN;INITrLGINPL OtIn INAS RTH:TETAIFHLUNBEtcr9.96.1°Er,crcHesELINIECCEPESLC N SI-E I C BUSINESS PEARL a PQM'..P ML SEASUL LU I s o nnumpEns PAW PI A ynnounp EQUIPMENT LOnn a a Ar crs5 1I05 NE 19.0TH 5 TWEE/AMEN TURA o r nn BMW UN OIL a e r r LOLA/SP A I ID VIE Ell SC AVM BOW I YARD SRO AVE NIIIHA BI 313R0 II WM MEASURES 2 MB I LEI P&LOWRIE A ,DEMOB,'LINE FROM rue nanny nom or I IV ERASURES r 450 FEE T FULLOWENG A S TRAIL II I UNE FROM THE FREW I DI A IR OF nne PROPOSED PROPOSED PL ACE oa nu,.ow-as.TO 010 10 VIREST FORD oF T,R MEDI INDS P I ACE OP acrytur..3 ID rrver PEARLS I Pour Or DA GROUNDS ve-TAIL BEVERAGE I MERSA 4(CP SPECIFIC PURPOSE SURVEY attrim PROPERTY AODRESS: SURVEY #266182A SERAF I NA r 19501 BI SCATHE B0ULEVARD PROFESSIONAL SURVEYING ANO MAPPING UNIT 1944 . .LANNES AND GARCIA, INC. AVENSURA, FLORIDA 23180o All� tett209a FRANCISCO F.FAJARDO PSM II 4/6/(OUAIIFIER) .p 2IOO SW 3/113 AVENUE, MIAMI FLORIDA 33133 PH(3959 666-7909 FAX 1305)447,25W DATE OF FIYLD: FEBRUARY 16, 2018 9,4 APPLICANT REPRESENTATIVE AFFIDAVIT Pursuant to Section 31-71(b)(2)(i)of the City of Aventura Land Development Code,this Applicant Representative Affidavit is hereby made and submitted. The undersigned authorized representative of the individual or entity applying for the Development Permit,which is identified in the accompanying application,and the owner d the properly subject to the application(if different)hereby lists and identifies all persons representing the Individual or entity applying for the Development Permit in connection with the application,as folbws Name Relationship (i e Attorneys,Architects, Landscape Architects,Engineers,Lobbyists,Etc) Michael Baccaro Applicant Representative,Manager of 19501 Biscayne LLC James E.Rauh,Esq. Attorney,Greenspoon Marder LLP Adrienne Notch Esq. Attorney,Greenspoon Marder LLP Francisco FajardoSurveyor,Vice President of Lannes and Garcia,Inc. Kobi Karp Architect,Kobi Karp Architecture&Interior Design (Attach Additional Sheets If Necessary) NOTICE: ANY STATEMENT OR REPRESENTATION MADE BY ANY PERSON LISTED ON THE APPLICANT REPRESENTATIVE AFFIDAVIT SHALL BE BINDING UPON THE INDIVIDUAL OR ENTITY APPLYING FOR THE DEVELOPMENT PERMIT AND THE OWNER OF THE SUBJECT PROPERTY. APPLICANTS AND AFFIANTS ARE ADVISED TO TIMELY SUPPLEMENT THIS AFFIDAVIT PURSUANT TO SEC.31-71(B)(2)(Itl)OF THE CITY'S LAND DEVELOPMENT REGULATIONS IN THE CITY CODE,IN THE EVENT THAT PRIOR TO CONSIDERATION OF THE APPLICATION BY THE CITY BOARD OR COMMISSION, THE INFORMATION PROVIDED IN THE AFFIDAVIT BECOMES INCORRECT OR INCOMPLETE. WITNESS MY HAND THIS Ing— DAY OF April 20019 AUTHORI ED REP ENTATtVE OF APPLICANT OWNER By: By. _— (Signature) (Sgnature) Name:Michael Baccaro Name. (Print) Tile'Manager of 19501 Biscayne LLC (Print) _ Title:_ Address:846 Lincoln Road,6th Floor Address: Miami Beach,Florida 33139 STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) Before me the undersigned authority personally appeared Michael Baccaro as the authorized representative of the Applicant and/or the owner of the properly subject to the application, who being first by me duly sw did swear or affirm that he/she executed this Affidavit for the purposes staled therein and that it is true and coned. phi SWORN TO AND SUBSCRIBED BEFORE ME thissday of f , 2 Q61 Notary Public State of Florida Al Large Printed Name of Notary My commission expires. MICHELE RENNERT a) 7'.44) Commission p FF 929937 vits:' Expires October 20,2019 BMd ram Toy MS Luse 10131114,01B • 9,, BUSINESS RELATIONSHIP AFFIDAVIT* This Affidavit is made pursuant to Section 31-71(b)(2)(ii)of the City of Aventura Land Development Code. The undersigned Affiant hereby diisdoses that. (mark with'x'/applicable porton only) M'. Atiant does not have a Business Relationship with any member of the Guy Commission or any City Advisory Board to which the application will be presented I I2. Affiant hereby discloses that it does have a Business Relationship with a member of the City Commission or a City Advisory Board to which the application will be presented,as follows. (List name of Commissioner or Advisory Board Member) who serves on the (List City Commission or City Advisory Board upon which member serves). The nature of the Business Relationship is as follows. II i. Member of City Commission or Board holds an ownership interest in excess of 1%of total assets or capital stock of Applicant or Representative, Hi Member of City Commission or Board is a partner,co-shareholder(as to shares of a corporation which are not listed on any national or regional stock exchange)or joint venturer with the Applicant or Representative in any business venture', I]iii The Applicant or Representalive is a Client of a member of the City Commission or Board or a Client of another professional working from the same office or for the same employer as the member of the City Commission or Board, (I iv. A City Commissioner or Board member is a Cliental the Applicant or Representative, I I v The Applicant or Representative is a Customer of the member of the City Commission or Board(or of his or her employer)and transacts more than$10,000.00 of the business of the member of the City Commission or Board(or his or her employer)in a given calendar year, (]vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts more than$25,000.00 of the business of the Applicant or Representative in a given calendar year. WITNESS MY HAND THIS /cAY OF APRIL 2008 APPLICANIREPR ENTATIVE: (Signature) Name.MICHAE BACOARO (prim) Title MANAGER OF 19501 BISCAYNE LLC (Print) WITNESS MY HAND THIS /3' DAY OF APRIL •200 PROPERTY OWNER. By'' (Sgnatwe) Name (Print) The (Pant) 'The terms "Baseless Relationship," "Client" 'Customer" Applicant' "Representative`and "Interested Person"are defined in Section 2-395 o7 the Aventma City Code WITNESS MY HAND THIS A DAY OF APRIL 200 REPRESENTATIVEp� / (Listed on Business Relationship Affidavit) By Y1fyp,L >-t^—'----- (Sgnature) By (Signature Name.M1CHAEL aACCARO (Print) Name' _ _(Print) Title':APPLICANT ANLGE OFs1sms REPRESENTATIVE LLC (Print) Title:.. .. (Pant) By. (Signature) By:. (Signature Name (Print) Name (Pring Title: (Pant) Title: (Print) By. _ (Sgnature) By. (Signature Name. _(Print) Name (Print) Title: _(Print) Title'. (Print) By. (Sgnature) By. (Signature Title: _ _(Pant) Title: (Print) Tale: (Print) Title. (Print) By _(Signature) By (Signature Title. (Print) Title. (Print) Title (Pro) Title. _ (Punt) By: (Signature) By: (Signature Title: (Print) Title. _(Pnnt) Title: (Print) Title: (Piing NOTE: 1) Use duplicate sheets if disclosure information for Representative varies 2) Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-71(b)(2eiv) of the City's Land Development Regulations in the City Code, in the event that prior to consideration of the application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or incomplete. NOTARIZATION PROVISION STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) Belle me,the undersigned aumpity,petscnally appeared MICHAEL BACCARO the Affiant who ng first by me duly sworn,did swear or affirm that he/she executed Oris Affidavit b the purposes stated Neren and that it is true and correct. R y /-�� AFFIANT SWORN TO AND SUBSCRIBED before me this/¢-Flay of APRIL 24ir'7721-0/'/// 7/24"4-4671 -- Notary Pude Slate of Fluids Al Large MICHELE RENNERT Printed Name of Notary Cammissbn#FF 929437 My canmsthon expires-. Expires October 20,2019 —4n4fAnyA RF swam.south-um STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) Before me,the undersigned autonty,personally appealed _ _ _ the Affiant,who being first by me duly sworn,did swear or affirm that he/she axecuted Mrs Affidavit b the purposes stated therein and that it is true and correct. AFFIANT SWORN TO AND SUBSCRIBED bebre me this day of _. —200_ Notary Public State of Flails At Large Panted Name of Notary roy commission expires. _ _. _ STATE OF FLORIDA ) COUNTY Of MIAMI DADE) Before me,the undersigned authority,personally appeared Ne Affiant,who being first by me duly swan,did swear or affirm mat he/she exeated this AOdavil for me purposes stated heroin and that it is bye and correct AFFIANT SWORN TO AND SUBSCRIBED bebre me his__._day of - _200_ Nday Public Stale of Node At larye Printed Name of Notary My commission expires... -.. -. STATE OF FLORIDA ) COUNTY OF MIAMI DADE) Belle me,me undersigned authority,personally appeared__. - - the Affront who bang first by me duly sworn.did swear or affirm mat he/she executed this Affidavit forte purposes slated therein and that it is bye and cored AFFIANT SWORN TO AND SUBSCRIBED She me this -day of _. 200 Notary Public State of Florida At Large Printed Name of Notary My commission expires., _ r ` BUSINESS RELATIONSHIP AFFIDAVIT* This Affidavit is made pursuant to Section 31-71(b)(2)(ii)of the City of Aventura Land Development Code. The undersigned Affiant hereby discloses that. (mark with"x applicable portions only) V]1. Affiant does not have a Business Relationship with any member of the City Commission or any City Advisory Board to which Me application will be presented. 112. Affiant hereby discloses Nal it does have a Business Relationship with a member of the City Commission or a City Advisory Board to which the application will be presented,as follows: (Lisi name of Commissioner or Advisory Board Member) who serves on the (List City Commission or City Advisory Board upon which member serves). The nature of the Business Relationship is as follows: I]i Member of City Commission or Board holds an ownership interest in excess of 1%of total assets or capita'stock of Applicant or Representative, I f it Member of City Commission or Board is a partner, m-shareholder(as to shares of a corporation which are not listed on any national or regional stock exchange) or Point venturer with the Applicant or Representative in any business venture; (]iii. The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another professional working from the same office or for the same employer as the member of the City Commission or Board; I]iv A City Commissioner or Board member is a Client of the Applicant or Representative. I v. The Applicant or Representative is a Customer of the member of the City Commission or Board(or of his or her employer)and transacts more man$10.000.00 of the business of the member of the City Commission or Board(or his or her employer)in a given calendar year, ]vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts more than$25,000.00 of the business of the Applicant or Representative in a given calendar year. WITNESS MY HAND THIS 13 DAY OF APRIL 2008 AP:,,_,:NTREPRESENTATIVE: Walt (Sgnalure) Nam: Jam:s '.Rauh (Rin!) Title An y (Porn!) WITNESS MY HAND THIS DAY OF _,200. PROPERTY OWNER- By (Sgnalme) Name:- (PnhtJ Title (Print) 'The terms "Business Relationship," "Chen("Customer' Applicant.' "Representative'and "Interested Person"are defined in Seaton 2-395 of the Aventura City Code BUSINESS RELATIONSHIP AFFIDAVIT" °ter..✓' Ths Affidavit is made pursuant to Section 31-71(b)(2)(PQ of the Cly of Aventura Land Development Code The undersigned Affiant hereby discloses that. (mark with'!applicable portions only) N 1. Affiant does not have a Business Relationship with any member of the Guy Commission or any City Advisory Board to which the application will be presented 1 12 Affiant hereby discloses that it does have a Business Relallonship with a member of the City Commission or a City Advisory Board to which the application will be presented.as follows. (List name of Commissioner or Advisory Board Member) who serves on the (List City Commission or City Advisory Board upon which member serves). The nature of the Business Relationship is as fdlows III Member of City Commission or Board holds an ownership interest in excess of 1%of total assets or capital stock of Applicant or Representative: [H H. Member of City Commission or Board is a partner,co-shareholder(as to shares of a corporation which are not listed on any national or regional stock exchange)or joint venturer with the Applicant or Representative in any business venture, Ha The Applicant or Representative is a Client of a member of the City Commission or Board or a Client of another professional working from the same office or for the same employer as the member of the City Commission or Board, II iv. A City Commissioner or Board member is a Client of the Applicant or Representative, I 1 v. The Applicant or Representative is a Customer of the member of the City Commission or Board(or of his or her employer)and transacts more than$10,000.00 of the business of the member of the City Commission or Board(or his or her employer)in a given calendar year: I I vi The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts more than$25,000.00 of the business of the Applicant or Representative in a given calendar year. WITNESS MY HAND THIS 13 t IIDAY OF APRIL 200E APPLI ANIREPRyESE}NTATIVE' By. d6.iihf-I -I I FU' (scrotum) Name:Adrienne Noto mew) Title Attorney (Print) WITNESS MY HAND THIS DAY OF _.200_ PROPERTY OWNER By- (Signarme) Name. (Prmt) Title:. (Pima 'The ferns "Business Relationship,' "Client' "Customer," 'Applicant," "Representative"and 'Interested Person'are defined in Section 2-395 of the Aventura City Code WITNESS MY HAND THIS i I( 6 DAY OF APRIL 20Ef. REPRES NTATIVE:(Listed an Business Relationship Alfdavit) By 4111s _ (Sgnature) By (Signature warmer sE.Rauh (Print) Name: _ (Print) Title:Attorney (Print) Title. (Print/ n By. -ilk i t Il KG (Signature) By: (Signature Name- Adrienne Nolo (Print) Name: (Pratt) Title' Attorney .(Print) Title' (Print) By_ (Sgnature) By (Signature Name._ _(Print) Name (Print) Title: (Print) Title: (Print) By. _ /Sgnature) By. (Signature Title. (Pont) Title: (Print) Title: (Print Title: (Prim) By. _ _(Sgnature) By: (Signature Title. (Print) Title. (Print) Title (Print) Title. (Prn!) By (Signature) By: _ (Signature Title: (Print) Title:_ _ _ _ ___(Pont) Title: (Print) Title. (Pont) NOTE: 1) Use duplicate sheets if disclosure information for Representative varies 2)Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-71(b)(2)(iv)of the City's Land Development Regulations in the City Code, in the event that prior to consideration of the application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or incomplete. NOTARIZATION PROVISION STATE OF FLORIDA I COUNTY OF MIAMIDADE) Berme me.the undersigned aumatty.personally appeared James E.Rauh the Affiant,who being first by me duly sworn,did swear or affirm that he/she executed this Affidavit for the purposes stated therein and tat 11itts hue and correct. dir SWORN TO AND SUBSCRIBED before me this J3 day of APLit 20' , ik? ‹re/G7 --- Notary Pubic Stale of Florida At lea MICHELE RENNERT Printed Name of Notary P • Commission#FF 929437 My COMIIIISSPCI1 expires._ _. a Expires October 20,2019 STATE OF FLORIDA I poi firvYmr Fi,Svwo aaYerow COUNTY OF MIAMI DADE) Before ma the undersigned authority,personally appeared Adrienne Noto -. he Affiant who being first by me duly sworn.Nn swear on aMrm that he/she executed Nis ARgauit for the purposes staled therein and that it is true and correct. I ' - AFFIANT SWORN TO AND SUBSCRIBED before me this ITT in day of AP-11._ '�'i^/�/� — Y Notary e MFla-Ne Al Large Pnnted Name al Notary A.'s\ MICHELE RENNERT My commission expires Pp"' y.. - - — _ �.. :o- Cirrite ct /I FF 20,2019 29437 STATE OUN OFFLORIDA ) Isided 40ctoher20.2019 COUNTY OF MIAMIDADEI �• e.wwTlmrwxFin sx.nmarory Before me,the undersigned authority,personally appeared _ the Affiant,who being first by me duly sworn,do swear or affirm Nat he/she executed this Aflaadt for the purposes staled therein and that it is eve and correct AFFIANT SWORN TO AND SUBSCRIBED before me Illsday of 200_ Nary Public Stale of Ronda Al Large Printed Name of Notary My commission expires.._ _. . — STATE YFFLORIDA ) COUNTY OF MIAMAMI OADEI Before rue,the undersigned authority,personally appeared _ — — the Affant.who bang first by me duly swan.did swear or affirm mat helshe executed this ARdanl for The purposes slated therein and that a is bue and correct AFFIANT SWORN TO AND SUBSCRIBED belle me this day of _ _ ,200_ Notary Public State of Florida At Large Printed Name el Notary -- _ My commission expires._ . _. _... BUSINESS RELATIONSHIP AFFIDAVIT' This Affidavit is made pursuant to Section 31-71(b)(2N"u)of the City of Aventura Lard Development Code. The undersigned Affiant hereby discloses that: (mak with SC applicable portions only) �1. Affiant does rA have a Business Relationship with any member of the City Commission or any City Advisory Board b which the application will to presented. )2. ARanl hereby discloses that jt does have a Business Relationship with a member of the City Commission or a City Advisory Board to which he application veil be presented as follows. (List name of Commissioner or Advisory Board Member) who serves on the (List City Commission or Ciry Advisory Board upon which member serves). The nature of the Business Relationship Sas folios: (j i. Member d City Commission or Board holds an ownership interest in excess of I%of total assets or capita stock of Applicant or Representative; (1 it Member of City Commission a Board s a paha,co-shareholder(as to shares of a corporation which are not listed on any national a regional stook exchange)or janl venturer with the Applicant or Representative in any business venture; ((iii. The Applicant or Representatives a Client of a member d the City Cammssun or Board a a Client of ambler professional waking from the sane office a for the sane employer as the member of the City Commission or Board (iv. A City Commissioner or Board member is a Client of the Applicant or Representative: v. The Applicant or Representative is a Customer of the member of the City Commission or Board(or d his a her employer)and transacts more then$10,003.00 of the business of the member of the City Commission or Boal(or his a her employer)in a given calendar year; vi. The member of the City Commission a Board is a Customer of the Applicant or Representative and transact more than$25,000.00 of he business of the Applicant or Representative in a given calendar yea. WITNESS MY HAND.TWB4 DAY OF APRIL ,20.18 APPl1CANTRE•- v TATIVE: • By: (sigratre) N Robi Ka • ," (Nat) Title:s•hi : I (Hint) WITNESS MY HAND THIS DAY OF .200_ PROPERTY OWNER: By: (signature) Nara'. (Nang Tree: (Hint) The terms 'Business Refabonshia 'Ca"en6" 'Customer,' Aopicant' Representative'and Ynteresled Person"are defined in Semon 2-395 of the Aventura City Code. WITNESS MY HAND THIS irk DAY OF APRIL ,20a REPRESENTATIV ' ` -•on Business Relationship Affidavit) By: (Signature) By: (Signature Namet Ka i : (Ponta Name: (Prim) Architect Title: (Print) Talle: (Print) By: (Signature) By: (Signature Name: (Print) Name: (Pmt) Title: (Prim) The: (Rini) By: (Signature) By: (Signature Name: (Print) Name: (Pont) Tilk: (Prim) Title: (Pr61° By: (Signature) By: (Signature Tide: (PSI) Title: (Punt) Title. (Prim) Title:_ (Pring By: (Signature) By: (Signature Tlle: (Rima Title'.... .__ (Print) Tile: (Print) Title: (Pin° By. (Sigvat ce) By: (Signature title: (Ant) Tile: (Print) Tile: (Rin° Title:__. (Print) NOTE: 1) Use duplicate sheets it disclosure information for Representative varies 2)Applicants and Affiants are advised to timely supplement this Affidavit pursuant to Sec. 31-71(b)(2)(iv)of the City's Land Development Regulations in the City Code, in the event that prior to consideration of the application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or incomplete. NOTARIZATION PROVISION STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) Beale me,Me undersigned authority,personSy appeared Kobi Karp the A�MiooJ omVEh]ucrn,Basra affirm that he/she executed Pb Mdesit tithe purposes slated therein end IAM X is toeandmnect. SWORN TO AND SUBSCRIBED before me the IlYeaday d Wore 20/18 0'rr•,. JOHN G. SHEDD IV State of FlooiPublic '2 Commission Si s GG GG 188134 es Ndery PUCICSWedRonda Marge My February 0Expires (m, )y _ mru fabruery 20. 2022 Myned Name dNdery My rwadeaion expies'. STATE OF FLORIDA__—____--.—_— COUNTY OF MIAM-DADE) Bebe me the undersigned auto. pasaally appeved the Affiant who being kit by me duly swan,did swear a affirm that he/she executed this Was for he purposes staled therein and that it is Yue and correct AFFIANT SWORN TO AND Si ASCRIBED baba me this day of Notary Pubic Slate of Flats N Large Printed thane of Nobly — My commission expires: STATE OF FLORIDA ) COUNTY OF MMkD*DE) Betters the undersigned arthaly,penally appeared the Affiant,who being first by me duly swan,did swear a affirm that helshe executed Ni[Alfdail b Me purposes staled therein and theft h tue and o rect. AFFWIT SWORN TO AND SUBSCRIBED before me that__day of_ -.Z0_ Notary Public Slee d f tedda At large Printed Name of Notary My commesan espies. STATE OF FLORIDA ) COUNTY OF MIA M-DADE) Before me,the undersigned authddy,peRmaly appeared _.._ the'Want who being Irst by me day swan,did swear or aSrrn hot he/she exerted this Al9dmit b the purposes used therein and that it is rue and cared AFFIANT SWORN TO AND SUBSCRIBED before me Nis (ley d_ 200_ Nary Public SAM of Fbde At Large Printed Nara d Ndery Mymmmission expires.__ BUSINESS RELATIONSHIP AFFIDAVIT" i4 aw+ This Affidavit is made pursuant to Section 3171(b)(2)(ii) of the City of Aventura Land Development Code. The undersigned ARiani hereby discloses That (mark with'x'appable portions onty) I 1. Afnant does not have a Business Relatronship with any member of the City Commission or any City Advisory Board to which the application will be presented. l )2 Affiant hereby discloses tnal it does have a Business Relalionship with a member of the City Commission or a City Advisory Board to which the application will be presented,as follows'. (List name of Commissioner or Advisory Board Member) who serves on the (List City Commission or City Advisory Board upon which member serves). The nature of the Business Relationship is as fdlows. Il I. Member of City Commission or Board holds an ownership interest in excess of 1%of total assets or capital stock of Applicant or Representative: Member of City Commission or Board is a partner. co-shareholder(as to shares of a corporation which are not listed on any national or regional stock exchange) or joint venturer with the Applicant or Representative in any business venture: I)iii The Applicant or Represenlative is a Client of a member of the City Commission or Board or a Client of another professional working from the same office or for the same employer as the member of the City Commission or Board, IJ Iv. A City Commissioner or Board member is a Client of the Applicant or Representative O v. The Applicant or Representative is a Customer of the memoer of the City Commission or Board(or of his or her employer)and transacts more Than$10,000.00 of the business of the member of the City Commission or Board(or his or her employer)in a given calendar year; l)vi. The member of the City Commission or Board is a Customer of the Applicant or Representative and transacts more than 52),X0 00 of the business of the Applicant or Representative in a given calendar year. WITNESS MY HAND THIS 1! AY OF APRIL 2�s C, )p; APPLICANIRE PRES E NTATIVE: U L' By: r (Signalure) Name.Fran cisco Fajardo (Pan/ Title Surveyor,vice eaebeni of Lannes and Garcia Inc (PnnW WITNESS MY HAND THIS DAY OF PROPERTY OWNER. By _ _ (Signature) Name. (Prim) Title (Pont) The terms 'Business Relationship," "Client" "Customer,' Applcanl.' "Representative"and "Interested Person" are defined in Section 1-395 of the Aventura City Code. WITNESS MY HAND THIS_._DAY OF APRIL ,200_ REPRESENTATIVE(Listed on Business Relationship Affidavit) By (Signature) By: (Sgnature Name. Franco (Pring Name: _ (Print) Titie:Vice President of annes and Garcia Inc.Imru) Title:_ (Pont) By: (Signature) By:_...—_. _ _(Signature Name (Piot) Name: (Prim) Title' (Print) Title: (print) By:_ (Signature) By. (Srgnatme Name: _(Print) Name. (Piro!) Title: (Print) Title: (Print) By: _ (Signature) By _ (Signature Title. _.._ (Print Tine: (Pring Title. (Pang Title: (Pant) By. (Signature) By__ (Snature Title: _ (Pring rile:_—.._._ (Pain) Tale: (Prim) Title:._..._ (Pont) By: (Signature) By: (Signature Title'. (Pring Title: (Print) Tille:__ (Print) Tifie._. (Pring j. NOTE: 1) Use duplicate sheets if disclosure information for Representative varies 2) Applicants and A(Hants are advised to timely supplement this Affidavit pursuant to Sec. 31-71(b)(2)(iv)of the City's Land Development Regulations in the City Code, in the event that prior to consideration of the application by the City Board or Commission, the information provided in the Affidavit becomes incorrect or incomplete. NOTARIZATION PROVISION STATE OF FLORIDA COUNTY OF MIAMI-DADE) Before me,the undersigned authority,personally appeared Francisco Falarda the Affiant,who being firs)by me duly swan.did swear or affirm That he/she executed this Affidavit for the purposes staled therein and that it is true and correct � 1 ) FIA SWORN TO AND SUBSCRIBED before me this _dey of .j :limeP ICry-/Yoe o.ladIryF"111:47' I,. I 9er4f""YEb ) tlAp3:aft] My wmmissrw expiresAPP.pLurNp.IIkW2F,FI2E2090 1991 E6 4gypypa STATE OF FLORIDA ) - COUNTY OF MIAMI-DADE) Before me,the undersigned authority,personally appeare0._,... the Affiant who being first by me duly sworn.did swear or affirm that he/she executed this Affidavit M the purposes stated therein and that it is true and correct AFFIANT SWORN TO AND SUBSCRIBED before me this day of 200_ _.e..-S Notary Pudic gate of Florida Al Large Printed Name of Npiary My commission expires: CTATE FLORIDA ) COUNTY OF MIAMI-DADE) Before me,the undersigned authority,personally appeared the Alfant who being first by me duly sworn.did swear or affirm that he/she mewled this Affidavit for the purposes stated theran and that it is hue and correct. AFFIANT SWORN TO AND SUBSCRIBED before me this day of 200_ Nagy Pudic State of Flodde Al Large pi Myncedof Notary My commission eapires STATE OAFLORIDA ) COUNTNUNtt OF MIAMI-DADE) Before me the undersigned authority,personally appeared _ the AffenL who being first by me duly sworn,did swear or affirm hal herhe executed this Affidavit for the purposes staled therein d that it is true and coned AFFIANT SWORN TO AND SUBSCRIBED before toe lhrs_ day of _200_ _.te of Notary Public SlaleolFlorida At Large Phnled Name of Notary Mo nommrccrnn ernimv RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA GRANTING CONDITIONAL USE APPROVAL TO ALLOW THE SALE AND SERVICE OF ALCOHOLIC BEVERAGES AT INDOOR AND OUTDOOR COCKTAIL LOUNGE AREAS WITHIN SERAFINA RESTAURANT LOCATED IN TENANT SPACE #1944 OF THE AVENTURA MALL EXPANSION AT 19565 BISCAYNE BOULEVARD, CITY OF AVENTURA; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the property described herein is zoned B2, Community Business District; and WHEREAS, the applicant, 19501 Biscayne LLC, doing business as Serafina, through Application No. 02-CU-18, is requesting Conditional Use approval to permit the sale and service of alcoholic beverages at indoor and outdoor cocktail lounge/bar areas within the Serafina restaurant in Tenant Space #1944 of the Aventura Mall expansion; and WHEREAS, the City Commission held a quasi-judicial public hearing as provided by law to review the application; and WHEREAS, the City Commission finds that the Application meets the criteria of the applicable codes and ordinances, to the extent the Application is granted. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: Section 1. Application for Conditional Use to allow the sale and service of alcoholic beverages at indoor and outdoor cocktail lounge/bar areas within Serafina restaurant in Tenant Space #1944 in the Aventura Mall at 19565 Biscayne Boulevard, legally described as Tract R and part of Tract Q, Aventura Sixth Addition, according to the plat thereof as recorded in Plat Book 120 at Page 20 of the Public Records of City of Aventura Resolution No. 2018- Miami-Dade County, Florida, is hereby granted exclusively to the applicant subject to the following conditions: 1. This approval shall be granted exclusively to 19501 Biscayne LLC doing business as Serafina, in Tenant Space #1944 of the Aventura Mall expansion and may not be transferred to another owner and/or operator of the restaurant or to another location. 2. Alcoholic beverages shall be sold and served only in conjunction with service of food. 3. Customers will not be permitted to remove an individual glass of alcoholic beverage or any open container from the restaurant, but may purchase sealed bottles for off- premises consumption pursuant to the applicable State liquor license. 4. The applicant shall obtain an alcoholic beverage license from the State of Florida and begin sales and service of alcoholic beverages within twelve (12) months of the date of the Resolution or the approvals granted shall be deemed null and void unless extended by a motion of the City Commission at the written request of the applicant, provided that the applicant has filed the request for extension within the twelve (12) month period prior to expiration. 5. The applicant shall comply with the hours of operation allowed to bars and cocktail lounges for sale of alcoholic beverages for consumption on premises pursuant to Section 4-3(d) of the City Code; namely, between the hours of 8:00 a.m. and 1:00 a.m. the following day. 6. The applicant shall conduct Responsible Vendor Training pursuant to Florida Statutes to ensure no sales are made to underage customers or to customers who may have been over-served at other establishments. 7. The conditional use approval may be terminated in the event the City Manager determines that the approval has created and/or is creating a disturbance to the community. The applicant agrees to immediately discontinue sales and service of alcoholic beverages upon written notice to the applicant of such a determination. 8. Any discontinuation of the sales and service of alcoholic beverages for a period of 180 consecutive days shall constitute abandonment and shall rescind this approval. Section 2. The City Manager is authorized to cause the issuance of permits in accordance with the approvals and conditions herein provided and to indicate such approvals and conditions upon the records of the City. Page 2 of 4 City of Aventura Resolution No. 2018- Section 3. Issuance of this development order by the City of Aventura does not in any way create any right on the part of an applicant to obtain a permit from a state or federal agency and does not create any liability on the part of the City of Aventura for issuance of the development order if the applicant fails to obtain requisite approvals or fulfill the obligations imposed by a state or federal agency or undertakes actions that result in a violation of state or federal law. All applicable state and federal permits must be obtained before commencement of the development. This condition is included pursuant to Section 166.033, Florida Statutes, as amended. Section 4. 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 Marc Narotsky Commissioner Robert Shelley Commissioner Howard Weinberg Vice Mayor Gladys Mezrahi Mayor Enid Weisman Page 3 of 4 City of Aventura Resolution No. 2018- PASSED AND ADOPTED this 17th day of May, 2018. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY This Resolution was filed in the Office of the City Clerk this day of , 2018. CITY CLERK Page 4 of 4 CMCS Consulting Services MEMORANDUM TO: Susan Grant, City Manager FROM: Eric M. Soroka, CMCS Consulti Service DATE: May 4, 2018 vvvv SUBJECT: Renewal of Charter School Contract between the School Board of Miami-Dade County and the City for Aventura for the City of Excellence Charter School As previously discussed, the current Charter School Contract ("Contract") with the School Board of Miami-Dade County ("School Board") for the Aventura City of Excellence School ("ACES") expires on June 30, 2018. In accordance with the Consulting Agreement I entered into with the City, a renewal Contract has been negotiated on behalf of the City with the School Board to be effective July 1, 2018 and expire on June 30, 2033. The Contract was based on input from ACES Principal, City Attorney and yourself. BACKGROUND In 2002, School Board and the City entered into a Charter School Contract for a fifteen (15) year period to operate a K-5 Charter School for the Aventura Charter Elementary School that opened forthe 2003-2004 school year. In 2004, the Contract was amended to provide for a K-8 City and increased enrollment for the 2005-2006 school year. The Contract was amended in 2008 and 2012 to increase enrollment based on the addition of ten new classrooms. The attached Contract follows the School Board's standard format, essentially includes the same provisions that have been in place for the past fifteen (15) years, and also incorporates changes in State laws since the last amendment in 2012. The Contract includes the municipal charter school provisions authorized by State law, including preference to City of Aventura residents to attend the school. The contract also reflects the city's governance structure whereby the school is part of the City Operations and is a separate department of the City. The City Commission acts as the Board of Directors. The Principal reports to the City Manager and acts as a department director. The School Board's Charter School Contract Review Committee met on April 26, 2018 and voted to recommend approval of the document to the School Board. The School Board is scheduled to consider the Contract at it's June 20, 2018 meeting. I recommend that this item be placed on the May 17, 2018 Commission Meeting Agenda for approval. Attached, for the Agenda please find a Resolution approving the Contract, as well as the Contract document. If you have any questions, please feel free to contact me. Attachments RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, ACTING IN THEIR CAPACITY AS THE BOARD OF DIRECTORS FOR THE AVENTURA CITY OF EXCELLENCE SCHOOL, AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED CHARTER SCHOOL CONTRACTUAL AGREEMENT FOR THE AVENTURA CITY OF EXCELLENCE SCHOOL BETWEEN THE CITY OF AVENTURA AND THE MIAMI-DADE COUNTY SCHOOL BOARD; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING 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 Charter School Contractual Agreement for the Aventura City of Excellence School between the City of Aventura and the Miami-Dade County School Board, in substantially the form attached. 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 Robert Shelley Commissioner Howard Weinberg Mayor Enid Weisman City of Aventura Resolution No. 2018-_ PASSED AND ADOPTED this 17th day of May, 2018. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 2 oft CHARTER SCHOOL CONTRACT BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA AND THE CITY OF AVENTURA, FLORIDA (AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL) (MSID 0950) First Renewal to the Contractual Agreement History: Application: December 12, 2001 Contract: April 18, 2002 [To (1) reduce to two percent from the five percent statutorily permitted administrative fee in exchange for compliance with all of the five required conditions; (2)approve the charter school location;and (3) approve the contractual agreement.] 1St Amendment: July 15, 2004 [To (1) change the school's name from Aventura Charter Elementary School to Aventura City of Excellence Charter School; (2) increase the grade level configuration from K-5 to K-8; and (3) increase the enrollment from 600 students to a maximum capacity of 900 students, commencing with the 2005-2006 school year.] CRC: April 9, 2008 2nd Amendment: June 18, 2008 (To increase the enrollment from 900 students to a maximum capacity of 972 students, commencing with the 2009-2010 school year.) 3rd Amendment: July 19, 2012 [To increase enrollment such as, (a) 2012-2013, Max. 984 students; (b) 2013-2014, Max. 996 students; (c) 2014-2015, Max. 1,008 students; (d) 2015-2016, Max. 1,020 students; and (e) 2016-2018, Max. 1,032 students.] CRC: April 26, 2018 1"Renewal: June 20, 2018 [Pursuant to Section 1002.33](3), F.S., High Performing Charter Schools, to renew the charter contract for a IS year term, commencing on July 1, 2018 and ending on June 30, 2033.1 Bp2/2018(Muni) 1 I P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 This Page Left Blank Intentionally 2 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) FIRST RENEWAL TO THE CONTRACTUAL AGREEMENT Table of Contents SECTION 1: GENERAL PROVISIONS.................................................................................. 15 A) Approved Application........................................................................................ 15 B) Term..................................................................................................................... 15 1) Start-Up Date/School Calendar—N/A........................................................... 15 2) Charter Modification...................................................................................... 17 3) Charter Renewal............................................................................................. 17 C) Educational Program and Curriculum: ........................................................... 17 1) General........................................................................................................... 17 D) Non-Renewal/Cancellation and Termination................................................... 18 1) Reasons for Termination/Non-Renewal ........................................................ 18 2) Non-Renewal/90-day Termination ................................................................ 22 E) Immediate Termination......................................................................................23 1) Student Health, Safety, or Welfare................................................................ 23 2) Sponsor Notification Responsibilities............................................................ 23 3) Operation of the School ................................................................................. 23 4) School Access and Documentation Responsibilities..................................... 24 5) Removal of Funds or Property....................................................................... 24 6) Disbursement of Funds.................................................................................. 24 7) Employees of the School ............................................................................... 24 F) Post-Termination................................................................................................24 1) School ............................................................................................................ 24 2) School Furniture, Fixtures, Equipment, and Funds ....................................... 25 3) School Debt.................................................................................................... 25 4) Unencumbered Funds .................................................................................... 25 5) Expenditures .................................................................................................. 25 3 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 6) Final Audit..................................................................................................... 26 G) School Election to Terminate or Non-renew....................................................26 SECTION 2: ACADEMIC ACCOUNTABILITY..................................................................26 A) Student Performance: Assessment and Evaluation.........................................26 1) Initial Year..................................................................................................... 26 2) Annual Goals and Performance Objectives................................................... 27 3) Termination Based on School Grade or Rating............................................. 30 4) Records and Grades Procedures..................................................................... 31 5) Textbook Inventory........................................................................................ 32 B) Student Promotion..............................................................................................32 1) Student Progression Plan ............................................................................... 32 2) Graduation Requirements .............................................................................. 32 3) Accreditation.................................................................................................. 32 4) Other Assessment Tools ................................................................................ 33 C) Data Access and Use...........................................................................................33 1) Access to Facilities, Records, and Data......................................................... 33 2) Sponsor Use of Required Assessment Data................................................... 33 3) Acceptable Use Policy................................................................................... 33 D) Advanced Academics..........................................................................................34 1) Dual Enrollment............................................................................................. 34 2) Preliminary Scholastic Aptitude Test(PSAT)............................................... 35 3) Advanced Placement Examinations............................................................... 35 SECTION3: STUDENTS.........................................................................................................35 A) Eligible Students .................................................................................................35 B) Grades Served.....................................................................................................36 C) Class Size..............................................................................................................36 D) Annual Projected Enrollment............................................................................36 1) Student Enrollment...................................................................................... 36 2) High-Performing Charter Schools ................................................................. 36 4 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 3) Minimum Enrollment Requirements -N/A................................................... 36 4) Deferred Opening and Student Enrollment—N/A......................................... 37 5) Required Instructional Minutes...................................................................... 37 6) Enrollment Capacity ...................................................................................... 37 7) Annual Enrollment......................................................................................... 37 E) Admissions and Enrollment Plan......................................................................38 1) Recruitment.................................................................................................... 39 2) Enrollment Consent ....................................................................................... 39 3) Enrollment Lottery and Wait List Documentation ........................................ 39 4) Student Information....................................................................................... 40 5) Articulation Agreement ................................................................................. 40 F) Maintenance of Student Records....................................................................... 41 1) Student Records............................................................................................. 41 2) Transfer of Student Cumulative Records....................................................... 41 3) Transfer of Student Cumulative Records Upon Student Enrollment Termination........................................................................................................... 41 4) Transmittal of Educational Records............................................................... 42 G) Exceptional Student Education ......................................................................... 42 1) Non-Discrimination ....................................................................................... 42 2) Sponsor Responsibilities................................................................................ 42 3) School Responsibilities.................................................................................. 43 4) Services Covered by the Administrative Fee................................................. 46 5) Due Process Hearing...................................................................................... 46 6) Reimbursement for Services.......................................................................... 48 H) Withdrawal Policies and Procedures................................................................ 48 1) Involuntary Student Withdrawal.................................................................... 48 2) Voluntary Student Withdrawal ...................................................................... 49 I) Discipline.............................................................................................................. 49 1) Code of Student Conduct(COSC)................................................................. 49 2) Learning Environment................................................................................... 49 5 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 3) Corporal Punishment ..................................................................................... 49 4) Student Expulsion.......................................................................................... 50 5) Legal Costs..................................................................................................... 50 J) English Language Learners............................................................................... 50 SECTION 4: FINANCIAL ACCOUNTABILITY................................................................. 50 A) Revenue................................................................................................................ 50 1) Basis for funding............................................................................................ 50 2) Federal Funding............................................................................................. 55 3) Charter School Capital Outlay Funds............................................................ 58 B) Administrative Fee.............................................................................................. 58 1) Allowable Withholding.................................................................................. 58 2) Sponsor Use of Administrative Fee............................................................... 59 3) Access to Optional Sponsor Services ............................................................ 59 4) Provision of School Lunches......................................................................... 59 C) Restriction on Charging Tuition........................................................................ 59 D) Allowable Student Fees....................................................................................... 59 1) Use of Student Fees ....................................................................................... 59 2) Fee Schedule.................................................................................................. 59 3) Student Fee Documentation........................................................................... 60 4) Parent Donations............................................................................................ 60 E) Budget.................................................................................................................. 60 1) Annual............................................................................................................ 60 2) Amended Budget ........................................................................................... 60 F) Financial Records, Reports and Monitoring.................................................... 60 1) Maintenance of Financial Records................................................................. 60 2) Financial and Program Cost Accounting and Reporting ............................... 61 3) Financial Reports........................................................................................... 61 4) School's Fiscal Year...................................................................................... 63 5) Financial Recovery/Corrective Plan.............................................................. 63 6 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 6) Submission Process........................................................................................ 64 7) Additional Monitoring................................................................................... 64 G) Financial Management of Schools..................................................................... 64 1) Financial Management and Oversight Responsibilities................................. 64 2) Taxes and Bonds............................................................................................ 65 3) Additional Financial Requirements ............................................................... 65 4) Utilization of the Sponsor.............................................................................. 65 5) Transfers/Advances, Grants, and/or Loans.................................................... 65 6) Bank Transfer Information ............................................................................ 66 H) Description of Internal Audit Procedure.......................................................... 66 SECTION 5: FACILITIES....................................................................................................... 66 A) Prior Notification................................................................................................ 66 1) Deadline to Secure Facility............................................................................ 66 2) Deadline to submit zoning approvals and Certificate of Occupancy............. 66 3) Government Inspections of Facility............................................................... 67 4) Sponsor Inspection of Facility ....................................................................... 67 B) Compliance with Building and Zoning/Requirements................................... 68 1) Florida Building Code.................................................................................... 68 2) Florida Fire Prevention Code......................................................................... 68 3) Applicable Laws ............................................................................................ 68 4) Capacity of Facilities ..................................................................................... 69 5) Leased facilities ............................................................................................. 70 6) Emergencies................................................................................................... 70 C) Location ............................................................................................................... 70 1) School's Street Address................................................................................. 70 2) Temporary Facility (if applicable)................................................................. 70 3) Relocation...................................................................................................... 70 4) Additional Campuses or Facilities, if applicable. .......................................... 71 D) Prohibition to Affix Religious Symbols............................................................. 71 7 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 SECTION 6: TRANSPORTATION........................................................................................ 71 A) School Responsibilities ....................................................................................... 71 B) Reasonable Distance........................................................................................... 71 C) Compliance with Safety Requirements............................................................. 72 D) Fees....................................................................................................................... 72 E) Private Transportation Agreement................................................................... 72 F) Reimbursement for School Provided Transportation..................................... 72 G) Failure to Comply............................................................................................... 72 SECTION 7: INSURANCE AND INDEMNIFICATION...................................................... 73 A) Indemnification of Sponsor................................................................................ 73 1) Indemnification for Professional Liability..................................................... 73 2) Notification of Third Party Claim, Demand, or Other Action....................... 74 3) Indemnity Obligations ................................................................................... 74 B) Indemnification of School................................................................................... 74 C) Acceptable Insurers............................................................................................ 75 1) Acceptable Insurance Providers..................................................................... 75 2) Insurance Provider Compliance..................................................................... 75 3) Minimum Insurance Requirements................................................................ 75 D) Commercial and General Liability Insurance................................................. 75 1) Liabilities Required........................................................................................ 75 2) Minimum Limits............................................................................................ 76 3) Deductible/Retention ..................................................................................... 76 4) Occurrence/Claims......................................................................................... 76 5) Additional Insured ......................................................................................... 76 E) Automobile Liability Insurance......................................................................... 76 1) Coverage........................................................................................................ 76 2) Occurrence/Claims and Minimum Limits ..................................................... 76 F) Workers' Com pens ation/Employers' Liability Insurance.............................. 77 1) Coverage........................................................................................................ 77 8 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2) Minimum Limits............................................................................................ 77 G) School Leader's Errors and Omissions Liability Insurance........................... 77 1) Form of coverage........................................................................................... 77 2) Coverage Limits............................................................................................. 77 3) Occurrence/Claims......................................................................................... 78 H) Property Insurance............................................................................................. 78 1) Structure Requirements.................................................................................. 78 2) Additional Requirements............................................................................... 78 3) Business Personal Property Insurance........................................................... 78 I) Applicable to All Coverage ................................................................................ 78 1) Other Coverage.............................................................................................. 78 2) Deductibles/Retention.................................................................................... 79 3) Subcontractors................................................................................................ 79 4) Default Upon Non-Compliance..................................................................... 79 SECTION8: GOVERNANCE................................................................................................. 79 A) Public or Private Employer................................................................................ 79 B) Governing Board Responsibilities and Organization Composition............... 79 1) Organizational Plan........................................................................................ 81 2) School Fiscal Agent....................................................................................... 81 3) Student/Parent Contract................................................................................. 81 4) Governing Board Reporting........................................................................... 82 5) Governance Training ..................................................................................... 82 6) Employment of Relatives............................................................................... 82 C) Public Records..................................................................................................... 82 D) Reasonable Access to Records by Sponsor....................................................... 82 E) Sunshine Law ...................................................................................................... 82 F) Reasonable Notice of Governing Board Meetings........................................... 83 1) Notice of Governing Board Meetings............................................................ 83 2) Governing Board Meeting Requirements...................................................... 83 9 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 G) Identification of Governing Board Members................................................... 83 1) Parental Representative Designee.................................................................. 83 H) Website................................................................................................................. 84 SECTION 9: EDUCATION SERVICE PROVIDER............................................................. 84 A) Education Service Provider Agreement............................................................ 84 1) School Use of ESP Services .......................................................................... 84 2) Submission of ESP Agreement...................................................................... 85 3) Amendments to ESP Contract ....................................................................... 85 4) ESP Contract Amendments............................................................................ 85 5) Change of ESP............................................................................................... 85 SECTION 10: HUMAN RESOURCES................................................................................... 85 A) Hiring Practices................................................................................................... 85 1) Reporting Staffing Changes........................................................................... 86 2) Non-Discriminatory Employment Practices.................................................. 86 3) Instructional Personnel................................................................................... 86 4) Fingerprinting and Background Screening.................................................... 87 5) Hiring Prohibition.......................................................................................... 88 B) Employment Practices........................................................................................ 88 1) Statutory Prohibition and Required Disclosure regarding Hiring of Relatives 89 2) Self-Reporting of Arrests............................................................................... 89 3) Standards of Behavior.................................................................................... 89 4) Code of Ethics................................................................................................ 89 5) Personnel Policy............................................................................................. 89 6) Collective Bargaining .................................................................................... 89 7) Immigration Status......................................................................................... 89 8) Employee Discipline...................................................................................... 90 9) Employee Evaluation..................................................................................... 90 C) Sponsor Training of School's Employees ......................................................... 90 10 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1) Participation and Cost for Training Activities............................................... 90 SECTION 11: REQUIRED REPORTS/DOCUMENTS........................................................ 90 SECTION 12: MISCELLANEOUS PROVISIONS............................................................... 90 A) Impossibility........................................................................................................ 90 B) Notice of Claim.................................................................................................... 91 1) Time to Submit .............................................................................................. 91 2) Notification of Cancellation........................................................................... 91 3) Renewal/Replacement.................................................................................... 91 C) Drug-Free Workplace......................................................................................... 91 D) Entire Agreement................................................................................................ 91 E) No Assignment..................................................................................................... 91 F) No Waiver............................................................................................................ 91 G) Default.................................................................................................................. 92 H) Survival Including Post-Termination ............................................................... 92 I) Severability.......................................................................................................... 92 J) Third Party Beneficiary..................................................................................... 92 K) Choice of Laws.................................................................................................... 92 L) Notice.................................................................................................................... 92 M) Authority.............................................................................................................. 93 N) Conflict/Dispute Resolution............................................................................... 93 1) Contractual Conflicts..................................................................................... 93 2) School Stakeholder Conflicts......................................................................... 93 3) Contractual Priority........................................................................................ 94 O) Citations............................................................................................................... 94 P) Headings............................................................................................................... 94 Q) M-DCPS Police.................................................................................................... 94 111 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 APPENDICES *Appendix A- Official Charter School Application (If applicable) *Appendix B - School's Alternative Comprehensive Research-Based Reading Plan (CRRP) (If applicable) Appendix C - School Board Policy 9800 - Charter School Please be aware that the Sponsor is in the process of revising School Board Policy 9800—Charter Schools. The linked document will be in force until the revised policy receives formal approval from the M-DCPS School Board. http://www.neola.com/miamidade-fl/ Appendix D - Student Progression Plan (SPP) Please be aware that the Sponsor is in the process of updating the SPP. The linked document will be in force until the 2016-2017 M-DCPS SPP receives formal approval from the M-DCPS School Board. http://ehandbooks.dadeschools.net/policies/93.pdf Appendix E - Budget for Initial Year of Operation Based on Minimum Enrollment(If applicable) Appendix F - Exceptional Student Education Policies and Procedures (SP&P) http://ehandbooks.dadeschools.net/policies/149.pdf Appendix G - Florida Medicaid Certified School Match Program http://sss.usf.edu/resources/format/pdf/MedicaidCertifiedSchoolMatchDec2005.pdf Appendix H - Code of Student Conduct http://ehandbooks.dadeschools.net/policies/90/ Appendix I — English Language Learner's (ELL) Plan* http://ehandbooks.dadeschools.neVuser_guides/134.pdf *Appendix J -Annual Budget Based on Enrollment Projections Appendix K - Florida Department of Education (DOE) Technical Assistance Paper No. 2009-03, Auditor Selection Process http://www.fldoe.org/core/fileparse.php/7704/urlt/0070866-auditor_selection_tap.pdf Appendix L -Auditor General Rules & Guidelines, State of Florida http://www.mvflorida.com/audgen/pages/rules_dsb_charter.htm 12 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 *Appendix M - By-Laws of the Governing Board (Does not pertain to municipalities) *Appendix N -Articles of Incorporation *Appendix 0 - School's Parental Contract/Handbook Appendix P - School Board Policy 1124, - Drug-Free Workplace http://www.neola.com/miamidade-fl/ Appendix Q - Florida Code of Ethics of the Education Profession in Florida and Principles of Professional Conduct for the Education Profession in Florida http://www.fldoe.org/edstandards/code_of ethics.asp *Appendix R- School's Personnel Policy Appendix S - List of Required Reports/Documents Appendix T - Dispute Resolution Procedures *Appendix U - Title I Guidelines http://ehandbooks.dadeschools.net/policies/135.pdf Appendix V—Corrective Action Plan (If applicable) *Indicates appendices provided by the School. 13 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 This Page Left Blank Intentionally 14 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 I AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) 2 CHARTER SCHOOL CONTRACTUAL AGREEMENT 3 4 SECTION 1: GENERAL PROVISIONS 5 This FIRST RENEWAL TO THE Charter School Contract (Contract or Charter) entered into as 6 of the 20' day of June 2018, is between The School Board of Miami-Dade County, Florida, 7 (Sponsor), and the City of Aventura, Florida, a Political Subdivision of the State of Florida, 8 (School) and operator of Aventura City of Excellence Charter School. This Charter is limited to 9 the School's location and is effective upon approval by the School Board. The seven duly elected 10 representatives of The City of Aventura (City) Commission will serve as the School's Board of 11 Directors (Board). 12 13 A) Approved Application 14 The Official Charter School Application approved by the School Board on December 12, 15 2001, is attached as Appendix A. All attached appendices are incorporated by reference 16 and made a part of this Charter. 17 B) Term 18 The term shall be for fifteen (15) years commencing on July 1, 2018 and ending on June 19 30, 2033. The Sponsor and School initially entered into a Charter School Contract on April 20 18, 2002, ("Contract") that was amended on July 15, 2004, May 22, 2008, and July 19, 21 2012. The term of a high performing charter school, as defined by §1002.33, F.S., shall be 22 modified if the School receives a school grade of"C" or below in any two years during the 23 term of the charter. 24 1) Start-Up Date/School Calendar—N/A 25 (a) Pursuant to law, the school may defer the opening to provide time for 26 adequate facility planning. Upon election to defer the school opening, the 27 charter school's authorized representative shall notify the Sponsor, in 28 writing, indicating (1) the deferral status as provided by law, and (2) the 29 proposed first day of the school. Additionally, in order to appropriately plan 30 for the opening of schools and correctly project student enrollment for the 31 upcoming school year, any charter school with an approved application or 15 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 32 contract that indicates that they will defer opening will provide the district 33 with a status report by March 1 of the year they were approved to open. This 34 informational status report shall include a timeline that will include all key 35 operational items and milestones. The applicant shall be required to continue 36 to provide periodic status reports and make allowances for site visits, when 37 applicable. This Charter shall expire if the applicant does not open on: (1) 38 the first day of school of the school year indicated in this Charter, or (2)the 39 first day of the school year indicated in the school's deferral notice, subject 40 also to the facility documentation required by this Charter and law. The 41 Sponsor shall provide notice of expiration to the school. 42 (b) For a new charter school, the school's calendar shall be consistent with the 43 beginning of the Sponsor's school calendar for the first year of operation. 44 For every year thereafter and for all other charter schools, if the School's 45 calendar will not be consistent with the beginning of the Sponsor's public 46 school's calendar, the school shall provide at least 15-day notice to the 47 Sponsor prior to opening of their school year. The School shall provide 48 instruction for at least the number of days and the minimum number of 49 instructional minutes required by law for other public schools. Instructional 50 days beyond the minimum must be submitted to the Sponsor for review and 51 approval no later than 15 business days prior to the first day of the school 52 year. Changes that may be requested during the school year must be 53 approved by the Sponsor. After the School's calendar is approved, any 54 subsequent modification must be approved by the Sponsor prior to 55 implementation. 56 (c) Deadline for Submission of Pre-Opening Checklist Items: No later than 57 fifteen(15)days prior to the initial use of a facility by the School,the School 58 shall have an approved charter and provide evidence of all necessary permits, 59 licensing, zoning, use approval, facility certification and other approvals 60 required by the local government. Failure to comply shall result in automatic 61 rescission of the Charter with notice to the School and no further action 16 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 62 required of the Sponsor. 63 2) Charter Modification 64 This Charter, regardless of the School's high-performing designation, may not be 65 modified unless approved by both parties in writing pursuant to School Board 66 Policy 9800, Charter Schools(Appendix Q.Whenever a charter is amended it shall 67 be updated using the Sponsor's standard charter and to comply with current School 68 Board policies except for certain amendments such as amendments necessitated by 69 Sponsor's policy amendments, a high-performing charter school's enrollment 70 increase, school consolidation amendments, and other amendments as determined 71 by the Sponsor. 72 3) Charter Renewal 73 (a) Prior to renewal of this charter,the Sponsor shall perform a program review 74 to determine the level of success of the School's current academic program, 75 achievement of the goals and objectives required by state accountability 76 standards and successful accomplishment of the criteria under Section 77 1002.33(7)(a), F.S., the viability of the organization, compliance with the 78 terms of the charter, and that none of the statutory grounds for nonrenewal 79 exist. 80 (b) Any charter school seeking renewal shall complete a charter renewal 81 application as provided by law and the Sponsor's renewal process. The 82 application shall include documentation for the items listed above. 83 (c) Renewals shall be for a term for a term of five (5)years unless another term 84 is mutually agreed upon, required, or allowed by law. Upon approval, the 85 contract will be renewed following the contract negotiation process in 86 current School Board policy. 87 C) Educational Program and Curriculum: 88 1) General 89 (a) The School shall implement its educational and related programs as 90 specified in the School's Official Charter School Approved Application 91 (Appendix A), including the School's curriculum, the instructional 17 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 92 methods, any distinctive instructional techniques to be used, and the 93 identification and acquisition of appropriate technologies needed to 94 improve educational and administrative performance, which include a 95 means for promoting safe, ethical, and appropriate uses of technology which 96 comply with legal and professional standards. The School shall ensure that 97 reading is a primary focus of the curriculum and that resources are provided 98 to identify and provide specialized instruction for students who are reading 99 below grade level. Further, the curriculum and instructional strategies for 100 reading shall be consistent with applicable State and Federal Standards and 101 grounded in scientifically-based reading research. Updates, revisions, 102 and/or changes to the curriculum programs described in the application and 103 as requested by the Sponsor as a condition of the application's approval are 104 incorporated as part of the Official Charter School Approved Application 105 included as Appendix A. Any request to change the School's curriculum 106 must be submitted to the Sponsor in writing, comply with all applicable 107 laws and be approved by the Sponsor before the changes are implemented. 108 (b) The School will adopt and implement with fidelity, the Sponsor's K-12 109 Comprehensive Research-Based Reading Plan (CRRP), Section 1011.62, 110 F.S., and Rule 6A-6.053, F.A.C., including all instructional materials, 111 unless it has chosen to use an alternate research-based core reading plan. If 112 applicable, the School's adopted research-based core reading plan is 113 attached as Appendix B. 114 D) Non-Renewal/Cancellation and Termination 115 This Charter may be cancelled or terminated during its term for any reason, pursuant to 116 state law or this Charter. Notices of non-compliance, termination, cancellation and default 117 may be issued by the Sponsor's Superintendent or the Superintendent's designee. 118 1) Reasons for Term ination/Non-Renewal 119 The Sponsor may choose to terminate the Charter during its term or not renew the 120 Charter at the end of the current term, for any of the following reasons: 121 (a) failure to participate in the state's education accountability system created 18 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 122 in Section 1008.3 1, F.S., as required in this section, or failure to meet the 123 requirements for student performance stated in the Charter; 124 (b) failure to meet generally accepted standards of fiscal management; 125 (c) violation of law; 126 (d) other good cause shown or as defined in this Charter; 127 (e) failure to make sufficient progress in attaining the student achievement 128 objectives of the charter and it is not likely that such objectives can be 129 achieved before expiration of the charter; 130 (f) failure to correct any material deficiency(ies) of which the Sponsor has 131 notified the School in writing; 132 (g) failure to implement a reading curriculum that is consistent with effective 133 teaching strategies grounded in scientifically-based reading research, and 134 approved by the Florida Department of Education (FDOE); 135 (h) receiving a grade of"F" or rating of declining in any two consecutive or 136 two of any three years; 137 (i) the School or its representatives are found to have committed a material 138 fraud on the Sponsor or made a material misrepresentation, either willfully 139 or recklessly, in the application or this Charter; 140 (j) failure to timely submit or implement performance objectives and action 141 plan, a Financial Recovery Plan, or periodic reports specified in the plan(s) 142 and required by the Sponsor, the State Commissioner of Education or the 143 State Board of Education; 144 (k) failure to follow, implement or make progress toward the mission of the 145 School as stated in the application and this Charter; 146 (1) failure to deliver the instructional programs or curricula identified in the 147 application; 148 (m) failure to make contributions to the Florida Retirement System (FRS)if the 149 School has elected to be part of the FRS; 150 (n) having substantial debt resulting in a deteriorating financial condition or 151 delinquency in payments; 19 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 152 (o) the School files for bankruptcy, is adjudicated bankrupt or insolvent, or is 153 so financially impaired that the School cannot continue to operate and/or is 154 no longer able to meet and satisfy its financial obligations; 155 (p) failure to have an annual audit that complies with the requirements specified 156 by law and this Charter or to timely submit required financial reports; 157 (q) failure to meet generally accepted accounting principles; 158 (r) failure to comply with maximum class size restrictions as required by law; 159 (s) failure to maintain insurance coverage as required by this Charter; 160 (t) violation of any court order relating to matters involving the charter school; 161 (u) criminal conviction on matters regarding the charter school by either the 162 charter school's Board, its members, collectively where the board knew or 163 should have known of the conduct underlying the conviction and failed to 164 take corrective action; 165 (v) receiving a determination of financial emergency, pursuant to Section 166 218.503, F.S.; 167 (w) material violation of the School's corporate by-laws; 168 (x) illegal or improper student admissions, dismissals, transfers and/or 169 withdrawal practices as defined by state law, Sponsor's policies, and/or this 170 Charter; 171 (y) failure to comply with applicable local, state, or federal rules or regulations 172 concerning school transportation; 173 (z) failure to timely comply with all financial reporting requirements and in the 174 format specified by the Sponsor and the Department of Education; 175 (aa) violation of the prohibition against members of the Board receiving 176 compensation, directly or indirectly, from the School's operations, 177 including but not limited to grant funds; 178 (bb) failure to fulfill all the requirements for highly qualified instructional 179 personnel as defined by federal law; 180 (cc) failure to comply with the timely submission of the annual Florida 181 Department of Education (FDOE) Charter School Accountability Report; 20 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 182 (dd) failure to timely submit the School Improvement Plan (SIP)to the Sponsor, 183 if applicable and as required by law; 184 (ee) failure to allow the Sponsor reasonable access to facilities and records to 185 review data sources, including collection and recording procedures; 186 (ff) failure to make adequate progress towards goals and performance 187 objectives applicable to the School and/or the SIP; 188 (gg) failure of secondary charter schools to comply with Sections 1003.42 and 189 1008.25, F.S. (Public School Student Progression; Student Support; 190 Reporting Requirements); 191 (hh) failure to use records and grade procedures that adequately provide the 192 information required by the Sponsor, FDOE and statute; 193 (ii) failure to provide Special Education(SPED)students and English Language 194 Learners(ELL)with programs and services in accordance with federal, state 195 and local laws; 196 6j) admitting or dismissing of students based on a student's academic 197 performance; 198 (kk) failure to obtain proof of consent to enroll, withdraw, or transfer each 199 student from the student's parent / guardian or from the student, if the 200 student is eighteen (18)years of age or older; 201 (11) failure to comply with the Florida Building Code and the Florida Fire 202 Prevention Code, including reference documents, state laws and rules, and 203 federal laws and rules, as applicable to charter schools; 204 (mm) failure to comply with all applicable laws, ordinances, and codes of federal, 205 state, and local governance Individuals with Disabilities Education Act 206 (IDEA); 207 (nn) failure to obtain all necessary licenses, permits, zoning, use approval, 208 facility certification, and other approvals required for use and continued 209 occupancy of the facility as required by the local government or other 210 governmental agencies, within the timelines specified by the Sponsor; 211 (oo) failure to maintain valid licenses, permits, use approval, facility 21 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 212 certification, and any other approval as required by the local government or 213 any other governmental bodies having jurisdiction at any time during the 214 term of this Charter; 215 (pp) violation of Florida Statute 112 Part III, Code of Ethics for Public Officers 216 and Employees as applicable to Board members and employees; 217 (qq) violation of the Family Educational Rights and Privacy Act (FERPA) (20 218 U.S.C. §1232g; 34 CFR Part 99); 219 (rr) any material violation of assessment administration and security 220 procedures; and/or 221 (ss) failure to maintain accurate and up-to-date personnel data in the Automated 222 Charter School Employee System (ACES) required to demonstrate 223 compliance with state and federal mandates for comparability and 224 maintenance of effort. 225 2) Non-Renewal/90-day Termination 226 At least ninety (90) days prior to non-renewal or termination of the Charter, the 227 Sponsor shall notify the Board, the City Manager and principal in writing. The 228 notice shall state in reasonable detail the grounds for non-renewal or termination. 229 (a) Hearing-Within 14 calendar days after receiving the notice,the Board may 230 request an administrative hearing in front of the Florida Division of 231 Administrative Hearings (DOAH) by filing a written request with the 232 School Board Clerk pursuant to School Board Policies 0133, Quasi- 233 Judicial, and 9800, Charter Schools (Appendix C) and Section 234 120.54(5)(b),F.S. Legally sufficient requests, shall be forwarded to DOAH. 235 The DOAH hearing will be conducted pursuant to Florida Statute 1002.33, 236 and Chapter 120,F.S. Following the DOAH hearing,the administrative law 237 judge shall submit a final order to the Sponsor. 238 (b) The Sponsor may send in financial and/or instructional experts to advise 239 and assist the School in improving the conditions stated in the notice of 240 termination. Failure to cooperate, or failure to significantly improve the 241 noted conditions, shall also constitute good cause for termination. 22 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 242 (c) For purpose of notice, the charter Board is the last legitimate roster 243 submitted by the School to the Sponsor. 244 (d) The decision by the Board to request a DOAH hearing must be made in a 245 legally advertised public meeting with a quorum present. Minutes or an 246 adopted resolution documenting the action must be submitted to the 247 Sponsor with the request for a DOAH hearing and properly posted. 248 (e) The Board shall continue to operate the School until a final order 249 terminating the charter is issued, during which time all provisions of this 250 Charter shall remain in effect. The closing date shall be negotiated between 251 the Sponsor and the School, unless otherwise provided for in a final order. 252 E) Immediate Termination 253 1) Student Health, Safety, or Welfare 254 This Charter may also be terminated immediately if the Sponsor determines that an 255 immediate and serious danger to the health, safety, or welfare of the charter school's 256 students exists. Lack of an appropriate facility in which to operate the School may 257 constitute an immediate and serious danger to the health, safety, or welfare of the 258 School's students. The Sponsor's determination is subject to the 90-day termination 259 procedures in Section D(a), (c), and (d) above except that the School must request 260 a DOAH hearing within ten (10) calendar days upon receiving the notice and the 261 hearing may take place after the charter has been terminated. 262 2) Sponsor Notification Responsibilities 263 Upon immediate termination, the Sponsor shall notify the Board, the City Manager 264 and principal in writing. 265 3) Operation of the School 266 The Sponsor shall operate the School until the issuance of a final order unless the 267 continued operation of the charter school would materially threaten the health, 268 safety, or welfare of the students. The Sponsor shall assume and continue operation 269 pursuant to law. Lack of a facility may constitute a material threat to the health, 270 safety, or welfare of the students. If the School has no facility at the time of 271 termination, the Sponsor is not obligated to operate the School. 23 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 272 4) School Access and Documentation Responsibilities 273 The School shall immediately give to the Sponsor access to the School's facilities, 274 security-system access codes and access codes for school owned/leased computers 275 in the School's facilities, all student, educational, operational, and administrative 276 records of the School including those held by third parties, access to the School's 277 bank accounts which contain public funds, but specifically excluding funds of the 278 City of Aventura, a governmental entity, storage facilities, all records, information, 279 receipts and documentation for all expenditures of public funds, excluding City of 280 Aventura funds, including but not limited to federal grants such as Title I and 281 charter school grants, and all public property. 282 5) Removal of Funds or Property 283 The School shall not remove any funds or property purchased with either public or 284 private funds until the Sponsor has a reasonable opportunity to determine whether 285 the funds are public or private and whether the property was purchased with public 286 or private funds. After notice of the Sponsor's decision to terminate, under no 287 circumstances shall the School remove any property or funds. 288 6) Disbursement of Funds 289 The Sponsor shall only disburse school funds in order to pay the normal expenses 290 of the School as they accrue in the ordinary course of school business. The Sponsor 291 is not required to use its own funding resources to pay the School's debts. 292 7) Employees of the School 293 The School's instructional and operational employees may continue working in the 294 School during the time that the Sponsor operates the School but will not be 295 considered Sponsor employees. The Sponsor may take any appropriate personnel 296 action regarding the School's employees. 297 F) Post-Termination 298 1) School 299 The School shall be dissolved under the provisions of law under which the School 300 was organized. Student records and copies of all administrative, operational, and 301 financial records of the School shall be provided to the Sponsor on the date the 24 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 302 termination/non-renewal takes effect. The School shall also provide to the Sponsor 303 the School's security system and technology access codes. 304 2) School Furniture, Fixtures, Equipment, and Funds 305 Any property, improvements, furnishings, and equipment purchased with any 306 unencumbered public funds (except for City of Aventura funds, capital funds and 307 federal charter school program grant funds) shall automatically revert to the 308 Sponsor(subject to any lawful liens and encumbrances). If the School's accounting 309 records fail to clearly establish whether a particular asset was purchased with public 310 funds or non-public funds, then it shall be presumed public funds were used and 311 ownership of the asset shall automatically revert to the Sponsor. Property and 312 assets purchased with public funds shall be defined as those goods purchased with 313 grants and funds provided by a governmental entity but specifically excluding funds 314 of the City of Aventura, a governmental entity.Public funds provided by the School 315 and used by a management company to purchase property and assets for the School 316 are considered public funds. 317 3) School Debt 318 The School shall be responsible for all the debts of the school. The Sponsor may 319 not assume the debt from any contracted services made between the Board of the 320 School, the Management Company, and/or third parties. 321 4) Unencumbered Funds 322 Upon the Sponsor's request,unencumbered public funds from the School excluding 323 City of Aventura funds, District school board property and any improvements, 324 furnishings, and equipment purchased with public funds, or financial or other 325 records pertaining to the School, in the possession of any person, entity, or holding 326 company other than the School, shall be held in trust upon the District school 327 board's request until any appeal status is resolved. 328 5) Expenditures 329 Upon initial notification of non-renewal, closure, or termination, the School may 330 not expend more than $10,000 per expenditure without prior written approval from 331 the Sponsor unless the expenditure was included within the annual budget 25 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 332 submitted to the Sponsor, is for reasonable attorney fees and costs during the 333 pendency of any appeal, or reasonable fees and costs to conduct an independent 334 audit. 335 6) Final Audit 336 An independent audit shall be completed within 30 days after notice of termination, 337 closure, or non-renewal to account for all public funds and assets. During the fiscal 338 year in which termination or nonrenewal occurs, the School Board of Miami-Dade 339 County shall withhold from the School's Florida Education Finance Program 340 (FEFP)funds those monies necessary to pay for a final independent financial audit. 341 G) School Election to Terminate or Non-renew 342 If the School elects to terminate or non-renew the charter, it shall provide notice of the 343 election to the Sponsor indicating the final date of operation. All post-termination 344 provisions listed above apply. 345 346 SECTION 2: ACADEMIC ACCOUNTABILITY 347 A) Student Performance: Assessment and Evaluation 348 1) Initial Year 349 (a) Expected Outcomes: The educational goals and performance objectives 350 for improving student achievement will include how much academic 351 improvement students are expected to show each year,how student progress 352 and performance will be evaluated and the specific results to be attained, as 353 described in the approved Application. 354 (b) Methods of Measurement: The methods used to identify the educational 355 strengths and needs of students and the educational goals and performance 356 standards are those specified in the School's approved Application. 357 (c) Assessments 358 i) State-Required: Students shall participate in all state assessment 359 programs. The School shall facilitate required alternate assessments 360 and comply with state reporting procedures. 361 ii) Additional: Students shall participate in all District selected 26 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 362 assessment programs in which the District's students in comparable 363 grades/schools participate and any other assessments as described in 364 the approved Application. The School will select and implement its 365 own progress monitoring tool and assessment. 366 iii) Support: All School personnel involved with any aspect of the 367 testing process must have knowledge of and abide by state and 368 Sponsor policies, procedures, and standards regarding test 369 administration, test security, test audits, reporting of test results and 370 shall cooperate with any investigations involving the School. The 371 School shall comply with the applicable employee screening process 372 as described in this Charter regarding all individuals who will serve 373 as test administrators,proctors, and other support personnel required 374 for accountability testing. The Sponsor shall provide to applicable 375 school staff all services/support activities that are routinely provided 376 to the Sponsor's staff regarding implementation of District and 377 state-required assessment activities, e.g., procedures for test 378 administration, staff training, dissemination and collection of 379 materials, monitoring, scoring, analysis, and summary reporting. 380 The designated School Assessment Coordinator from the School is 381 required to attend all training sessions and informational meetings 382 required by the Sponsor. The School shall immediately notify the 383 Sponsor upon any change in the designated School Assessment 384 Coordinator. 385 iv) Technological & Infrastructure: The School shall provide 386 adequate technological infrastructure to support all required online 387 test administration and shall timely comply with all state and District 388 operational readiness evaluations. Failure to comply may result in 389 costs assessed by the Sponsor to the School for the scheduling of 390 subsequent evaluations and readiness testing. 391 2) Annual Goals and Performance Objectives 27 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 392 (a) School Improvement Plan: First year charter schools, and other charter 393 schools as required by law, shall develop and submit a SIP to the Sponsor 394 within the timelines specified by the Sponsor and the FLDOE. 395 i) Minimum Components of SIP 396 1) The School will provide the Sponsor a SIP that is based on 397 the goals and objectives required by federal and state law and 398 complies with the guidelines provided by the Sponsor by the 399 date due established by the State and/or Sponsor. The SIP 400 shall contain the School's measurable objectives for the 401 subsequent school year. 402 2) The School agrees to the baseline standard of achievement, 403 the outcomes to be achieved, and the methods of 404 measurement that have been mutually agreed upon in the 405 SIP. 406 ii) Deadline for Governing Board Approval: The Board shall review 407 and approve the SIP prior to its final submission. Minutes 408 documenting SIP approval must be taken and posted. 409 iii) Monitoring: The EESAC and the City Manager shall develop and 410 monitor the implementation of the SIP. Schools graded a"D" or"F" 411 in any two consecutive or two of any three years under the State's 412 school grading system shall implement a corrective action plan 413 pursuant to Section 1002.33, F.S. 414 (b) Annual Objectives: Schools that are not required to complete a SIP, shall 415 provide proposed academic achievement goals and annual objectives as 416 follows: 417 i) By October 15, the School shall provide to the Sponsor its proposed 418 academic achievement goals for the current year. The academic 419 achievement goals shall include, at a minimum, growth and 420 proficiency on state assessments and may include performance on 421 additional assessments included in the approved charter school 28 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 422 Application. If in any year of the Charter, the School will not serve 423 students in grades that participate in the statewide assessments, the 424 academic achievement goals shall be based on the assessments 425 included in the approved Application and at least one assessment 426 administered for such grades in traditional public schools in the 427 District. 428 ii) The Sponsor shall review the proposed academic achievement goals 429 within 30 days of receipt. If the Sponsor does not accept the 430 academic achievement goals, it shall provide the School a written 431 explanation. If the School and Sponsor cannot agree on academic 432 achievement goals, either party may request conflict resolution in 433 accordance with this Charter. 434 (c) Assessments: Students shall participate in assessment programs as 435 described in the approved Application. 436 i) State-required: Students at the School shall participate in all state 437 assessment programs. The School shall facilitate required alternate 438 assessments and comply with state reporting procedures. 439 ii) Reporting: If the School offers advanced academic programs 440 (International Baccalaureate, Cambridge, Advanced Placement, 441 and/or Advanced International Certificate of Education Program), 442 the School shall provide to the Sponsor official examination results 443 within the timeframe and in the format determined by the Sponsor 444 and required by law. 445 iii) Additional: Students shall participate in all District assessment 446 programs in which the Sponsor's students in comparable 447 grades/schools participate and any other assessments as described in 448 the approved Application. 449 1) The School shall be responsible for all costs associated with 450 assessments not mandated by the state or covered by federal 451 funding, such as Title I and IDEA. 29 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 452 2) If an Individual Education Plan (IEP) for a student with 453 disabilities, or a 504 Plan for a student who participates in 454 programs for the gifted, indicates accommodations or an 455 alternate assessment for participation in a State assessment, 456 the School will facilitate the accommodations or alternate 457 assessment and comply with State reporting procedures. 458 iv) Support: All School personnel involved with any aspect of the 459 testing process must have knowledge of and abide by state and 460 Sponsor policies, procedures, and standards regarding test 461 administration,test security,test audits,reporting of test results, and 462 shall cooperate with any investigation involving the School. The 463 School shall comply with the applicable employee screening process 464 as described in this Charter regarding all individuals who will serve 465 as test administrators,proctors, and other support personnel required 466 for accountability testing. The Sponsor shall provide to applicable 467 school staff all services/support activities that are routinely provided 468 to the Sponsor's staff regarding implementation of District and 469 state-required assessment activities, e.g., procedures for test 470 administration, staff training, dissemination and collection of 471 materials, monitoring, scoring, analysis, and summary reporting. 472 The designated School Assessment Coordinator from the School is 473 required to attend all training sessions and informational meetings 474 required by the Sponsor. The School shall immediately notify the 475 Sponsor upon any change in the designated School Assessment 476 Coordinator. 477 3) Termination Based on School Grade or Rating 478 The Charter shall be terminated if the School receives a state-designated grade of 479 "17" or a rating of declining in(1)any two consecutive years, or(2)two of any three 480 years and fails to choose and implement one of the corrective actions in Section 481 1002.33(9)(n)2. The Charter may be non-renewed or terminated if the School fails 30 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 482 to make adequate academic progress in accordance with state and federal laws. This 483 provision does not preclude the Sponsor from terminating the Charter for failure to 484 meet academic standards within the first or any subsequent school year. In addition 485 to evaluating the School's success in achieving the objectives stated in the SIP 486 and/or the School's goals and performance objectives, the School shall meet the 487 state's student performance requirements in accordance with State Board of 488 Education Rule 6A-1.09981, Implementation of Florida's System of School 489 Improvement and Accountability, and Sections 1001.02, 1008.33, and 1008.345, 490 F.S. This accountability criterion shall be based upon the assessment systems of the 491 School, the Sponsor, and the State. 492 4) Records and Grades Procedures 493 The School shall use records and grade procedures that adequately provide the 494 information required by the Sponsor. The School may use an alternative grading 495 and recording system, but the system must comply with the State's reporting 496 guidelines and be approved by the Sponsor. The School will use the Sponsor's 497 electronic grade book system. If the School chooses to use an application other 498 than the system in use by the Sponsor, it will be responsible for data entry directly 499 into the District's student information system for daily attendance and all quarterly 500 academic, effort, and conduct grades. Schools that use an alternative grade book 501 system will not be able to upload grade or attendance data to the Information 502 Technology Services (ITS) department. Schools not uploading will be required to 503 have a documented procedure in place for communicating attendance and grades to 504 the data entry clerk, prior to the opening of schools. Schools that opt to use an 505 alternative grade book system will be required to provide some form of prior year 506 electronic audit trail. ITS support will not be provided for schools that do not use 507 the District's electronic gradebook system. The School shall follow the Sponsor's 508 Elementary School Academic Programs Course Codes and/or Miami-Dade County 509 Public Schools Authorized Courses for Secondary Schools, as appropriate. If 510 required pursuant to Section 1006.40(2)F.S., the School shall provide each student 511 with a current state adopted textbook or other current instructional materials in each 31 Page AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 512 core course,including but not limited to,mathematics,language arts, science, social 513 studies, reading, and literature. These materials must be provided within the first 2 514 years of the effective date of the State's textbook adoption cycle. 515 5) Textbook Inventory 516 (a) The School will maintain, and have available for review, a current textbook 517 or digital textbook inventory for core courses which shall include title, date 518 of adoption cycle, and number of texts and or licenses available and in use. 519 (b) The School shall provide adequate technological infrastructure to support 520 and deliver all digital instructional materials. 521 B) Student Promotion 522 1) Student Progression Plan 523 The School will adopt the Sponsor's Student Progression Plan (SPP) which is 524 attached as Appendix D. The School shall implement the SPP in effect for the 525 current operational year. The Sponsor may consider but is not obligated to approve 526 any exemptions from the SPP requested by the School. Failure to agree on 527 exemptions shall not be considered a Charter dispute. The School may not 528 implement any exemptions that are not approved by the Sponsor. If the Sponsor 529 amends the SPP, the School shall agree to the amendments within ten(10)business 530 days of being provided notice of amendments by the Sponsor or shall develop and 531 adopt another SPP approved by the Sponsor. Failure to comply with this provision 532 may result in withholding of Full-Time Equivalent (FTE) until compliance and 533 constitutes good cause for termination. 534 2) Graduation Requirements 535 The School shall establish a method for determining that a student has satisfied the 536 requirements for graduation in Sections 1003.42 and 1008.25, F.S., and shall 537 inform the Sponsor of this method and/or any changes to a previously adopted 538 method at least one month prior to the beginning of the school year. 539 3) Accreditation 540 Secondary schools shall notify the parents and students of the School's 541 accreditation status and the implications of non-accreditation in a) the School's 32 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 542 student enrollment form; b) the Parent/Student handbook; and c) any 543 Parent/Student contract. The notification must also be prominently displayed at all 544 times on the School's website. 545 4) Other Assessment Tools 546 The School shall use all other assessment tools as stated in the approved 547 Application and identified in the annual SIP, if required, or the School's goals and 548 performance objectives. 549 C) Data Access and Use 550 1) Access to Facilities, Records, and Data 551 The School shall allow the Sponsor reasonable access to its facilities and records to 552 review data sources, including collection and recording procedures, in order to 553 assist the Sponsor in making a valid determination about the degree to which 554 student performance requirements have been met as stated in the Charter and as 555 required by Sections 1008.31 and 1008.345, F.S. Furthermore, the School shall 556 allow the Sponsor to collect data through other means such as surveys to conduct 557 required research and/or evaluations. The Sponsor shall not impose additional 558 reporting requirements on the school without providing reasonable and specific 559 justification in writing to the school and the school shall provide required 560 responses/data within the timelines that allow the Sponsor to meet required 561 deadlines. 562 2) Sponsor Use of Required Assessment Data 563 The Sponsor shall use results from the state and district required assessment 564 programs referenced in this Charter,the data elements included in the annual report, 565 and any other information acquired by the Sponsor to provide the State Board of 566 Education and the Commissioner of Education the analysis and comparison of the 567 schools' student performance. 568 3) Acceptable Use Policy 569 The School shall adopt student and employee computer and privacy policies and 570 standards that comply with all applicable state and federal laws. All charter school 571 employees and students are bound by all of the Sponsor's computer policies and 33 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 572 standards regarding data privacy and system security. The School shall not access, 573 directly or through a third party, any of the Sponsor's student information unless 574 and until the student actually enrolls in the School. Violation of this provision 575 constitutes good cause for termination. 576 D) Advanced Academics 577 1) Dual Enrollment 578 Pursuant to Section 1007.271, F.S., the School may provide dual enrollment 579 opportunities to any student meeting the eligibility requirements and expressing the 580 desire to enroll. 581 (a) Articulation Agreements: If the School chooses to provide a Dual 582 Enrollment program it shall develop and implement all Dual Enrollment 583 Articulation Agreements between the School and postsecondary institutions 584 as required by law. The School shall also develop and implement a plan to 585 inform all secondary students and their parents of dual enrollment 586 opportunities as an educational option and mechanism for acceleration and 587 shall ensure that dual enrollment courses taught on the high school campus 588 will not be combined with any high school course. This agreement shall 589 include the method of payment between the School and the postsecondary 590 institution and shall be submitted annually to the Department of Education 591 and the Sponsor by August 1. 592 (b) Eligible Institutions: Pursuant to Section 1011.62(1), an independent non- 593 profit college or university that is accredited by a regional or national 594 accrediting agency recognized by the United States Department of 595 Education, which confers degrees as defined in Section 1005.02, F.S., shall 596 be eligible to offer authorized dual enrollment programs. 597 (c) Funding: Eligible students enrolled in a dual enrollment or early admission 598 program through Florida College System institutions or other state 599 universities are exempt from the payment of tuition and fees, pursuant to 600 Section 1009.25, F.S. The fee exemption includes application, tuition, 601 laboratory fees, and textbook fees for courses taken through dual 34 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 602 enrollment. The School is responsible for paying all tuition and fees to the 603 postsecondary institution for dual enrollment courses. The School is also 604 responsible for paying for all dual enrollment textbooks. 605 2) Preliminary Scholastic Aptitude Test (PSAT) 606 (a) Pursuant to Section 1007.3 5, F.S., each public high school shall provide for 607 the administration of the PSAT/National Merit Scholarship Qualifying Test 608 (NMSQT)in the tenth grade. 609 (b) The School is responsible for the application and receipt of the College 610 Entrance Examination Board(CEEB)number from the Educational Testing 611 System (ETS) and shall timely submit confirmation of that number to the 612 Sponsor. 613 3) Advanced Placement Examinations 614 (a) Pursuant to Section 1003.4295, F.S., each high school shall offer an 615 International Baccalaureate (IB) Program, an Advanced International 616 Certificate of Education (AICE), or a combination of at least four courses 617 in dual enrollment or Advanced Placement(AP), including one course each 618 in English, mathematics, science, and social studies. 619 (b) The School shall not charge any fees for participation in AP/IB/AICE 620 courses or examinations for any AP/IB/AICE courses in which students are 621 enrolled. 622 (c) The School shall provide all AP/OB/AICE teachers with training and 623 professional development opportunities as required by the AP/IB/AICE 624 syllabus. 625 626 SECTION 3: STUDENTS 627 A) Eligible Students 628 The School shall be open to any student residing in Miami-Dade County and to students in 629 other districts. Admission or dismissal must not be based on a student's academic 630 performance. Enrollment preference will be given to the children of Aventura residents in 631 accordance with Section 1002.33(10)(d), F.S_ 35 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 632 B) Grades Served 633 K-8 634 The School shall be non-sectarian in its programs, admissions policies, employment 635 practices and operations. The School will meet all applicable state and local health, safety, 636 and civil rights requirements. 637 C) Class Size 638 The School shall comply with class size restrictions as required by law. 639 D) Annual Projected Enrollment 640 The School may give enrollment preference to those student populations identified in 641 Section 1002.33(10)(d), and may otherwise limit enrollment to target those student 642 populations identified in Section 1002.33(10)(e)and identified in the approved application. 643 1) Student Enrollment— 644 Following is the student enrollment breakdown by year: 645 Year 1-15: 2018-2033 - Grades K-8 —up to 1,032 students 646 2) High-Performing Charter Schools 647 A high performing charter school must have documentation from the 648 Commissioner of Education designating the School as high-performing pursuant to 649 Section 1002.331, F.S. A high performing charter school shall notify the Sponsor 650 in writing by March 1 of the preceding year if it intends to increase enrollment 651 beyond the enrollment stated in this charter and/or to expand grade levels the 652 following year. The School shall not, however, enroll students beyond the facility 653 capacity. The written notice shall specify the amount of the enrollment increase, 654 the grade levels that will be added, and evidence of the official facility capacity. To 655 increase enrollment and add grade levels, this Charter must be amended through 656 the Sponsor's current charter amendment process for these types of amendments in 657 School Board Policy 9800, Charter Schools (Appendix Q. Failure to provide 658 timely notice to the Sponsor or to comply with the amendment process shall 659 preclude the School from increasing enrollment or expanding grade levels. 660 3) Minimum Enrollment Requirements 661 The School's minimum enrollment for the first year of operation is N/A. The parties 36 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 662 agree that this is the minimum enrollment that will support the School's operations. 663 Failure to achieve the minimum enrollment by the October FTE reporting period 664 for the first year of operation constitutes good cause for termination or non-renewal 665 unless the School provides the Sponsor a revised and balanced budget and a cash 666 flow statement that are realistic and reasonable within 15 calendar days of the 667 October FTE reporting period. A budget to support this minimum enrollment is 668 provided in the Budget for Initial Year of Operation Based on Minimum Enrollment 669 (Appendix E). 670 4) Deferred Opening and Student Enrollment 671 In the event the School defers its opening, in the student enrollment breakdown 672 referenced in paragraph 1 of this section, the year(s) deferred shall be incorporated 673 into the approved term of this Charter and will be reflected as non- 674 operational/planning years. 675 5) Required Instructional Minutes 676 Instructional minutes shall be a minimum of 300 minutes per day. The hourly 677 equivalent for Kindergarten through grade 3 is 720 instructional hours and 900 678 instructional hours for students in grades 4 through grade 12. Schools operating on 679 a double-session calendar must be approved by the FDOE. Survey periods for Year- 680 Round School Programs shall be the same as for the regular fiscal year. Year-round 681 schools shall report the first 90 days of their regular 180-day school year in Survey 682 2 and the second 90 days of their regular 180-day school year in Survey 3, 683 regardless of when the tracks are in session. 684 6) Enrollment Capacity 685 The School's enrollment capacity is contingent on the student capacity as stated in 686 the Charter, valid Certificate of Occupancy (CO), Certificate of Use (CU), and/or 687 Fire Permit for the School facility issued by the local governmental agency in 688 whose jurisdiction the facility is located. Monthly FTE payments shall be withheld, 689 without interest, for students in excess of the School's enrollment capacity, as 690 defined by the Charter,valid CO, CU, and/or Fire Permit until the violation is cured. 691 7) Annual Enrollment 37 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 692 (a) Annual Enrollment Capacity:No later than March 1 of each year,the school 693 shall provide the Sponsor the proposed enrollment capacity for the 694 subsequent school year. The enrollment capacity shall be annually 695 determined by the Board in conjunction with the Sponsor based on factors 696 set forth in state law. 697 (b) Preliminary Enrollment Projections: No later than November 1 of each 698 year, the School shall provide to the Sponsor the School's preliminary 699 projected enrollment for the following school year. The projected 700 enrollment shall not constitute a cap on the School's enrollment for the 701 following school year. 702 (c) Final Enrollment Projection:No later than July 15th of each year,the School 703 shall provide the Sponsor the School's final enrollment projection for the 704 upcoming school year. Final enrollment is not annual capacity, but the 705 school projection for how many students will be enrolled when the school 706 year begins. The School shall not project enrollment or enroll students in 707 excess of the physical capacity of the building, unless the School operates 708 multiple sessions, in which case the physical capacity of the School shall 709 not be exceeded during any session. 710 (d) Disagreements between the Sponsor and the School relating to enrollment 711 capacity will be resolved using the dispute resolution provisions in this 712 Charter. 713 (e) The Board of a high performing charter school shall notify the sponsor 714 through the contract amendment process, of any proposed increase in 715 student enrollment by March 1 of the school year preceding the increase. 716 The enrollment capacity of a School that is designated as High-Performing 717 pursuant to Section 1002.331, F.S., shall be determined by the Board and 718 shall be within the constraints of the physical capacity referenced in the 719 Certificate of Occupancy of the building. 720 E) Admissions and Enrollment Plan 721 The School shall implement the enrollment policies and procedures and lottery process, as 38 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 722 described in the approved Application. As permitted under Section 1002.33(10)(d), the 723 school shall give enrollment preference to the children of the residents of the City of 724 Aventura who are seeking enrollment, to a sibling of a student enrolled in the School, or to 725 the child of an employee of the School. The School shall enroll an eligible student who 726 submits a timely application, unless the number of applications exceeds the capacity of a 727 program, class, grade level, or building. All applicants shall be given an equal chance of 728 being admitted through a random selection process. The School shall strive to achieve a 729 racial/ethnic balance reflective of the community it serves. If there are more Aventura 730 resident applicants, than seats, then there will be a random selection process in accordance 731 with Section 1002.33(10)(b), F.S. After all Aventura applicants have been offered seats, 732 non-Aventura applicants will be selected through a random selection process in accordance 733 with Section 1002.33(10)(b),F.S. Failure to comply with these provisions constitutes good 734 cause to terminate this Charter. 735 1) Recruitment 736 The School will recruit throughout all segments of the community. This may 737 include direct mailings, public advertisement utilizing the local and community 738 press and informational meetings at a variety of locations using both English and 739 other languages where appropriate. 740 2) Enrollment Consent 741 To enroll a student, the School must obtain proof of consent from the student's 742 parent or guardian, or from the student if the student is eighteen (18) years of age 743 or older. A charter school may not transfer an enrolled student to another charter 744 school having a separate Master School Identification(MSID)Number without first 745 obtaining the specific written approval of the student's parents/guardians before 746 each transfer. The School must maintain appropriate enrollment and student 747 application documentation. General consent for student transfer is prohibited (e.g., 748 consent included in a parent contract). Violation of this provision constitutes good 749 cause to terminate this Charter. 750 3) Enrollment Lottery and Wait List Documentation 751 The School shall maintain documentation of each enrollment lottery conducted, as 39 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 752 well as any student wait lists that are generated for a period of three (3) years, or 753 until applicable audits are completed and make them available to the Sponsor upon 754 request. Lottery documentation shall be sufficient to allow the Sponsor to verify 755 that the random selection process was fair, equitable, and in compliance with 756 applicable state statutes. At a minimum, the following documentation shall be 757 maintained and available to the Sponsor upon request at all times: 758 (a) official current policies, processes, and timelines related to the enrollment 759 lottery and wait list and documentation showing that the Board adopted 760 them at a regular public meeting; 761 (b) copies of student enrollment applications, any marketing materials, and all 762 other enrollment materials; 763 (c) evidence of compliance with all policies,processes, and timelines approved 764 by the Board, and related to the application,lottery and wait list notification; 765 (d) evidence that the lottery process was posted on the school's website and 766 clearly communicated to the public at large; 767 (e) evidence that outreach materials have been communicated in multiple 768 languages; and, 769 (f) copies of any wait lists, documents showing how the list was developed and 770 any other evidence that complies with the approved policies, processes, and 771 timelines. 772 4) Student Information 773 The School may not request prior to enrollment, through the application or 774 otherwise, information regarding the student's academic history, record of 775 standardized testing performance, juvenile or disciplinary history or status, a 776 student's Individual Education Plan (IEP), Education Plan (EP), Section 504 Plan, 777 Limited English Proficiency Plan(LEPP)or other information regarding a student's 778 special needs. 779 5) Articulation Agreement 780 As required by state law, articulation agreements must be approved by the Sponsor 781 prior to implementation. The Office of Charter School Compliance and Support 40 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 782 is authorized to approve articulation agreements that: 783 (a) identify the sending school and receiving school; 784 (b) are approved by resolution of the Board of the participating schools at a 785 regular public meeting prior to presentation to the Sponsor; 786 (c) implement standard vertical matriculation patterns (e.g. elementary to 787 middle school, middle school to high school, K-8 to high school); and 788 (d) do not negatively impact a student's opportunities to exercise school choice. 789 F) Maintenance of Student Records 790 1) Student Records 791 The School shall maintain both active and archival records for current/former 792 students in accordance with Sections 1003.25 and 1002.22, F.S., State Board of 793 Education Rule 6A-1.0955, and the State of Florida General Records Schedule GS7 794 for Public Schools Pre-K-12 and Adult and Career Education GS7 795 2) Transfer of Student Cumulative Records 796 All permanent cumulative records (both Category A, Permanent Information, and 797 Category B, Temporary Information) of students leaving the School, whether by 798 transfer to a traditional public school within the school system or withdrawal to 799 attend another charter school, shall be transferred upon receipt of an official request 800 from a receiving Miami-Dade County public school or a Sponsor's charter school. 801 The School may retain copies of the departing student's academic records created 802 during the student's attendance at the School. 803 3) Transfer of Student Cumulative Records Upon Student Enrollment 804 Termination 805 Upon termination of a student's enrollment at the School, all permanent cumulative 806 records (both Category A, Permanent Information, and Category B, Temporary 807 Information) of students leaving the School, but not transferring to a Sponsor's 808 public school or charter school, shall be hand-delivered to the Sponsor's 809 Department of Records and Forms Management. Proof of delivery shall be 810 provided to the Sponsor within five(5)business days. The School may retain copies 811 of the departing student's academic grades and attendance during the student's 41 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 812 enrollment at the School. 813 4) Transmittal of Educational Records 814 The School shall transmit to the Sponsor's Department of Records and Forms 815 Management, a listing of the types of Category A and B educational records 816 pursuant to State Board of Education Rule 6A-1.0955 and the procedures from the 817 Division of Student Services as stipulated in the Student Educational Records 818 manual. This report shall be transmitted each year prior to July 1. 819 G) Exceptional Student Education 820 1) Non-Discrimination 821 The School shall not discriminate against students with disabilities in placement, 822 assessment, identification, or admission. The School shall not request a student's 823 IEP, EP, Section 504 Plan, or other information regarding a student's special needs 824 during the application and lottery process, nor shall the School access such 825 information during the application and lottery process. However, prior to a 826 student's registration in the School, the School and the Sponsor's Office of Special 827 Education shall jointly review the IEPs,EPs, and Section 504 Plans of students who 828 have applied and been accepted to determine whether the services can be 829 implemented at the School or whether the student must attend another school that 830 has the resources to implement the services. If a student's IEP, EP, or Section 504 831 Plan can be implemented at the School, the student shall not be required to attend 832 another school. Schools that serve exclusively students with disabilities may 833 request the IEP, EP, or Section 504 Plan as part of the application and lottery 834 process to determine whether the services are compatible with the School's 835 programmatic model. 836 2) Sponsor Responsibilities 837 (a) The Sponsor's Office of Special Education shall participate in a j oint review 838 of IEPs, EPs, or Section 504 Plans of students who have been accepted to 839 determine whether the services can be implemented at the School or 840 whether the student must attend another school that has the resources to 841 implement the services. If a student's IEP, EP, or Section 504 Plan can be 42 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 842 implemented at the School, the student shall not be required to attend 843 another school. 844 (b) The Sponsor shall conduct initial evaluations of students referred for 845 potential Special Education, Gifted and Section 504 eligibility, and for the 846 re-evaluation of Exceptional Student Education (ESE) students, in 847 accordance with federal and state mandates. All requirements for Response 848 to Intervention must be followed by the School with fidelity prior to and 849 during the evaluation process. The School and/or parents may obtain private 850 evaluations of students at their expense. These evaluations must be 851 considered in determining eligibility but will not necessarily substitute for 852 an evaluation conducted by the Sponsor's personnel in a manner and 853 timeframe consistent with that of all of the other Sponsor's schools. The 854 Sponsor will monitor the School for ESE compliance with applicable 855 federal, state, and local policies and procedures as outlined in the 856 Exceptional Student Education Policies and Procedures (SP&P) (Appendix 857 F). 858 (c) A representative of the Sponsor shall participate in all initial IEP, EP, and 859 Section 504 Plan meetings and shall serve as the Local Educational Agency 860 (LEA)Representative when present at an IEP, EP, or Section 504 meeting. 861 However, the administrator or designee in charge at the School will serve 862 as the LEA Representative at all other annual and interim IEP, EP, and 863 Section 504 meetings, which the School shall conduct. 864 (d) The Sponsor will monitor the School for ESE compliance.Non-compliance 865 with federal, state, and local policies and procedures may result in 866 withholding FTE funding until compliance is achieved and/or the 867 termination of the Charter. 868 3) School Responsibilities 869 (a) The School shall participate in a joint review of IEPs, EPs, or Section 504 870 Plans of students who have been accepted to determine whether the services 871 can be implemented at the School or whether the student must attend 43 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 872 another school that has the resources to implement the IEP. If a student's 873 IEP,EP, or Section 504 Plans can be implemented at the School, the student 874 shall not be required to attend another school. 875 (b) The School shall fully implement the IEPs,EPs,Functional Assessments of 876 Behavior/Behavior Intervention Plans and Section 504 Plans of enrolled 877 students, including delivery of supplementary aids and services and related 878 services, unless the IEP, EP, or Section 504 team determines that the 879 student's needs cannot be met at the School and placement at another school 880 within the Sponsor's district constitutes the least restrictive environment on 881 the continuum of alternative placements. The School must follow all 882 disciplinary procedures and policies relevant to students with disabilities, 883 including implementation of FABsBIPs and manifestation determinations. 884 In no instances should a student's IEP, EP, or Section 504 services or 885 placements be changed solely for the purpose of accommodating the 886 School's placement options. Such changes may result in withholding FTE 887 funding until compliance is achieved and/or the termination of the Charter. 888 (c) The School shall deliver all educational, related services and equipment 889 indicated on the student's IEP, EP, or Section 504 Plan. The School shall 890 also provide related services and equipment, e.g., speech/language therapy, 891 occupational therapy, physical therapy, nursing, counseling, assessment 892 instruments, assistive technology devices, transportation and therapeutic 893 equipment. 894 (d) The School shall conduct the evaluations of the School's students referred 895 for physical therapy (PT) and occupational therapy (OT), speech and 896 language (SL), nursing, assistive technology (AT) and functional 897 assessment of behavior (FAB) services with personnel qualified in 898 accordance with State of Florida regulations and in accordance with 899 Response to Intervention requirements. If the student is determined eligible 900 for these services and the initial IEP or Section 504 Plan is written, the 901 School shall be responsible for providing required services to the student. 44 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 902 The School shall ensure that the person(s) conducting evaluation(s) attend 903 an IEP meeting to review the evaluations when eligibility for services is 904 determined. ALL evaluations must include a review of the student's 905 educational records, including but not limited to IEP or Section 504 Plan, 906 identification and development of goals to be supported by PT, OT, SL 907 behavioral intervention and/or assistive technology, and/or nursing; a 908 treatment plan for the student; and reference to supporting medical 909 documentation if applicable. The School shall ensure that all service 910 providers review and implement the student's IEP. The School shall ensure 911 that all service providers contribute to the student's annual and interim IEP 912 meetings either in writing, by telephone, or in person. Service providers 913 must also contribute to status reports and updates on the student's IEP goals 914 and benchmarks related to their areas of treatment. The School shall require 915 all service providers to the student to attend orientation and in-service 916 training on delivery of school-based services and how to support 917 educationally-relevant IEP goals. The Sponsor shall provide that the 918 orientation and in-service training. The Sponsor may conduct periodic 919 reviews of the paperwork prepared by the service providers providing 920 services to such students. 921 (e) The School shall immediately notify the Sponsor if a parent requests an 922 Independent Educational Evaluation(IEE) at public expense and work with 923 the Sponsor to determine whether the IEE will be granted or a due process 924 action will be filed to defend the School's/Sponsor's evaluation. 925 (f) The School shall comply with the requirements of the IDEA, Section 504, 926 and regulations as they relate to the student's IEP/Section 504 Plan, and the 927 School shall ensure that the appropriate highly-qualified instructional 928 personnel of the School that are required members of the IEP committee 929 attend all IEP meetings. 930 (g) Exceptional Students shall be educated in the least-restrictive environment. 931 Students whose needs cannot be appropriately addressed at the School as 45 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 932 determined by an IEP, EP, or Section 504 team meeting held after 933 enrollment,will be appropriately referred to the student's home school. The 934 School shall contact the Sponsor's Office of Special Education to notify 935 staff that the student has been referred to their home school. 936 (h) The School shall make its personnel aware of professional development 937 opportunities offered by the Sponsor's Division of Exceptional Student 938 Education and Psychological Services departments. In addition, the School 939 shall require all personnel assigned to implement IEPs, EPs, and Section 940 504 Plans to participate in meetings and/or trainings required by the 941 Sponsor's Division of Exceptional Student Education and Psychological 942 Services departments. 943 4) Services Covered by the Administrative Fee 944 The Sponsor shall provide exceptional student education administration services to 945 the School, pursuant to Section 1002.3 3, F.S. 946 5) Due Process Hearing 947 (a) A student, parent, or guardian who indicates at an IEP, EP or 504 meeting 948 that they wish to file for a due process hearing pursuant to state law and 949 rules shall be given the appropriate forms by the LEA attending the IEP 950 meeting. These forms shall also be provided upon request at any other time. 951 Parents must file due process hearing requests with the School Board Clerk 952 pursuant to School Board Policy 0133, Quasi-Judicial Functions, and the 953 procedural safeguards posted on the Sponsor's Exceptional Student 954 Education website. The Sponsor's legal counsel will ensure that the due 955 process hearing request is filed with the Florida Division of Administrative 956 Hearings ("DOAH") and will notify the School's legal counsel. 957 (b) The Sponsor will review the due process complaint and hold an initial 958 meeting to analyze the merits of the complaint. The School must select its 959 own legal counsel and participate in the initial meeting with the Sponsor. 960 (c) The Sponsor's legal counsel will represent the Sponsor on all claims related 961 to initial evaluations and re-evaluations referenced in Section 2(b) above. 46 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 962 The School's legal counsel shall represent the School on claims related to 963 all other evaluations. The Sponsor's legal counsel will represent the 964 Sponsor in all cases where a District employee fulfills the role of the LEA 965 at the staffing/IEP meeting. The School's legal counsel will represent the 966 School on all claims related to implementation of Response to Intervention 967 ("RtI"),IEPs, 504 Plans, EPs, and where a School employee fulfills the role 968 of the LEA at the staffing/IEP meeting. The Sponsor's legal counsel will 969 seek a dismissal of the Sponsor with regard to claims over which the 970 Sponsor had no role (e.g., implementation claims). However, if the 971 dismissal is denied, the Sponsor's counsel will continue to provide 972 recommendations and work with the School's counsel as co-counsel on the 973 pending case. The School shall pay all costs and court-ordered relief 974 associated with cases handled by the School's legal counsel and cases 975 involving allegations of a failure to implement the IEP and related services. 976 In the event that the student/parent prevails, either through a settlement or 977 hearing, the School shall pay any and all attorneys' fees, reimbursements, 978 compensatory education and any other costs incurred, agreed upon or 979 awarded for cases where the Sponsor had no role (e.g., IEP implementation 980 claims, evaluation claims for speech/language, occupational therapy, 981 functional assessments of behavior evaluations, etc.) as outlined above. 982 (d) The School must designate an administrator and relevant members of the 983 IEP team to attend a resolution or mediation session conducted by the 984 Sponsor's due process team. The School's legal counsel and the Sponsor's 985 legal counsel may participate in the resolution session only if the parent is 986 represented by an attorney.If the Sponsor and the School elect to participate 987 in mediation in lieu of a resolution session, the Sponsor's due process team 988 will invite the legal counsels of the Sponsor and the School. 989 (e) Following the resolution session/mediation, the School shall review the 990 recommendations of the Sponsor's due process team with their legal 991 counsel and communicate in writing the School's position on 47 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 992 resolution/settlement to the Sponsor's due process team. If the School opts 993 not to follow the recommendations of the Sponsor's due process team, the 994 School will incur all costs associated with subsequent court orders as set 995 forth in Section 5(c). 996 (f) If the matter is resolved by a written agreement, the Sponsor's legal counsel 997 will file the appropriate motions for dismissal and closure of the case. 998 (g) If the matter is not resolved,the legal counsel of the Sponsor and the School 999 shall ensure that representation in the due process hearing proceeds in 1000 accordance with Section (5)(c) above and the procedural safeguards posted 1001 on the Sponsor's Exceptional Student Education website. The School shall 1002 ensure that all pertinent staff participate in the due process resolution and 1003 hearing phases. 1004 (h) In addition to any costs for substantive relief granted, as set forth in Section 1005 (5)(c) and (e) above, the School shall bear the School's portion of 1006 administrative costs, as, associated with the due process case, including but 1007 not limited to, legal representation, discovery, court reporter, and 1008 interpreter. Depending on the nature of the claims, the School's and the 1009 Sponsor's counsels shall estimate the proportionate share of costs at the 1010 outset of the case. The Sponsor may deduct any amount owed to the 1011 Sponsor from FTE payments. 1012 6) Reimbursement for Services 1013 Under the Medicaid Certified School Match Program, the School may be eligible 1014 to seek reimbursement for certain services provided to Medicaid-eligible students 1015 who qualify for services under the IDEA, Part B or C. In order to seek 1016 reimbursements, the School shall follow the procedures established for Medicaid- 1017 reimbursable services to eligible students at the School as outlined in Florida 1018 Medicaid Certified School Match Program (Appendix G), attached and 1019 incorporated into this Charter by reference. 1020 H) Withdrawal Policies and Procedures 1021 1) Involuntary Student Withdrawal 48 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1022 The School may not persuade a parent to withdraw their child in lieu of disciplinary 1023 action or involuntarily withdraw, dismiss, or transfer a student, unless the 1024 withdrawal or transfer is accomplished through the Sponsor's transfer policies. 1025 Students already enrolled at the School must be provided with the option to remain 1026 enrolled at the School for the following school year. 1027 2) Voluntary Student Withdrawal 1028 A student may voluntarily withdraw from the School at any time and enroll in 1029 another public school. 1030 1) Discipline 1031 1) Code of Student Conduct (COSC) 1032 The School will adopt and follow the Sponsor's Code of Student Conduct 1033 ("COSC"), attached as Appendix H. If the School adopts the Sponsor's COSC, it 1034 will be required to submit documentation of all disciplinary actions into the 1035 District's student information system,using the Student Case Management System, 1036 within two school days of the disciplinary action. Any deviations from the 1037 Sponsor's COSC and any alternative COSC, or additional disciplinary policies, 1038 must be approved by the Sponsor prior to implementation. The School's policies 1039 for discipline, suspension, and recommendation for expulsion are described in the 1040 approved Application and in the School's Parental Contract/Handbook(Appendix 1041 O). If the Sponsor amends the COSC, the School shall agree to the amendments 1042 within ten (10) business days of being provided notice of amendments by the 1043 Sponsor or shall develop and adopt another COSC approved by the Sponsor.Failure 1044 to comply with this provision may result in withholding of FTE and constitutes 1045 good cause for termination. 1046 2) Learning Environment 1047 The School agrees to maintain a safe learning environment at all times. The School 1048 must comply with all applicable local, state and federal laws regarding the 1049 discipline of SPED students. 1050 3) Corporal Punishment 1051 The School shall not use corporal punishment. 49 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1052 4) Student Expulsion 1053 Only the Sponsor may expel a student. 1054 5) Legal Costs 1055 The School shall defend and pay all costs of any legal action related to dismissal 1056 under this section of students for disciplinary reasons. 1057 T) English Language Learners 1058 Students at the School who are English Language Learners(ELL)will be served by English 1059 for Speakers of Other Languages(ESOL)certified personnel who will follow the Sponsor's 1060 English Language Learners Plan (Appendix I), as amended from time to time and which 1061 meets the requirements of the League of United Latin American Citizens (LULAC) et al. 1062 v. State Board of Education Consent Decree. 1063 SECTION 4: FINANCIAL ACCOUNTABILITY 1064 A) Revenue 1065 1) Basis for funding 1066 Students in the School shall be funded the same as students enrolled in other public 1067 schools. Funding shall be the sum of district operating funds from the Florida 1068 Education Finance Program (FEFP), including gross state and local funds, 1069 discretionary lottery funds, and discretionary operating millage funds, divided by 1070 total district funded weighted full-time equivalent (WFTE) students, times the 1071 weighted full time equivalent students of the School. If eligible, the School shall 1072 also receive its proportionate share of categorical program funds included in the 1073 FEFP. Upon request, the School shall provide the Sponsor with documentation that 1074 categorical funds received by the School were expended for purposes for which the 1075 categorical were established by the Legislature. 1076 (a) Student Reporting 1077 i) The School shall use the Sponsor's electronic data processing 1078 facility and procedures for the processing of student enrollment, 1079 attendance,FTE data collection, assessment information,IEPs,EPs, 1080 LEPPs, Section 504 plans and any other required individual student 1081 plan. The School shall schedule students for electronic processing 50 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1082 of FTE in accordance with the Sponsor's electronic FTE procedures. 1083 Students must be reported for 300 minutes per day of instructional 1084 time. The hourly equivalent for Kindergarten through grade 3 is 720 1085 instructional hours and 900 instructional hours for students in grades 1086 4 through grade 12. Schools operating on a double-session calendar 1087 must be approved by the FDOE. Approval by the FDOE for a double 1088 session school does not reduce the required 300 minutes of 1089 instruction per day. Survey periods for Year-Round School 1090 Programs are the same as for the regular fiscal year. Year-round 1091 schools shall report the first 90 days of their regular 180-day school 1092 year in Survey 2 and the second 90 days of their regular 180-day 1093 school year in Survey 3,regardless of when the tracks are in session. 1094 ii) The School shall maintain auditable records of student attendance 1095 and grades. Reporting timelines shall be aligned with the Sponsor's 1096 timelines. 1097 iii) The Sponsor shall provide the School with appropriate access to the 1098 Sponsor's data processing facility. The School shall provide 1099 hardware and related infrastructure. 1100 iv) The Sponsor shall provide training for the School's personnel in the 1101 use of designated District applications necessary to respond to the 1102 statutory requirements of Section 1008.345, F.S., including the 1103 annual report and the State/District required assessment program. 1104 The Sponsor's support for this function will be provided at cost and 1105 will not exceed the administrative fee allowed by law. Access by the 1106 School to additional data processing applications, materials, or 1107 forms not required in the statute, but available through the Sponsor, 1108 may be negotiated separately by the parties. 1109 v) "Date Certain" is always the Friday of the FTE Survey week. 1110 Corrections to data submitted for FTE processing will only be 1111 accepted for 6 weeks after Date Certain. The School is responsible 51 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1112 for correcting student schedule changes. Incomplete student or 1113 teacher course records shall result in a loss of FTE funding. The 1114 School shall reimburse the State for any errors, omissions, or 1115 misrepresentations if the School submits data relevant to FTE 1116 funding that is later determined to be inaccurate. The School shall 1117 reimburse the State for any errors, omissions or misrepresentations 1118 for which the School is responsible. In addition, if the Sponsor is 1119 fined or penalized for School errors, the School shall reimburse the 1120 Sponsor for the full amount. The Sponsor may withhold FTE until 1121 the School agrees to a pay the amount in full or a payment plan, 1122 approved by the Sponsor. The Sponsor may also terminate the 1123 Charter. 1124 (b) Distribution of Funds Schedule 1125 i) The Sponsor shall calculate and submit twelve (12) monthly 1126 payments to the School. The first payment will be made by July 31. 1127 Subsequent payments will be made monthly by the 15th of each 1128 month beginning with August 15. For new charter schools in the 1129 initial year of operation, payments will be made as required by the 1130 law. 1131 ii) First year charter schools are required to submit to the Sponsor, no 1132 later than July 15 of the school year in which the school is to open, 1133 an FTE projection by program. The Sponsor will analyze the 1134 projection and supporting documentation to determine the initial 1135 payment. Additional documents (e.g., student enrollment forms, 1136 student transfer forms, Integrated Student Information System 1137 rosters) may be required or requested to support the School's 1138 projections. 1139 iii) The first payment shall include 75% of the projected annual 1140 allocation of instructional materials based on prior year 1141 membership, or based on enrollment as of June 30, in the case of a 52 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1142 new school. 1143 iv) Payments may be adjusted for any amounts due the Sponsor for 1144 services provided, expenditures incurred by the Sponsor on behalf 1145 of the School, and any fines or penalties levied against the Sponsor 1146 because of the School's errors during the current or previous year, 1147 as well as for administrative oversight. 1148 v) The District shall make every effort to ensure that the School 1149 receives timely and efficient reimbursement of funds. Other than 1150 those payments provided for in this Charter, for which other 1151 requirements for timely payments have been made, the payment 1152 shall be issued no later than ten (10)working days after the District 1153 receives a distribution of state or federal funds. If a warrant of 1154 payment is not issued within ten (10)working days after the receipt 1155 of funding by the District, or the due date set forth in this Charter, 1156 the District shall pay to the School, in addition to the amount of the 1157 scheduled disbursement, interest at a rate of one percent (1%) per 1158 month calculated on a daily basis on the unpaid balance from the 1159 expiration of the ten (10) day period until such time as the warrant 1160 is issued. Late payments are subject to interest at the rate of 1%per 1161 month calculated on a daily basis until paid. 1162 vi) Payment shall not be made for students in excess of the School's 1163 enrollment capacity, the School facility's valid capacity as 1164 determined by the School's Certificate of Occupancy, Certificate of 1165 Use, and Fire Permit(whichever is less) or this Charter. In the event 1166 that the required county and/or municipality facility permits do not 1167 indicate a facility capacity, the School must submit an official letter 1168 from the local jurisdiction confirming facility capacity certification 1169 by the Registered Architect. Where the local jurisdiction does not 1170 or is unable to issue an official determination of allowable capacity, 1171 the School may take one of the actions stated in Section 5(13)(4)(a) 53 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1172 of this Charter. 1173 vii) The Sponsor shall withhold monthly payments, without interest, if 1174 the School's Certificate of Occupancy, Certificate of Use or Fire 1175 Permit has expired or has otherwise become invalid, until such 1176 defect has been cured. 1177 viii) The Sponsor may initially calculate monthly distributions to the 1178 School for up to four (4) months based on the School's actual 1179 enrollment as of June 30, or until the results of the October FTE 1180 become available. The projected full-time equivalent student 1181 membership will be determined by the actual student enrollment at 1182 the School at the conclusion of the second week of student 1183 attendance. If enrollment at the end of the second week of student 1184 attendance is less than 90% of projected enrollment, future monthly 1185 distributions shall be proportionally reduced. Thereafter,the results 1186 of the official FTE student surveys will be used in adjusting the 1187 amount of FEFP funds distributed to the School. 1188 (c) Adjustments: Total funding shall be recalculated during the school year to 1189 reflect actual WFTE students reported by the School during the FTE student 1190 survey periods. In the event that the District exceeds the state cap for WFTE 1191 for Group 2 programs established by the Legislature, resulting in unfunded 1192 WFTE for the district, then the School's funding shall be reduced to reflect 1193 its proportional share of any unfunded WFTE. 1194 (d) Holdback/Proration: In the event of a state holdback or a proration which 1195 changes District funding, the School's funding will be adjusted 1196 proportionately. The Sponsor will not be responsible for any liabilities 1197 incurred by the School in the event of a state holdback. 1198 (e) Summer School Provision: The School may choose to provide a summer 1199 school program using State allocated funds. All students attending a 1200 summer school session must be reported in FTE Survey 1 and Survey 4, as 1201 required by law. In the event that a student enrolled in the School attends 54 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1202 any of the Sponsor's summer school programs, and the summer school 1203 program is not funded through Title I, the School shall reimburse the 1204 Sponsor for the cost of each student's summer school program, as 1205 determined by the Sponsor. If the School fails to comply with this provision, 1206 the Sponsor may deduct the appropriate amount from the School's 1207 subsequent FTE or federal funding payments. 1208 2) Federal Funding 1209 The School elects Option 1. 1210 (a) Option 1: The School will receive Title II, Title III, and IDEA funds 1211 through the provision of equitable services from the Sponsor. 1212 (b) Option 2: The School will receive Title II, Title III, and IDEA funds on a 1213 reimbursement basis. The School shall (1) submit to the Sponsor an official 1214 Board resolution or official Board meeting minutes reflecting the School's 1215 election to receive federal funds pursuant to Section 1002.33(17)(c), F.S.; 1216 (2) complete the applications required by the Sponsor for the use of funds 1217 in compliance with all applicable state rules and federal regulations, 1218 including but not limited to, the applicable federal Office of Management 1219 and Budget Circulars, the federal Education Department General 1220 Administrative Regulations, and program-specific statutes, rules, and 1221 regulations; and (3) demonstrate that the School is prepared and able to pay 1222 for required services selected on a reimbursement basis so that services will 1223 be provided in a timely fashion and properly monitor the administration of 1224 federal funds in compliance with applicable rules and regulations. The 1225 Sponsor will notify the School of its status within thirty (30) days after 1226 receiving the application. 1227 (c) The School shall submit any changes to the option selected in writing to the 1228 Sponsor by March 1 through the Charter amendment process pursuant to 1229 School Board Policy 9800, Charter Schools. 1230 (d) Title I of the Elementary and Secondary Education Act 1231 i) The per pupil allocation of Title I funds will be determined annually 55 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1232 by the District in accordance with federal and state Title I 1233 regulations for that purpose. The allocation of Title I Funds shall be 1234 made in accordance with the Charter Expansion Act of 1998 and all 1235 corresponding guidance and regulations and applicable Florida law. 1236 ii) Any capital outlay item purchased with Title I must be identified 1237 and labeled for Title I property audits. The property must be returned 1238 to the District if the School is no longer eligible for Title I funds. 1239 iii) Should the School receive Title I funds, it will employ teachers that 1240 are certified and teaching infield; and highly qualified 1241 paraprofessionals with two years of college, an AA degree, or that 1242 have passed an equivalent exam. 1243 iv) If the School accepts Title I funds,the School will receive a separate 1244 parent involvement allocation that must be spent in support of 1245 parental involvement activities and the School will develop and 1246 implement the School-level Parent and Family Engagement Plan 1247 (PFEP) subject to the provisions of Title I federal law requirements 1248 of Section 1116 of the Every Student Succeeds Act(ES SA). 1249 v) The District Title I staff will provide technical assistance and 1250 support in order to ensure that Title I guidelines are being followed 1251 at the School and that students are meeting high content and 1252 performance standards. 1253 vi) The Sponsor guidelines and requirements related to the 1254 implementation of Title I at eligible charter schools are hereby 1255 incorporated into this contractual agreement as Appendix U. 1256 (e) Federal Grants: Any eligible student enrolled in the School shall be 1257 provided federal funds at the same level of service provided to other eligible 1258 students in the schools operated by the Sponsor. When a grantor requires 1259 that the Sponsor serve as the fiscal agent for a grant,the School shall comply 1260 with the Sponsor's grant procedures: 56 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1261 i) prior to generating any paperwork to the funding agency,the School 1262 shall notify Charter School Compliance and Support in writing of 1263 its intent to submit a grant application; 1264 ii) Charter School Compliance and Support will forward the written 1265 request, along with the grant application guidelines, to 1266 Intergovernmental Affairs and Grants Administration (IAGA); 1267 iii) upon receipt of the written request, IAGA will prepare the grant 1268 application procedures packet and timeline for the School; 1269 iv) IAGA will process all application documents requiring the 1270 Superintendent's signature; 1271 v) In accordance with the established timeline, the School will submit 1272 the final application and the appropriate copies to Charter School 1273 Compliance and Support for submission to IAGA for transmittal to 1274 the funding agency; 1275 vi) In the event any grantor requires the Sponsor to monitor and/or 1276 review the School's expenditures pursuant to any grant the School 1277 receives, the School shall comply within a reasonable time with any 1278 and all additional reporting requirements or corrective action 1279 prescribed by the grantor or Sponsor. If it is determined that a 1280 reimbursement of grant funds is required due to an audit or other 1281 investigation, the School is solely responsible for making the 1282 reimbursement; 1283 vii) In the event that the Sponsor must serve as fiscal agent, and indirect 1284 costs are an allowable expense of the grant, the School agrees that 1285 the Sponsor will be permitted to retain grant funds in an amount 1286 equal to the annually negotiated indirect cost rate as determined by 1287 the FDOE. Indirect costs shall be reflected in the budget of the grant 1288 application submitted by the School; 1289 viii) If the Sponsor develops a District-wide grant, the School may be 57 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1290 included in the District proposal in accordance with the school 1291 eligibility requirements and grant guidelines within the Request for 1292 Proposals; 1293 ix) When grant proposals are developed by the Sponsor's staff using 1294 student or school counts that include the School's students, and the 1295 grant is awarded to the Sponsor, the pro-rata share of the dollars or 1296 services received from that grant shall be distributed to the School, 1297 if eligible, as defined in the budget developed for the grant; 1298 x) The District will advance cash to the grant recipient to cover its 1299 estimated disbursement needs for an initial period. All payments 1300 thereafter will be on a reimbursement basis only; and 1301 (f) Other Funding Sources: The School may secure funding from private 1302 institutions, corporations, businesses and/or individuals. Funding shall be 1303 properly accounted for and documented. 1304 3) Charter School Capital Outlay Funds 1305 (a) Application: The School shall follow FDOE procedures for submitting 1306 requests for capital outlay funding. 1307 (b) Distribution: The Sponsor shall make timely and efficient capital outlay 1308 payment to the School upon receipt of all required supporting 1309 documentation. The Sponsor shall not certify capital outlay plans or 1310 recommend awarding capital outlay if it cannot attest to the School's 1311 eligibility. 1312 B) Administrative Fee 1313 1) Allowable Withholding 1314 The Sponsor shall withhold two percent (2%) of available funds for the first 250 1315 students as defined in Section 1002.33(20)(a), F.S., not including capital outlay 1316 funds, federal and state grants, or any other funds, unless otherwise explicitly 1317 limited by law. 1318 (a) High Performing Charter School: For high-performing charter schools, 1319 as defined in Section 1002.331, F.S., the Sponsor may withhold a total 58 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1320 administrative fee of up to 2 percent for enrollment up to and including 250 1321 students per school. 1322 2) Sponsor Use of Administrative Fee 1323 The administrative fee retained by the Sponsor pursuant to this Charter includes, 1324 among other things, a fee for academic and financial monitoring required of the 1325 Sponsor by law. At any time,the Sponsor may request reports on school operations 1326 and student performance and the School shall provide the reports in a timely 1327 manner. 1328 3) Access to Optional Sponsor Services 1329 Access by the School to services not required by law, but available through the 1330 Sponsor, may be negotiated separately by the parties. The Sponsor is not obligated 1331 to provide any services not required by law. 1332 4) Provision of School Lunches 1333 The School shall be solely responsible for providing school lunches and complying 1334 with state and federal reporting requirements. The Sponsor shall provide services 1335 related to eligibility and reporting under the National School Lunch Program. 1336 C) Restriction on Charging Tuition 1337 The School shall not charge tuition. 1338 D) Allowable Student Fees 1339 1) Use of Student Fees 1340 The School shall not charge fees, except those fees normally charged by the 1341 Sponsor or as allowed by law. Fees collected must be allocated directly to, and 1342 spent only on, the activity or material for which the fee is charged. 1343 2) Fee Schedule 1344 If the School intends to charge fees, it shall submit its comprehensive fee schedule 1345 to the Sponsor for review no later than July 1 prior to the school year in which the 1346 fees are intended to be charged. No funds shall be collected until the School has 1347 been given written approval from the Sponsor. Additional fees shall not be imposed 1348 without the notification and approval of the Sponsor. Fees shall not be a barrier to 1349 enrollment. Non-Payment of fees shall not be a basis for dismissal or non- 59 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1350 reenrollment. Upon approval of the fee schedule, all fees collected must be reported 1351 and recorded appropriately using proper accounting procedures as required by law. 1352 Any fees that are solicited, required or accepted in violation of this paragraph shall 1353 be returned to the parent or guardian. 1354 3) Student Fee Documentation 1355 The School shall maintain documentation supporting the collection of the Sponsor- 1356 approved fees and make them available for Sponsor review. 1357 4) Parent Donations 1358 The School shall not require or accept monetary donations in lieu of volunteer hours 1359 or other parental obligations. 1360 E) Budget 1361 1) Annual 1362 The School shall provide reasonable proof of the ability to fund the initial startup 1363 and the on-going operation of the School. By August 20 each year, the City 1364 Manager shall provide to the Sponsor an updated Board approved Annual Budget 1365 Based on Enrollment Projections (Appendix J) for review and, for the initial year 1366 of operation, a budget based upon minimum enrollment(Appendix E). Each budget 1367 shall include projected sources of revenue, both public and private, planned 1368 expenditures covering the entire school year, a budget narrative and a staffing plan. 1369 (a) Governing Board Approval: The Board shall adopt and the City Manager 1370 shall maintain an annual balanced budget. 1371 (b) Submission Date: The School shall annually transmit to the Sponsor a copy 1372 of the School's adopted budget on or before August 20th. 1373 2) Amended Budget 1374 The School shall provide a copy of the amended budget to the Sponsor within ten 1375 (10) days of its approval by the Board. 1376 F) Financial Records, Reports and Monitoring 1377 1) Maintenance of Financial Records 1378 The School shall use the standard state codification of accounts as contained in the 1379 FDOE's Financial and Program Cost Accounting and Reporting for Florida Schools 60 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1380 (Red Book), and/or may elect to follow Generally Accepted Accounting Standards 1381 (GAAS) for not-for-profit organizations, but must reformat this information for 1382 reporting, as a means of codifying all transactions pertaining to its operations. The 1383 accounting for federal, state and local funds shall be maintained according to 1384 existing guidelines, mandates, and practices, i.e., separate funds and bank accounts 1385 for federal, state, and local funds as required under applicable statutes. The School's 1386 financial activities and reports shall be subject to the FDOE Technical Assistance 1387 Paper No. 2009-03, Auditor Selection Process (Appendix K), and state law, as well 1388 as any subsequently issued directives by the State and other applicable 1389 Governmental Accounting Standards. 1390 2) Financial and Program Cost Accounting and Reporting 1391 The School shall conduct an annual cost accounting in a form and manner 1392 consistent with generally accepted governmental accounting standards in Florida. 1393 3) Financial Reports 1394 (a) Financial Reports: The School shall submit monthly financial statements 1395 in the form prescribed by the FDOE. Those charter schools designated as 1396 high performing by the Commissioner of Education shall submit quarterly 1397 financial statements within thirty (30) days of the end of each quarter. 1398 (b) Annual Property Inventory: The School shall submit to the Sponsor a 1399 cumulative listing of all property and equipment purchased by the School 1400 with public funds, i.e., FEFP, grant, and any other public-generated funds, 1401 excluding City of Aventura funds. The School shall also submit a separate 1402 cumulative listing of all property and equipment purchased with private 1403 funds and City funds. If a charter school shares a facility with another 1404 charter school, each school having a separate MSID, must provide separate 1405 listings of all property and equipment purchased with public and private 1406 funds. These lists shall include: (1) date of purchase; (2) item purchased; 1407 (3) cost of item; and (4)item location. 1408 (c) Program Cost Report: The School shall provide the Sponsor its annual 1409 cost report in a form and manner consistent with generally accepted 61 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1410 governmental accounting standards in Florida by the date established by the 1411 Sponsor and/or State. 1412 (d) Annual Financial Audit: When required by Section 218.39, F.S., the 1413 charter school agrees to submit to and pay for an annual financial audit(s) 1414 and any legally authorized Special Purpose Statements of the corporation, 1415 in compliance with the law. The annual financial audit of the Corporation, 1416 and any legally authorized Special Purpose Statements requested and paid 1417 for by the School, shall be performed by an independent licensed Certified 1418 Public Accountant. The audits shall be performed in accordance with 1419 Generally Accepted Auditing Standards; Government Auditing Standards, 1420 issued by the Comptroller General of the United States; and Chapter 10.850, 1421 Auditor General Rules 7 Guidelines, State of Florida, (Appendix L). The 1422 School shall provide the Sponsor with three(3)copies and one(1)electronic 1423 copy of the audit, and the School's responses to the findings, which shall be 1424 bound together in one complete report. In addition, two copies of the audit 1425 report must be submitted to the Auditor General within forty-five (45) days 1426 after delivery of the audit report to the Board. The School shall provide the 1427 Sponsor with annual financial reports including a management letter, as of 1428 June 30 of each year for inclusion in the Sponsor's financial statements. 1429 These reports shall include a complete set of annual financial statements 1430 and accompanying notes, prepared in accordance with Generally Accepted 1431 Accounting Principles (GAAP) and reflecting the revenue sources and 1432 expenditures by function and object in sufficient detail to allow for the 1433 Sponsor's analysis of the School's ability to meet financial obligations and 1434 timely repay debt.In addition,if the School is not part of a pre-existing non- 1435 profit organization or municipality,the School's financial activities shall be 1436 accounted for using the governmental accounting model applicable for state 1437 and local governments and their component units, as per Government 1438 Accounting Standards Board(GASB) statement 34. The following timeline 1439 must be adhered to for submitting the School's financial reports: 62 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1440 UNAUDITED STATEMENTS: NO LATER THAN AUGUST 1 OF 1441 EACH YEAR. 1442 AUDITED STATEMENTS: NO LATER THAN SEPTEMBER 15 OF 1443 EACH YEAR. No later than May 1 of each year, the 1444 Charter School shall formally notify the Sponsor of the name, address and 1445 phone number of the auditor engaged to perform the year-end audit and 1446 documentation of the auditor's current peer review. 1447 (e) Grant Reporting: The School shall submit Project Disbursement Reports 1448 for each grant to the Sponsor, supported by appropriate documents, 1449 including copies of invoices, timesheets, receipts, etc., to determine that 1450 grant funds are used and programs are operated in accordance with 1451 applicable federal and state statutes, rules, and regulations. All grant 1452 recipients will also be subject to scheduled site visits to review records and 1453 observe operations. 1454 (f) Form 990 (if applicable): Upon request, the School will provide the 1455 Sponsor with a copy of its most recent Form 990, Return of Organization 1456 Exempt from Income Tax, and all schedules and attachments. The School 1457 shall also submit the most recent Form 990 upon amendment or renewal of 1458 the charter. If the IRS does not require Form 990 to be filed,the School will 1459 provide the Sponsor with written confirmation from the IRS of such non- 1460 requirement. 1461 4) School's Fiscal Year 1462 The School's fiscal year shall be from July 1 through June 30. 1463 5) Financial Recovery/Corrective Plan 1464 (a) If the School is found to be in a state of deteriorating financial condition or 1465 meets one or more of the conditions in Section 218.503,F.S.,Determination 1466 of Financial Emergency, the Board and the Sponsor shall develop a 1467 corrective action plan in accordance with Florida Administrative Code(6A- 1468 1.0081, in a format prescribed by the Sponsor, and file the plan with the 1469 Commissioner of Education within 30 business days after notification is 63 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1470 received in accordance with Section 1002.345, F.S. If the Board and the 1471 Sponsor are unable to agree on a performance objectives and action plan, 1472 the Commissioner of Education shall determine the components of the plan. 1473 The Board and the City Manager shall implement the approved plan.Failure 1474 on the part of the School to propose a good faith corrective plan shall 1475 constitute a material breach of this Charter and may result in the Sponsor's 1476 withholding of subsequent payments to the School without penalty of 1477 interest until the breach is cured. The Sponsor may also terminate the 1478 Charter. 1479 (b) As stated in Section 1002.345, F.S., the Sponsor may decide not to renew 1480 or may terminate a charter if the charter school or charter technical career 1481 center fails to correct the deficiencies noted in the correction action plan 1482 within one (1) year after notification of the deficiencies or exhibits one or 1483 more financial emergency conditions as specified in Section 218.503, F.S., 1484 for two (2) consecutive years. 1485 6) Submission Process 1486 The School shall submit all required financial statements to the Sponsor in the 1487 timeline and format prescribed by the Sponsor and/or state. Failure of the School 1488 to comply with the timely submission of all financial statements in the required 1489 format specified by the Sponsor and State shall constitute a material breach of this 1490 Charter. Where such breach continues after written notice from Sponsor, it may 1491 result in the Sponsor's withholding of subsequent payments to the School without 1492 penalty of interest until cured and/or termination of this Charter. 1493 7) Additional Monitoring 1494 The Sponsor reserves the right to perform additional audits and investigations at its 1495 expense, as part of the Sponsor's financial monitoring responsibilities, as it deems 1496 necessary. The School shall be responsible for reimbursement of any unauthorized 1497 or misappropriated funds. 1498 G) Financial Management of Schools 1499 1) Financial Management and Oversight Responsibilities 64 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1500 The School shall implement the financial management and oversight procedures, 1501 controls and methods as described in the approved Application. 1502 2) Taxes and Bonds 1503 Pursuant to law, the School shall not levy taxes or issue bonds secured by tax 1504 revenue except as within the specific authority of the City of Aventura. 1505 Additional Financial Requirements 1506 The Sponsor may require the School to comply with additional financial 1507 requirements mandated by the FDOE or the Sponsor. 1508 3) Utilization of the Sponsor 1509 The School shall not suggest or represent to third parties, including, but not limited 1510 to, vendors, creditors, other business entities or their representatives, governmental 1511 entities, or other individuals, that the Sponsor will guarantee payment for any 1512 purchases made or debts incurred by the School, nor shall the School represent that 1513 the Sponsor will guarantee payment for any loans secured by the School, or that the 1514 Sponsor will lend its good faith and credit in order for the School to obtain a loan 1515 or other forms of credit. 1516 4) Transfers/Advances, Grants, and/or Loans 1517 The school may make transfers, advances, grants, and/or loans of public funds as 1518 long as they comply with Section 1011.69(2), F.S., and are made to either (a) 1519 another open charter school governed by the same non-profit entity (Corporation) 1520 and are located in Miami-Dade County, or (b) the non-profit entity (Corporation) 1521 that governs the school and for the benefit of a charter school with an approved 1522 application that is located in Miami-Dade County. All other transfers, advances, 1523 grants and/or loans of public funds by the School are prohibited. Allowable 1524 transfers, advances, grants, and/or loans under this provision shall only be used for 1525 educational purposes aligned with the mission and purposes of the school and the 1526 non-profit entity (Corporation)that governs the school. The Sponsor shall have the 1527 right to review, examine, and audit the books, records, and financial statements of 1528 the non-profit entity (Corporation) with its own internal auditors to ensure 1529 compliance with this provision. 65 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1530 5) Bank Transfer Information 1531 The Sponsor shall remit charter school payments only to depository accounts in the 1532 same name as the legal entity and the name of the School. The School shall submit 1533 a Bank information form providing all necessary bank account information and 1534 with an original signature of the current Board Chair, or the Board's authorized 1535 signatory and a copy of the school's W-9 Form. The bank account must be in the 1536 same legal name of the School, and the bank information form must be signed by 1537 the Board Chair or the Board's authorized signatory. The Sponsor shall not send 1538 payments to any entity other than the contracted entity in this Charter, to a trust 1539 account, any account not held and completely controlled by the school, or any 1540 account that is part of any financing arrangement or debt security. 1541 H) Description of Internal Audit Procedure 1542 The School shall implement the financial controls and audit procedure described in the 1543 School's governing laws and rules, the provisions of this Charter, as described in the 1544 approved Application. 1545 SECTION 5: FACILITIES 1546 A) Prior Notification 1547 1) Deadline to Secure Facility 1548 The School shall provide the Sponsor with documentation regarding the owned or 1549 leased facility where the School will operate. If the School owns the facility, the 1550 School shall provide the Sponsor with a copy of the recorded property deed 1551 showing ownership in the name of the School, and a current Opinion of Title for 1552 the parcel. If the School does not own the facility, the School shall provide the 1553 Sponsor with a fully executed lease or other legal document acceptable to the 1554 Sponsor evidencing the legal right to occupy the facility at least thirty (30) calendar 1555 days prior to the initial opening day of classes, evidencing the legal right of the 1556 School to occupy and use the facility for educational purposes. If the School will 1557 be operating under a sub-lease, the School must also submit the Master Lease. 1558 2) Deadline to submit zoning approvals and Certificate of Occupancy 1559 The School shall obtain, for any owned or leased facility to be used to house the 66 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1560 School, all permanent and temporary licenses, permits, use approval, facility 1561 certification, and any other approvals required by the local government or any other 1562 governmental bodies having jurisdiction by at least fifteen (15) calendar days prior 1563 to the opening day of classes, and shall thereafter maintain all permanent and 1564 temporary licenses, permits, use approval, facility certification, and any other 1565 approvals required by the local government or any other governmental bodies 1566 having jurisdiction. If no deferral options are available, this Charter shall expire if 1567 the School fails to obtain all permanent and temporary licenses, permits, use 1568 approval, facility certification, and any other approvals required by the local 1569 government or any other governmental bodies having jurisdiction by at least fifteen 1570 (15) calendar days prior to each opening day of classes. 1571 3) Government Inspections of Facility 1572 In the event the School receives a citation or notice of violation from a state,federal, 1573 or local jurisdictional entity regarding issues related to the health, wellbeing, and 1574 safety of students, staff or visitors within the facility, and requiring immediate or 1575 limited timeframes to remediate the outstanding issue(s), the School shall deliver 1576 to the Sponsor copies of all such notices within twenty-four (24) hours of receipt, 1577 along with an action plan to address and mitigate the issues. The School shall 1578 provide the Sponsor with written verification that the citation or notice of violation 1579 has been properly resolved within the timeframe required by the jurisdictional 1580 entity. For all other instances where the School receives a citation or notice of 1581 violation, the School shall deliver to the Sponsor copies of any and all facility 1582 inspections performed at any time by federal, state, or local governments or any 1583 other governmental bodies having jurisdiction within fourteen (14) calendar days 1584 of the date of the inspection, citation or notice of violation. Subsequent written 1585 proof of compliance with any violations arising from such inspection, citation or 1586 notice of violation, shall also be delivered to the Sponsor within seven (7) calendar 1587 days of receipt of written verification from the jurisdictional entity that all 1588 outstanding violations have been properly resolved. 1589 4) Sponsor Inspection of Facility 67 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1590 The Sponsor may inspect the School facilities at any time during the school year to 1591 ensure compliance with all applicable state laws and building and zoning 1592 requirements and with the provisions of this Charter. 1593 B) Compliance with Building and Zoning/Requirements 1594 1) Florida Building Code 1595 The School shall use facilities that comply with the Florida Building Code,pursuant 1596 to Chapter 553. The school is exempt from the requirements of the State 1597 Requirements for Educational Facilities (SREF). 1598 2) Florida Fire Prevention Code 1599 The School shall use facilities that comply with the Florida Fire Prevention Code. 1600 3) Applicable Laws 1601 The School shall comply with all applicable laws, ordinances, and codes of federal, 1602 state, and local government, including the IDEA, the Americans with Disabilities 1603 Act (ADA), and section 504 of the Rehabilitation Act. The School shall obtain all 1604 necessary licenses, permits, zoning, use approval, facility certification, and other 1605 approvals required for use and continued occupancy of the facility as required by 1606 the local government or other governmental agencies, and copies of all such 1607 documents shall be provided to the Sponsor. 1608 (a) The School's operation shall be subject to necessary local government 1609 approvals including site plan approval pursuant to Section 1013.36, F.S., 1610 and if applicable,review of traffic studies/analysis. The School may also be 1611 required by the local government to provide amenities to ensure safe access 1612 to children/pedestrians walking to the School. Where or when required, the 1613 School will obtain zoning or other land use development orders and comply. 1614 (b) The School shall be responsible for all costs for, or associated with, 1615 complying with local ordinances, securing licenses, permits, zoning, use 1616 approval, facility certification, and other approvals, including, but not 1617 limited to, application fees, advertising costs, surveyor costs, plan review 1618 fees,permit costs and licensing costs,traffic analyses/studies, and any other 1619 additional charges or surcharges by the local government or other 68 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1620 governmental agencies. 1621 (c) At all times, the School shall display a valid and current Certificate of 1622 Occupancy, and other certificates, permits, and licenses required by 1623 building and fire enforcement authorities, health and sanitation enforcement 1624 authorities and all other applicable enforcement agencies. 1625 (d) If the School fails to maintain valid licenses, permits, use approval, facility 1626 certification, and any other approvals as required by the local government 1627 or any other governmental bodies having jurisdiction at any time during the 1628 term of this Charter, the Sponsor may, after providing proper notice to the 1629 School, withhold all subsequent payments to the School, without interest, 1630 until required permits, use approval, or facility certifications are obtained 1631 and/or may terminate this Charter. 1632 4) Capacity of Facilities 1633 (a) The School shall not allow the enrollment at any time to exceed the number 1634 of students permitted by this Charter, zoning capacity, certificates of use 1635 and/or occupancy, applicable laws and regulations. Only where a 1636 municipality is unable to issue an official determination of allowable 1637 occupancy, the School may either(1) submit an official document from the 1638 municipality affirming that the municipality is unable to issue an official 1639 determination of allowable occupancy and deferring to a Registered 1640 Architect to establish such allowable occupancy. In that event,the Architect 1641 may submit an original letter attesting to the allowable occupancy of the 1642 School,with said letter to bear the signature, seal, and license number of the 1643 Architect; or (2) submit an original letter from a Registered Architect 1644 attesting to the inability of the municipality to provide an official 1645 determination of allowable occupancy and referencing the Permit Number 1646 and/or other pertinent identifying information on the approved plans for the 1647 School (with said signed and sealed plans to be provided to the Sponsor), 1648 which must specifically and unambiguously delineate the maximum 1649 allowable occupancy of the School. If the school is sharing a facility with 69 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1650 another entity -- The School shares the facilities with the following 1651 school(s): N/A. At no time will the combined total enrollment of all of the 1652 charters sharing any such facility exceed the CO and CU capacities of the 1653 facility. 1654 (b) Any actions taken by the School to increase or decrease the allowable 1655 occupancy within the facility must be reported to the Sponsor, in writing, 1656 prior to any such action being finalized or becoming effective. 1657 5) Leased facilities 1658 The School is owned by the City of Aventura. The City's General Fund leases the 1659 school facilities to the City's Charter School Fund. The City Manager shall annually 1660 provide a copy of the most current executed lease. 1661 6) Emergencies 1662 In unforeseen circumstances or emergencies, if the facility is damaged or unable to 1663 safely house students/personnel, the School must notify the Sponsor, immediately, 1664 and secure an alternative location to ensure no interruption in instruction. The 1665 alternative location shall be subject to all facility requirements indicated in this 1666 Charter. 1667 C) Location 1668 1) School's Street Address 1669 The School will be located at 3333 N.E. 188th Street, Aventura, Florida 33180; 1670 Folio No. 28-2203-000-0290. 1671 2) Temporary Facility (if applicable) 1672 The School will be housed at a temporary facility located at N/A from N/A to N/A. 1673 Thereafter,the School will be located at the address indicated in paragraph 1 above. 1674 3) Relocation 1675 The School shall not change or add facilities or locations or relocate students into 1676 non-permanent educational facilities (i.e. trailers, portable classrooms, etc.) at any 1677 time during the term of this Charter without prior approval of the Sponsor through 1678 the Charter amendment process. In all instances where the School intends to utilize 1679 non-permanent educational facilities, the School must first provide the Sponsor 70 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1680 with appropriate documentation verifying compliance with local Building & 1681 Zoning requirements, as well as from any other jurisdictional entities. If the site for 1682 placement of the non-permanent educational facilities is leased, the School must 1683 also provide written verification that the lease agreement permits the placement and 1684 operation of such units on the demised premises. Violation of this provision 1685 constitutes a unilateral amendment or modification of this Charter and good cause 1686 for termination. If the School moves out of a shared facility, the School must 1687 provide an audit of all equipment, educational materials, supplies, curriculum 1688 materials and other items purchased with federal grant funds and such items must 1689 be transferred to the School's new location. 1690 4) Additional Campuses or Facilities, if applicable. 1691 The playfields across the street from the School's facility, located at 3250 N.E. 1692 188th Street, Aventura, Florida 33180; Folio No. 28-2203-053-0010. 1693 D) Prohibition to Affix Religious Symbols 1694 The School shall not display any religious or partisan political symbols, statues, artifacts, 1695 etc., on or about the property and facilities where the School will operate. 1696 SECTION 6: TRANSPORTATION 1697 A) School Responsibilities 1698 The School shall provide for transportation of the School's students consistent with the 1699 requirements of Chapter 1006, F.S. Any brochure, flyers or other multi-media and 1700 telecommunications information furnished/published by the School shall communicate that 1701 the School will provide transportation for eligible students and in the manner in which it 1702 will be made available to the School's students. At the request of the parent, the School 1703 shall provide transportation pursuant to the McKinney-Vento Homeless Assistance Act(42 1704 U.S.C. Section 11431, et. seq.) for each child of a homeless individual and each homeless 1705 youth. The School shall provide transportation for students with disabilities enrolled in the 1706 School if required by the student's IEP. The School may provide transportation through an 1707 agreement or contract with an approved private provider or parents. 1708 B) Reasonable Distance 1709 The School shall provide transportation for students beyond a reasonable distance from the 711 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1710 School as provided by law. 1711 C) Compliance with Safety Requirements 1712 Private transportation providers contracted by the school must be approved by the Sponsor 1713 and comply with all applicable state and Sponsor's vehicle inspection and driver 1714 certification requirements of subpart I.E. The School shall monitor the status of the 1715 commercial driver's licenses of each school bus driver employed or hired by the School. If 1716 requested, the School will provide the Sponsor a current list of all School Bus Drivers, 1717 commercial driver's license numbers, current license status and license expiration dates. 1718 D) Fees 1719 The School may not charge a fee for transportation to which the student is entitled pursuant 1720 to state law. If the School does not provide transportation, the School shall reimburse 1721 parents for parent-provided transportation if the student is legally entitled to transportation 1722 to the School to the extent the School is reimbursed by the State Pursuant to Chapter 1006 1723 (Subpart I.E), F.S. The School shall notify parents prior to enrollment and in all parent 1724 information that they may be eligible for transportation reimbursement. 1725 E) Private Transportation Agreement 1726 The School will provide the Sponsor the name of the private transportation provider and a 1727 copy of the signed transportation contract at least ten(10)working days prior to the opening 1728 day of classes. 1729 F) Reimbursement for School Provided Transportation 1730 The rate of reimbursement to the School will be equivalent to the reimbursement rate 1731 provided by the State for all eligible transported students within the school district. 1732 G) Failure to Comply 1733 Failure to comply with any local, state, or federal rule or regulation concerning school 1734 transportation shall constitute good cause for termination of this Charter. Furthermore, the 1735 School shall promptly reimburse the Sponsor for any penalties incurred by the Sponsor as 1736 a result of the School's non-compliance. If the School submits data relevant to FTE funding 1737 that is later determined through an audit to be inaccurate, the School shall be responsible 1738 for any reimbursement to the State arising as a result of any errors or omissions for which 1739 the School is responsible. Any deficit incurred by the School shall be the sole responsibility 72 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1740 of the School. 1741 SECTION 7: INSURANCE AND INDEMNIFICATION 1742 A) Indemnification of Sponsor 1743 Subject to the monetary limitations of Florida Statute 768.28(5), which monetary 1744 limitations shall apply without regard as to whether they would apply in the absence of this 1745 provision, the School agrees to indemnify, defend with competent counsel, and hold the 1746 Sponsor,its members, officers, and agents,harmless from any and all claims, actions, costs, 1747 expenses, damages, and liabilities, including reasonable attorney's fees, arising out of, 1748 connected with or resulting from: (a) the negligence of the School's employees, 1749 contractors, subcontractors, or other agents in connection with and arising out of their 1750 services within the scope of this Charter; (b) disciplinary action or the termination of a 1751 School employee; (c)the debts accrued by the School and/or non-payment of same; (d)the 1752 School's material breach of this Charter or violation of law; (e) any failure by the School 1753 to pay its suppliers or any subcontractors; or (f) personal injury, property damage, or 1754 violations of civil rights that may arise out of or by reason of actions of the School and/or 1755 its employees, agents, and representatives. For purposes of tort liability, the Board and 1756 employees are subject to the limits of Section 768.28, F.S. 1757 1) Indemnification for Professional Liability 1758 The duty to indemnify for professional liability as insured by the School Leaders 1759 Errors and Omissions Liability Policy described in this Charter will continue in full 1760 force and effect notwithstanding the expiration or early termination of this Charter 1761 with respect to any claims based on facts or conditions which occurred prior to 1762 termination. In no way shall the School Leader's Errors and Omissions Liability 1763 Policy's three(3)year limitation on post termination claims of professional liability 1764 impair the Sponsor's claims to indemnification with respect to a claim for which 1765 the School is insured or for which the School should have been insured under 1766 Commercial General Liability Insurance. In addition, the School shall indemnify, 1767 defend, and protect and hold the Sponsor harmless against all claims and actions 1768 brought against the Sponsor by reason of any actual or alleged infringement of 1769 patent or other proprietary rights in any material, process, machine or appliance 73 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1770 used by the School. 1771 2) Notification of Third Party Claim, Demand, or Other Action 1772 The School shall notify the Sponsor of the existence of any third-party claim, 1773 demand or other action giving rise to a claim for indemnification under this 1774 provision(a"third-party claim")and shall give each other a reasonable opportunity 1775 to defend the same at its own expense and with its own counsel, provided that the 1776 Sponsor shall at all times have the right to participate in such defense at its own 1777 expense. If, within a reasonable amount of time after receipt of notice of a third- 1778 party claim, the School shall fail to undertake to defend, the Sponsor shall have the 1779 right, but not the obligation, to defend and to compromise or settle (exercising 1780 reasonable business judgment) the third-party claim for the account and at the risk 1781 and expense of the School, which the School agrees to assume. The School or the 1782 Sponsor shall make available to each other, at their expense, such information and 1783 assistance as each shall request in connection with the defense of a third-party 1784 claim. 1785 3) Indemnity Obligations 1786 The School's indemnity obligations under this provision and elsewhere in the 1787 Charter shall survive the expiration or termination of this Charter. 1788 B) Indemnification of School 1789 The Sponsor,to the extent sovereign immunity can be waived, agrees to indemnify, defend 1790 with competent counsel, and hold the School, its members, officers, and agents, harmless 1791 from any and all claims, actions, costs, expenses, damages, and liabilities, including 1792 reasonable attorney's fees, arising out of, connected with or resulting from: (a) the 1793 negligence of the Sponsor's employees, contractors, subcontractors, or other agents in 1794 connection with and arising out of their services within the scope of this Charter; (b) 1795 disciplinary action or the termination of a Sponsor employee; (c)the debts accrued by the 1796 Sponsor and/or non-payment of same; (d)the Sponsor's material breach of this Charter or 1797 violation of law; (e) any failure by the Sponsor to pay its suppliers or any subcontractors; 1798 or (f) personal injury, property damage, or violations of civil rights that may arise out of, 1799 or by reason of actions of the Sponsor and/or its employees, agents, and representatives. 74 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1800 C) Acceptable Insurers 1801 1) Acceptable Insurance Providers 1802 Insurance providers must be authorized by subsisting certificates of authority by 1803 the Department of Financial Services of the State of Florida, or (11) an eligible 1804 surplus lines insurer under Florida Statutes. In addition, the insurer must have a 1805 Best's Rating of "A" or better and a Financial Size Category of "VP' or better, 1806 according to the latest edition of Best's Key Rating Guide, published by A.M. Best 1807 Company. 1808 2) Insurance Provider Compliance 1809 If, during this period when an insurer is providing the insurance as required by this 1810 Charter, an insurer fails to comply with the foregoing minimum requirements, as 1811 soon as the School has knowledge of any such failure the School shall immediately 1812 notify the Sponsor and promptly replace the insurance with insurance provided by 1813 another insurer meeting the requirements. Such replacement insurance coverage 1814 must be obtained within twenty (20) days of cancellation or lapse of coverage. 1815 3) Minimum Insurance Requirements 1816 Without limiting any of the other obligations or liabilities of the School, the School 1817 shall, at the School's sole expense,procure, maintain and keep in force the amounts 1818 and types of insurance conforming to the minimum requirements set forth in this 1819 Charter. Except as otherwise specified in this Charter, the insurance shall 1820 commence prior to the commencement of the opening of the School and shall be 1821 maintained in force, without interruption, until this Charter is terminated. 1822 D) Commercial and General Liability Insurance 1823 1) Liabilities Required 1824 School's insurance shall cover the School for those sources of liability (including, 1825 without limitation, coverage for operations, Products/Completed Operations, 1826 independent contractors, and liability contractually assumed) which would be 1827 covered by the latest occurrence form edition of the standard Commercial General 1828 Liability Coverage Form (ISO Form CG 00 01 12 04), as filed for use in the State 1829 of Florida by the Insurance Services Office. 75 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1830 2) Minimum Limits 1831 The minimum limits to be maintained by the School (inclusive of any amounts 1832 provided by an umbrella or excess policy) shall be $1 million per occurrence/$3 1833 million annual aggregate. 1834 3) Deductible/Retention 1835 Except with respect to coverage for Property Damage Liability, the Commercial 1836 General Liability coverage shall apply on a first-dollar basis without application of 1837 any deductible or self-insured retention. 1838 4) Occurrence/Claims 1839 The coverage for Property Damage Liability may be subject to a maximum 1840 deductible of$1,000 per occurrence. 1841 5) Additional Insured 1842 The School shall include the Sponsor and its members, officers, and employees as 1843 Additional Insured on the required Commercial General Liability Insurance. The 1844 coverage afforded such Additional Insured shall be no more restrictive than that 1845 which would be afforded by adding the Sponsor as Additional Insured using the 1846 latest Additional Insured Owners, Lessees or Contractors (Form B) Endorsement 1847 (ISO Form CG 20 10 07 04). The certificate of insurance shall be clearly marked 1848 to reflect "The Sponsor (The School Board of Miami-Dade County, Florida), its 1849 members, officers, employees, and agents as Additional Insured." 1850 E) Automobile Liability Insurance 1851 1) Coverage 1852 The School's insurance shall cover the School for those sources of liability which 1853 would be covered by Section II of the latest occurrence edition of the standard 1854 Business Auto Policy (ISO Form CA 00 0103 10), including coverage for liability 1855 contractually assumed, as filed for use in the State of Florida by the Insurance 1856 Services Office. Coverage shall be included on all owned, non-owned, and hired 1857 autos used in connection with this Charter. 1858 2) Occurrence/Claims and Minimum Limits 1859 The minimum limits to be maintained by the School (inclusive of any amounts 76 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1860 provided by an umbrella or excess policy) shall be $1 million per occurrence, and 1861 if subject to an annual aggregate, $3 million annual aggregate. 1862 F) Workers' Compensation/Employers' Liability Insurance 1863 1) Coverage 1864 The School's insurance shall cover the School (and to the extent its subcontractors 1865 and its sub subcontractors are not otherwise insured) for those sources of liability 1866 which would be covered by the latest edition of the standard Workers' 1867 Compensation Policy, as filed for use in Florida by the National Council on 1868 Compensation Insurance, without restrictive endorsements. In addition to coverage 1869 for the Florida Workers' Compensation Act, where appropriate, coverage is to be 1870 included for the Federal Employers' Liability Act and any other applicable federal 1871 or state law. 1872 2) Minimum Limits 1873 Subject to the restrictions found in the standard Workers' Compensation Policy, 1874 there shall be no maximum limit on the amount of coverage for liability imposed 1875 by the Florida Workers' Compensation Act or any other coverage customarily 1876 insured under Part One of the standard Workers' Compensation Policy. The 1877 minimum amount of coverage for those coverages customarily insured under Part 1878 Two of the standard Workers' Compensation Policy shall be: EL Each Accident: 1879 $500,000; EL Disease-Policy Limit: $500,000; EL Disease-Each Employee: 1880 $500,000. 1881 G) School Leader's Errors and Omissions Liability Insurance 1882 1) Form of coverage 1883 The School shall provide School Leader's Errors and Omissions Liability Insurance 1884 shall be on a form acceptable to the Sponsor and shall cover the School for those 1885 sources of liability typically insured by School Leader's Errors and Omissions 1886 Liability Insurance, arising out of the rendering or failure to render professional 1887 services in the performance of this Charter, including all provisions of 1888 indemnification, which are part of this Charter. 1889 2) Coverage Limits 77 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1890 The minimum limits to be maintained by the School inclusive of any amounts 1891 provided by an umbrella or excess policy, shall be $1 million per claim/annual 1892 aggregate. 1893 3) Occurrence/Claims 1894 The insurance shall be subject to a maximum deductible not to exceed $25,000 per 1895 claim. If the insurance is on a claims-made basis,the School shall maintain,without 1896 interruption, the Professional Liability Insurance until three (3) years after 1897 termination of this Charter. 1898 H) Property Insurance 1899 1) Structure Requirements 1900 If the School is the owner and/or has a mortgage on the school site location, the 1901 School shall furnish on a form acceptable to the Sponsor, Property Insurance for 1902 the "Building" which is to include the structure as described in this Charter, 1903 including permanently installed fixtures, machinery and equipment, outdoor 1904 fixtures, and personal property to service the premises. If the Building is under 1905 construction, the School shall provide evidence of property insurance for the 1906 additions under construction and alterations, repairs, including materials, 1907 equipment, supplies, and temporary structures within 100 feet of the premises. 1908 2) Additional Requirements 1909 In addition, the School shall provide evidence of business personal property 1910 coverage to include furniture, fixtures, equipment, and machinery used in the 1911 School. 1912 3) Business Personal Property Insurance 1913 If the School leases the site location, then the School shall provide on a form 1914 acceptable to the Sponsor no later than thirty(30)calendar days prior to the opening 1915 of school, evidence of business personal property insurance, to include furniture, 1916 fixtures, equipment and machinery used in the School. 1917 1) Applicable to All Coverage 1918 1) Other Coverage 1919 The insurance provided by the School shall apply on a primary basis and any other 78 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1920 insurance or self-insurance maintained by the Sponsor or its members, officers, 1921 employees or agents, shall be in excess of the insurance provided by or on behalf 1922 of the School. 1923 2) Deductibles/Retention 1924 Except as otherwise specified, the insurance maintained by the School shall apply 1925 on a first-dollar basis without application of deductible or self-insurance retention. 1926 Liability and Remedies 1927 Compliance with the insurance requirements of this Charter shall not limit the 1928 liability of the School, its subcontractors, its sub subcontractors, its employees or 1929 its agents to the Sponsor or others. Any remedy provided to the Sponsor or its 1930 members, officers, employees or agents by the insurance shall be in addition to and 1931 not in lieu of any other remedy available under the Charter or otherwise. 1932 3) Subcontractors 1933 The School shall require its subcontractors and its sub-subcontractors to maintain 1934 any and all insurance required by law. 1935 4) Default Upon Non-Compliance 1936 Failure to comply with this section or to maintain the requisite insurance coverage 1937 shall constitute a material breach of this Charter and constitute good cause for 1938 termination. 1939 SECTION 8: GOVERNANCE 1940 A) Public or Private Employer 1941 The School shall be a private employer. If the School elects to be a public employer, the 1942 School may participate in the Florida Retirement System (FRS) upon application and 1943 approval as a "covered group" under Section 121.021(34), F.S. If a charter school 1944 participates in the FRS, the charter school employees shall be compulsory members of the 1945 FRS. Teachers and other staff on approved charter school leave from the Sponsor will be 1946 considered employees of the School and will not be covered by the contract between the 1947 United Teachers of Dade (UTD) and M-DCPS. 1948 B) Governing Board Responsibilities and Organization Composition 1949 The seven duly elected representatives of The City of Aventura Commission, will serve as 79 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1950 the School's Board of Directors (Board). 1951 a) The primary responsibility of the Board is to lead in the identification and 1952 development of broad goals and specific objectives to be accomplished by 1953 the School. The Board supports these goals and specific objectives by 1954 annually adopting the budget. 1955 b) The Board will oversee the City Manager who will be responsible for the 1956 day-to-day operations of the school and exercise continuing oversight over 1957 the School's operations. 1958 c) The School shall be held accountable to its students, parents/guardians, and 1959 the community at large,through a continuous cycle of planning, evaluation, 1960 and reporting as required by law. 1961 d) Pursuant to F. S. §1002.33(12)(g), the School's Board members shall be 1962 fingerprinted by the Sponsor prior to the approval of the School's Charter. 1963 Board members appointed to the Board after the approval of the School's 1964 Charter must be fingerprinted within thirty (30) days of their appointment. 1965 The cost of fingerprinting shall be borne by the School or the Board 1966 member. The Board agrees to dismiss Board members whose fingerprint 1967 check results reveal non-compliance with standards of good moral 1968 character. 1969 e) The Principal shall be an employee of the City and shall be directly 1970 supervised by the City Manager. The City may employ other key personnel 1971 of the School who shall be directly supervised by the Principal. The 1972 teachers, support staff, and contractual staff will be directly supervised by 1973 the Principal or the educational management company, as applicable. 1974 f) An Educational Excellence School Advisory Council (EESAC) will be 1975 established consistent with Fla. Stat. § 1001.452 to facilitate achievement 1976 of the mission of the School, and to ensure that the School meets the needs 1977 of the children and community it is developed to serve. To this end, the 1978 School will detail and address the following components, for its EESAC: 1979 (a) establishment of by-laws; (b) composition of membership; (c) election 80 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 1980 procedures; (d) communication and posting of meeting agendas and 1981 minutes pursuant to Fla. Stat. § 286.011 (Sunshine Law). 1982 g) A School Advisory Committee (SAC) will be established to facilitate 1983 achievement of the mission of the School, and to ensure that the School 1984 meets the needs of the children and community it is developed to serve. 1985 h) As indicated above,the School will be responsible for administrative school 1986 functions, such as bookkeeping, pursuant to the rules and policies that are 1987 developed by the City Manager consistent with such standards for other 1988 public schools. 1989 i) No employee of the school may be a member of the Board. 1990 j) No member of the Board will receive compensation, directly or indirectly, 1991 from the School's operations, including but not limited to grant funds. 1992 Violation of this provision shall constitute a material breach of the Charter. 1993 1) Organizational Plan 1994 The School shall implement the organizational plan as described in the approved 1995 Application. 1996 2) School Fiscal Agent 1997 The City shall be the fiscal agent for the School. 1998 3) Student/Parent Contract 1999 The School agrees to annually submit any proposed Student/Parent contracts, 2000 including amendments, to the Sponsor for review. The Sponsor shall approve or 2001 reject the proposed parent contract within 30 days of receipt. If the Sponsor rejects 2002 the proposed Student/Parent Contract, it shall provide its reasons for rejection in 2003 writing and shall allow the School to resubmit a revised draft. The School shall not 2004 use the Student/Parent contract unless it has been approved by the Sponsor. The 2005 School shall not use language in these contracts to discriminate, involuntarily 2006 withdraw or dismiss the student without due process and as required by the Code 2007 of Student Conduct, or create a financial burden or any other barrier to enrollment 2008 or re-enrollment. At a minimum, all communication to parents, including Parent 2009 Contracts, shall be provided in English, Spanish and Haitian-Creole, as appropriate. 81 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2010 Attached is the School's Parental Contract/Handbook (Appendix O). Violation 2011 constitutes good cause for termination of the Contract. 2012 4) Governing Board Reporting 2013 The Board or its designee shall periodically report the School's academic progress 2014 to all stakeholders. 2015 5) Governance Training 2016 Pursuant to state law, the Board shall participate in charter school governance 2017 training facilitated by an approved FDOE vendor. 2018 6) Employment of Relatives 2019 The School and its employees shall comply with state law prohibiting the 2020 appointment, employment, promotion, or advancement, or the advocacy for 2021 appointment, employment, promotion, or advancement in or to a position in the 2022 charter school in which the personnel are serving or over which the personnel 2023 exercises jurisdiction or control of an individual who is a relative as defined in 2024 Section 1002.33(24)(a)2, F.S. 2025 C) Public Records 2026 The School shall comply with Chapter 119, F.S., (the Public Records Act), and all other 2027 applicable statutes pertaining to public records. 2028 D) Reasonable Access to Records by Sponsor 2029 The School shall provide the Sponsor access to public records, at no cost, related to the 2030 governing board. Failure to provide such access will constitute a material breach of this 2031 Contract and good cause for termination. 2032 E) Sunshine Law 2033 The Board meetings shall take place locally and in a physical location and facility that is 2034 easily accessible to the School's parents, students and employees,be publicized in advance 2035 to the school community and be open to the public pursuant to Section 286.011, F.S., (the 2036 Sunshine Law): Parents/guardians shall be encouraged to attend. Notification shall be 2037 available in languages other than English, where appropriate, e.g., Spanish, and Haitian- 2038 Creole. Notices of all Board meetings must be posted at the School, at the location of the 2039 meeting, on the School's website, and at the M-DCPS Citizen Information Center at least 82 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2040 five (5) days prior to the meeting. The Sponsor will post announcements filed with the 2041 Citizen Information Center on the M-DCPS website on a timely basis. 2042 F) Reasonable Notice of Governing Board Meetings 2043 1) Notice of Governing Board Meetings 2044 The Board shall publish on the School's website a schedule of all Board meetings 2045 for the school year including the date, time and location of meetings. By July 15 2046 annually, the school shall provide the Sponsor the annual schedule of Board 2047 meetings. The school shall provide reasonable notice to the Sponsor of any changes 2048 or cancellation of scheduled meetings. 2049 2) Governing Board Meeting Requirements 2050 For those schools that are in their first year of operation or who have been declared 2051 to be in a state of financial emergency, and/or who have been designated as a school 2052 grade of D or F in any two consecutive or two of any three years, the Board shall 2053 meet at least monthly. The boards for schools that do not meet any of the above 2054 criteria shall meet no less than four times per year. The Board must hold at least 2055 two public meetings per school year in the school district. The meetings must be 2056 noticed, open, and accessible to the public and attendees must be provided the 2057 opportunity to receive information and provide input regarding the School's 2058 operations. The appointed parent representative and charter school Principal or 2059 Director, or his or her equivalent, must be physically present at each meeting. 2060 G) Identification of Governing Board Members 2061 1) Parental Representative Designee 2062 The City Manager shall serve as the Parental Involvement Designee as long as 2063 he/she lives in Miami Dade County and meets all other statutory criteria unless 2064 another representative is designated by the Board to facilitate parental involvement, 2065 provide access to information, assist parents and others with questions and 2066 concerns, and resolve disputes. 2067 (a) The Parent Involvement Designee must reside in the Miami-Dade School 2068 District. 2069 (b) The Parent Involvement Designee may be a Board member, charter school 83 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2070 employee, or individual contracted to represent the Board. 2071 (c) If the Board oversees multiple charter schools in the same school district, 2072 the Board must appoint a separate individual Parent Involvement Designee 2073 for each charter school in the District. 2074 (d) The Parent Involvement Designee's contact information must be provided 2075 annually in writing to the Sponsor and parents and posted prominently on 2076 the School's website. 2077 H) Website 2078 The School shall maintain a website that clearly provides information about the School's 2079 academic performance and state accountability grades(s),the names of the Board members, 2080 Board meeting schedule for the current school year, school programs, the management 2081 company and/or service providers associated with the School, the School's annual budget 2082 and annual independent fiscal audit, and, on a quarterly basis, the minutes of Board 2083 meetings. 2084 SECTION 9: EDUCATION SERVICE PROVIDER 2085 A) Education Service Provider Agreement 2086 1) School Use of ESP Services 2087 (a) The contract between the School and the education service provider/ 2088 management company (ESP) shall require that the ESP operate the School 2089 in accordance with the terms stipulated in this Charter and all applicable 2090 laws, ordinances, rules, and regulations. The contract between the School 2091 and the ESP shall allow the School the ability to terminate the contract with 2092 the ESP. 2093 (b) Neither employees of the ESP nor families of employees of the ESP, Section 2094 1002.33(24),F.S., shall serve on the Board or as officers of the Corporation. 2095 (c) The School Principal shall be employed by the City and evaluated by the 2096 City Manager. The Principal shall not own, operate, or serve as an officer 2097 of the ESP that serves the School. 2098 (d) The contract between the ESP and the City shall ensure that an "arms- 2099 length," performance-based relationship exists between the City and the 84 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2100 ESP. 2101 (e) The contract between the School and the ESP shall require that the ESP 2102 disclose to the School and the Sponsor, any affiliations with individuals or 2103 entities (e.g. lessors, vendors, consultants, etc.) doing business with the 2104 School. 2105 (f) The contract shall obligate the School to pay the ESP a reasonable, specific 2106 fee for services. 2107 (g) Any default or breach of the terms of this Charter by the ESP shall constitute 2108 a default or breach by the School under the terms of the Charter between 2109 the School and Sponsor. 2110 2) Submission of ESP Agreement 2111 The contract between the management company and the School shall be submitted 2112 to the Sponsor prior to the approval of the School's Charter, or at the time an ESP 2113 is contracted. 2114 3) Amendments to ESP Contract 2115 All proposed amendments to the contract between the school and the ESP must be 2116 submitted to the Sponsor prior to execution. Material changes to the original 2117 mission of the school's scope of services, or in the ESP, may require an amendment 2118 to this Charter. 2119 4) ESP Contract Amendments 2120 If the School and the ESP amend their contract in a manner that results in a material 2121 change to the charter, this Charter will require modification through the contract 2122 amendment process. 2123 5) Change of ESP 2124 If the School changes ESP companies, a Charter modification may be required. 2125 SECTION 10: HUMAN RESOURCES 2126 A) Hiring Practices 2127 The School shall implement the plan, policies and procedures including how the School 2128 will determine whether any potential employees are related to ESP owners or employees 2129 or to Board members, as described in the approved Application. The School shall hire its 85 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2130 own employees, and retain qualified staff. The School agrees that its employment practices 2131 shall be nonsectarian. 2132 1) Reporting Staffing Changes 2133 The School shall provide the Sponsor with the names and social security numbers 2134 of all applicants the School is interested in employing prior to the commencement 2135 of employment. The School shall provide the Sponsor copies of monthly payroll 2136 rosters as directed. The payroll rosters shall indicate the payroll period, hire date of 2137 employee, the number of days that each individual was paid for, and the daily rate 2138 of each salary or the total amount paid to each individual during that period. Failure 2139 to provide this information in a timely manner where such failure continues after 2140 written notice from the Sponsor may result in withholding of FTE payments until 2141 the information is provided and shall constitute a breach of this Charter and good 2142 cause to terminate the Charter. The parties agree that the School will use the 2143 Sponsor's specifically-designed charter school employee management system and 2144 procedures for processing staff information. The Sponsor shall provide appropriate 2145 training to School personnel on the use of the electronic reporting facility. 2146 2) Non-Discriminatory Employment Practices 2147 The City and the School shall provide equal opportunity in employment, in 2148 accordance with Title VII and the Sponsor's antidiscrimination rules and policies. 2149 3) Instructional Personnel 2150 All instructional staff, including substitutes and paraprofessionals, employed by or 2151 under contract to the School shall be certified as required by Chapter 1012, F.S., 2152 and shall meet all requirements for highly qualified/effective instructional 2153 personnel as defined by the Every Student Succeeds Act(ESSA). The School may 2154 employ or contract with skilled selected non-certified personnel to provide 2155 instructional services or to assist instructional staff members as education 2156 paraprofessionals in the same manner as defined in Chapter 1012, F.S. Staff 2157 resumes/biographies shall be available to parents/guardians and community 2158 members upon request. The School shall provide continuing professional 2159 development programs for its teachers. 86 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2160 (a) The School shall not employ an individual for instructional services if the 2161 individual's certification or licensure as an educator is suspended or 2162 revoked by this or any other state. The School shall monitor teacher 2163 certification and ensure that teachers maintain their certification current at 2164 all times. Temporary instructors employed by the School must have met all 2165 requirements as defined in Chapter 1012.35, F.S. 2166 (b) In accordance with Section 1002.33 (12)(f), F.S., a charter school may not 2167 knowingly employ an individual who has resigned from a school district in 2168 lieu of disciplinary action with respect to child welfare or safety, or who has 2169 been dismissed for just cause by any school district with respect to child 2170 welfare or safety. 2171 (c) For blended-learning programs, instructional personnel may be employees 2172 of the charter school or may be contracted to provide instructional services. 2173 At a minimum, the instructional personnel must hold state certification as 2174 required by Section 1012.55, F.S., or school district adjunct certification 2175 under Section 1012.57, F.S., for the subject area of the blended learning 2176 course. 2177 (d) The School shall comply with Sections, 1012.22(l)(a), 1012.335, and 2178 1012.34, F.S., relating to employee contracts, compensation and salary 2179 schedules, workforce reductions and performance evaluations. The School 2180 shall not enter into a contract with an employee that exceeds the term of this 2181 Charter or include payment acceleration clauses based upon notification of 2182 non-renewal or termination. 2183 4) Fingerprinting and Background Screening 2184 (a) Pursuant to Sections 1012.32(2)(a), 1002.33(12)(a), 1012.465, 1012.56, 2185 and 435.04, F.S., the School shall fingerprint for level 2 screening of all 2186 applicants, for instructional and non-instructional positions, that the School 2187 intends to employ. Additionally, the School agrees that each of its 2188 employees, representatives, agents, subcontractors, education service 2189 providers, or suppliers who are permitted access on school grounds when 87 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2190 students are present, who have direct contact with students or who have 2191 access to or control of school funds must meet level 2 screening 2192 requirements as required. 2193 (b) The Sponsor shall perform the processing of each applicant's fingerprints. 2194 The School or the applicant shall bear any and all costs associated with the 2195 required fingerprinting and level 2 background screening. 2196 (c) The School shall not hire school employees prior to the Sponsor's receipt 2197 and review of the fingerprinting and level 2 background screening results 2198 of the charter school applicants from the Florida Department of Law 2199 Enforcement and the Federal Bureau of Investigation. Potential School 2200 employees shall submit official court dispositions for criminal offenses of 2201 moral turpitude listed as part of their fingerprint results. The School shall 2202 not hire applicants whose fingerprint check and level 2 screening results 2203 reveal non-compliance with standards of good moral character. 2204 Noncompliance may result in withholding of FTE payments, without 2205 interest, and shall constitute good cause to terminate this Charter. 2206 (d) The School shall conduct general drug screening on all applicants for 2207 instructional and non-instructional positions, including contracted 2208 personnel, pursuant to the Sponsor's School Board Policy 1124, Drug-Free 2209 Workplace, and the Miami-Dade County Public Schools' Policy 1124, 2210 Drug Free Workplace(Appendix P). A negative drug screening result shall 2211 be a requirement and prerequisite for employment. The cost of drug 2212 screening shall be borne by the School or the applicant. 2213 5) Hiring Prohibition 2214 In accordance with Section 1002.33(12)(f), F.S., a charter school may not 2215 knowingly employ an individual who has resigned from a school district in lieu of 2216 disciplinary action with respect to child welfare of safety, or who has been 2217 dismissed for just cause by any school district with respect to child welfare or 2218 safety. 2219 B) Employment Practices 88 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2220 1) Statutory Prohibition and Required Disclosure regarding Hiring of Relatives 2221 The School and its employees shall comply with state law prohibiting the 2222 employment of relatives which prohibits the appointment, employment,promotion, 2223 or advancement, or the advocacy for appointment, employment, promotion, or 2224 advancement in or to a position in the charter school in which the personnel are 2225 serving or over which the personnel exercises jurisdiction or control of an 2226 individual who is a relative. 2227 2) Self-Reporting of Arrests 2228 The School shall require all instructional employees who hold Department of 2229 Education teaching certificates to self-report within 48 hours to appropriate 2230 authorities,including the School's Administration or the Board, any arrest and final 2231 dispositions of such arrest other than minor traffic violations. 2232 3) Standards of Behavior 2233 The School shall prohibit employees from bringing firearms onto School property. 2234 The School shall be responsible for the investigation and discipline of any School 2235 employee who may be in violation of this prohibition. 2236 4) Code of Ethics 2237 The School shall require that its employees abide by the Florida Code of Ethics of 2238 the Education Profession in Florida, and Principles of Professional Conduct for the 2239 Education Profession in Florida(Appendix Q). The School shall be responsible for 2240 the investigation and discipline of any School employee who violates this 2241 prohibition. 2242 5) Personnel Policy 2243 The School shall comply with its School's Personnel Policy (Appendix R) for 2244 selecting and employing personnel. 2245 6) Collective Bargaining 2246 School employees shall have the option to bargain collectively and may collectively 2247 bargain as a separate unit or as part of the existing School District collective 2248 bargaining unit as determined by the structure of the School. 2249 7) Immigration Status 89 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2250 The School shall employ only individuals legally authorized to work in the United 2251 States pursuant to federal immigration laws and USCIS regulations. 2252 8) Employee Discipline 2253 The School shall discipline its employees pursuant to state law and rules and any 2254 applicable federal laws. The School shall apply thorough, consistent, and even- 2255 handed procedures in disciplinary actions. Terminated employees are entitled to 2256 receive compensation for the time they have been employed. 2257 9) Employee Evaluation 2258 The School shall annually evaluate all instructional employees pursuant to state 2259 law. 2260 C) Sponsor Training of School's Employees 2261 1) Participation and Cost for Training Activities 2262 (a) Participation in federally funded training: The Sponsor shall provide 2263 federally funded professional development activities to school employees 2264 at no cost to the School. 2265 (b) Participation in non-federally funded training: The Sponsor shall 2266 provide professional development activities to school employees on a space 2267 available basis. The School shall pay all additional costs associated with 2268 such activities and the same rates and reimbursement calculations currently 2269 charged to the Sponsor. 2270 SECTION 11: REQUIRED REPORTS/DOCUMENTS 2271 The School shall provide all required reports and documents as specified in Appendix S. The 2272 Sponsor may require the School to provide additional reports and/or documents if necessary. 2273 SECTION 12: MISCELLANEOUS PROVISIONS 2274 A) Impossibility 2275 Neither party shall be considered in default of this Charter if the performance of any section 2276 or all of this Charter is prevented, delayed, hindered or otherwise made impracticable or 2277 impossible by reason of any strike, flood, hurricane, riot, fire, explosion, war, act of God, 2278 sabotage, accident or any other casualty or cause beyond either party's control, and which 2279 cannot be overcome by reasonable diligence and without extraordinary expense. 90 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2280 B) Notice of Claim 2281 1) Time to Submit 2282 At least thirty (30) days prior to the initial opening day of classes, the School shall 2283 furnish the Sponsor with fully completed Certificate(s) of Insurance signed by an 2284 authorized representative of the insurer(s) providing all required coverage. 2285 2) Notification of Cancellation 2286 The School shall notify the Sponsor in writing of cancellation of insurance within 2287 ten (10) days of the cancellation. 2288 3) Renewal/Replacement 2289 Until such time as the insurance is no longer required to be maintained by the 2290 School, the School shall provide the Sponsor with evidence of the renewal or 2291 replacement of the insurance no less than thirty (30) days before the expiration or 2292 termination of the required insurance. 2293 C) Drug-Free Workplace 2294 The School shall be a drug-free workplace. 2295 D) Entire Agreement 2296 This Charter shall constitute the full, entire, and complete agreement between the parties. 2297 All prior representations, understandings, and agreements whether written or oral are 2298 superseded and replaced by this Charter. This Charter may be altered, changed, added to, 2299 deleted from, or modified only through the voluntary, mutual consent of the parties in 2300 writing. Any substantial amendment to this Charter shall require approval of the School 2301 Board. 2302 E) No Assignment 2303 This Charter shall not be assigned by either party. The School may, without the consent 2304 of the Sponsor, enter into contracts for services with an individual or group of individuals 2305 organized as a partnership or cooperative so long as the School remains ultimately 2306 responsible for those services as set forth in this Charter. 2307 F) No Waiver 2308 No waiver of any provision of this Charter shall be deemed or shall constitute a waiver of 2309 any other provision unless expressly stated. The failure of either party to insist in any one 911 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL (MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2310 or more instances upon the strict performance of any one or more of the provisions of this 2311 Charter shall not be construed as a waiver or relinquishment of the term or provision, and 2312 the same shall continue in full force and effect. No waiver or relinquishment to any 2313 provision of this Charter shall be deemed to have been made by either party unless in 2314 writing and signed by the parties. 2315 G) Default 2316 Non-compliance with any of the terms and conditions of this Charter may constitute good 2317 cause for termination. 2318 H) Survival Including Post-Termination 2319 All representations and warranties made in this Charter shall survive termination of this 2320 Charter. 2321 1) Severability 2322 If any provision or any section of this Charter is determined to be unlawful,void or invalid, 2323 that determination shall not affect any other provision or any section of any other provision 2324 of this Charter and all remaining provisions shall continue in full force and effect. 2325 T) Third Party Beneficiary 2326 This Charter is not intended to create any rights of a third-party beneficiary. This clause 2327 shall not be construed, however, as contrary to any statutory or constitutional right 2328 possessed by a member of the community, a student, or parent/guardian of a student of the 2329 School. 2330 K) Choice of Laws 2331 This Charter is made and entered into in the State of Florida and shall be interpreted 2332 according to the laws of Florida, with venue in Miami-Dade County. The parties mutually 2333 agree that the language and all parts of this Charter shall in all cases be construed as a 2334 whole according to its fair meaning, and not strictly for or against any of the parties. 2335 L) Notice 2336 Every notice, approval, consent or other communication authorized or required by this 2337 Charter shall not be effective unless it is in writing and sent postage prepaid by United 2338 States mail, directed to the other party at the address provided or such other address as 2339 either party may designate in writing from time to time: 92 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2340 Aventura City of Excellence Charter School 2341 The City of Aventura and City Manager 2342 19200 West Country Club Drive 2343 Aventura, Florida 33180 2344 2345 Aventura City of Excellence Charter School 2346 Julie Alm, Principal 2347 3333 N. E. 188th Street 2348 Aventura, Florida 33180 2349 2350 The School Board of Miami-Dade County, Florida 2351 Attn.: Superintendent 2352 1450 N.E. 2nd Avenue, Suite 931 2353 Miami, FL 33132-1308 2354 2355 And copies of all Notices to: 2356 2357 Clerk of the School Board 2358 1450 N.E. 2nd Avenue, Suite 268B 2359 Miami, FL 33132-1308 2360 2361 M) Authority 2362 Each of the persons executing this Charter represent and warrant that they have the full 2363 power and authority to execute the Charter on behalf of the party for whom he or she signs 2364 and that he or she enters into this Charter of his or her own free will and accord and with 2365 his or her own judgment, and after consulting with anyone of his or her own choosing, 2366 including but not limited to his or her attorney. The School and the Sponsor both represent 2367 that they have been represented in connection with the negotiation and execution of this 2368 Charter and they are satisfied with the representation. 2369 N) Conflict/Dispute Resolution 2370 1) Contractual Conflicts 2371 If a conflict arises out of the terms, construction, or rights or obligations contained 2372 in this Charter, the Sponsor or the School may either use the Dispute Resolution 2373 Procedure (Appendix T), or pursuant to Section 1002.33(7)(a) and (b), F.S. This 2374 provision does not apply to non-renewals or terminations. 2375 2) School Stakeholder Conflicts 2376 All conflicts between the School and the parents/legal guardians of the students 93 1 P a g e AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 2377 enrolled at the School shall be handled by the School or its Board. Evidence of each 2378 parent's/guardian's acknowledgement of the School's Parent Conflict Resolution 2379 Process shall be available for review upon request by the Sponsor. 2380 3) Contractual Priority 2381 In the event of any conflict between the provisions of this Charter and any appendix, 2382 this Charter shall prevail. 2383 O) Citations 2384 All citations of legal authority and School Board Policy 9800, Charter Schools (Appendix 2385 C), shall refer to those in effect when this Charter is executed, as amended from time to 2386 time. Citations to all other School Board Policies shall refer to the policy in effect at the 2387 time this Charter is approved unless the parties agree to subsequent amendments. 2388 P) Headings 2389 Headings in the Charter are for convenience and reference only and in no way define,limit, 2390 or describe the scope of the Charter and shall not be considered in the interpretation of the 2391 Charter or any provision hereof. 2392 Q) M-DCPS Police 2393 MDCPS School Police may accompany District officials in executing the Sponsor's 2394 monitoring responsibilities and other official business. 2395 94 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 IN WITNESS WHEREOF, the parties hereto have executed this Charter as of the day and year first above written. ATTEST: THE CITY OF AVENTURA, FLORIDA(AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL) (MSID 0950) 2396 By: By: Signature of Date Signature of Date City Clerk/Secretary City of Aventura Name: Name: City Clerk/Secretary City of Aventura 2397 ATTEST: THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA 2398 2399 By: By: Signature of Secretary Date Signature of Board Chair Date 2400 2401 Name: Valtena G. Brown Name: Ms. Perla Tabares Hantman Secretary Board Chair 2402 Approved as to Form and Legal Sufficiency: By: School Board Attorney Date Name: School Board Attorney 2403 95 1 P age AVENTURA CITY OF EXCELLENCE CHARTER SCHOOL(MSID 0950) First Renewal to Contractual Agreement School Board Meeting June 20, 2018 CMOS Consulting Services MEMORANDUM TO: Susan Grant, City Manager FROM: Eric M. Soroka, CMCS Consulfwgcervjses7/ DATE: May 11, 2018 ( SUBJECT: Recommendation to Execute Agreement for Construction Management Services with a Guaranteed Maximum Price with Kaufman Lynn Construction for the Aventura High School Construction Project BACKGROUND As previously authorized by the City Commission, based on the issuance of a Request for Proposals, the firm of Kaufman Lynn Construction ("Contractor") was selected to provide Construction Management Services with a Guaranteed Maximum Price ("GMP") for the Aventura High School Project. A guaranteed maximum price contract is a cost-type contract where the contractor is compensated for actual costs incurred plus a fixed fee subject to a ceiling price. The contractor is responsible for cost overruns, unless the GMP has been increased via formal change order. Savings resulting from cost underruns are returned to the contingency. Any funds not spent from the contingency may be split between the owner and contractor. Construction Management services consists of two phases. Phase one is preconstruction services including value engineering, constructability analyses, development of a cost model, estimating, and the development of a Guaranteed Maximum Price(GMP). This was done based on the construction documents provided by the Architectural firm of PGAL. Once the GMP is negotiated and accepted, at 100% construction documents, then phase two, the construction phase, begins. In phase two of the contract, the Contactor buys out the individual components of the project by awarding contracts to vendors/subcontractors. Our goal has been to obtain the lowest possible cost, while at the same time protect the integrity of the building design prepared by the Architect with input from CSUSA and the City. During the past two weeks we have spent a great deal of time reviewing the project costs in detail with a series of meetings and conferences calls with the Contractor and Architect to accomplish this goal. The negotiated GMP for the Aventura High project including the gym building is $13,859,841. The total building square footage is 65,331 including the gym building. The construction management fee is$698,246, or 5.5%of the estimated construction costs not including insurance costs, contingency and profit. The fee is competitive when compared with similar projects contracted by the City in the past and with other governmental agencies. In the event the project is completed at a cost less than the established GMP, the City and contractor would split any amounts unspent in contingency 50/50%, however the Contractor would receive the first $50,000 in savings. Most important the Contractor has also agreed that no change orders will be allowed unless requested by the City or for unforeseen conditions. The City Attorney, Architect and staff have reviewed the attached standard AIA Agreements between Owner and Contractor. Below is a recommended budget that includes sources of funds and anticipated construction costs associated with the construction project. It does not include the land purchase and soil remediation costs. Funding Sources Bond Proceeds $7,045,000 General Fund Reserves 6,000,000 Naming Rights Donation 2,000,000 Red Light Camera 200,000 Park Impact Fees 232,000 Total $15,477,000 Construction Costs GMP-Kaufman Lynn $13,859,841 Architect 775,000 FF&E 370,000 Builders Risk Insurance 82,000 Security System 225,000 Traffic Engineer 35,000 FPL Transformer 45,000 Threshold Inspection/Testing 85,159 Total $15,477,000 The scheduled start date is June 14, 2018, with a substantial completion/temporary certificate of occupancy date of July 15, 2019. I would like to commend Kaufman Lynn, PGAL, and the Capital Projects Manager for their efforts to negotiate a GMP that represents a fair and reasonable figure. I feel confident that when complete the Aventura High School will be a facility that the residents will be proud of and meets the expectations of the City Commission. In order to move forward and expedite the buyout phase, I recommend that this item be placed on the May 17, 2018 Commission Meeting Agenda for approval. Attached, for the Agenda please find a Resolution approving the Contract, as well as all the Contract documents including the GMP. If you have any questions, please feel free to contact me. Attachments RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED STANDARD FORM OF AGREEMENT, INCLUDING GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION, BETWEEN OWNER (CITY OF AVENTURA) AND KAUFMAN LYNN CONSTRUCTION, INC. FOR THE CONSTRUCTION OF THE AVENTURA CHARTER HIGH SCHOOL PROJECT; ESTABLISHING THE GUARANTEED MAXIMUM PRICE; ESTABLISHING THE CONSTRUCTION MANAGEMENT FEE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Aventura, in accordance with applicable State law, has requested proposals from firms for services relative to Construction Management with Guaranteed Maximum Price; and WHEREAS, the City Commission adopted Resolution No. 2017-48 which selected the firm of Kaufman Lynn Construction, Inc. to perform Construction Management Services with a Guaranteed Maximum Price relating to the Aventura Charter High School Project; and WHEREAS, the representatives on behalf of the City have negotiated an Agreement for Construction Management Services and the establishment of the Guaranteed Maximum Price based on the construction plans prepared by Architect PGAL; and WHEREAS, the City Commission, upon review, wishes to authorize the City Manager to execute an Agreement for Construction Management Services and establish the Guaranteed Maximum Price with Kaufman Lynn Construction, Inc. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA, THAT: City of Aventura Resolution No. 2018-_ Section 1. The City Commission hereby authorizes the City Manager to execute the attached Standard Form of Agreement, including General Conditions of the Contract for Construction, subject to approval as to legal form and sufficiency by the City Attorney, between Owner (City of Aventura) and Construction Manager (Kaufman Lynn Construction, Inc.) for the construction of the Aventura Charter High School Project, which establishes the construction management fee and Guaranteed Maximum Price. Section 2. The Guaranteed Maximum Price as outlined in the attached document, is hereby approved. Section 3. The City Manager is hereby authorized to do all things necessary to carry out the aims of this Resolution. Section 4. 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 Marc Narotsky Commissioner Robert Shelley Commissioner Howard Weinberg Vice Mayor Gladys Mezrahi Mayor Enid Weisman Page 2 of 3 City of Aventura Resolution No.2018- PASSED AND ADOPTED this 17'h day of May, 2018. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 3 of 3 Aventura Charter High School 100% CD Estimate Summary KAUFMAN LYNN Kaufman Lynn Construction, CGC 021732 cONSTRUCTioN 511/2018 • Bldg GSF: 65,331 Bldg NSF 65,331 Weeks 61 Months 14.0 Acres 2.0 CSI a DESCRIPTION QTY UT UT$ Totals $/GSF Subcontractor/Comments 02-000 SITE WORK l 1,509,112 02-070 Surveying 1 LS 15,000.00 15,000 0.23 02-122 Temp. Fencing 1,740 LF 0 0.00 In GC's 02-123 Final Cleaning: Site/Hardscape 1 LS 2,500.00 2,500 0.04 02-126 Project Carpenter- Flagman/safety/misc 1 LS 6,000.00 6,000 0.09 02-128 Silt Fence 1 LS 0.00 0 0.00 In Sitework Package 02-161 Sitework Package 1 LS 1,042,297.00 1,042,297 15.95 02-162 Fine Grading 117.500 SF 0.15 17,625 0.27 02-171 Asphalt Removal 1 LS 0.00 0 0.00 In Sitework Package 02-175 Basketball Court Removal 1 LS 0.00 0 0.00 In Sitework Package 02-310 (Site Concrete Removal 1 LS 0.00 0 0.00 In Sitework Package 02-510 Curbing 1 LS 0.00 0 0.00 In Sitework Package 02-511 'Signage/Striping 1 LS 0.00 0 0.00 In Sitework Package 02-670 Drainage 1 LS 0.00 0 0.00 In Sitework Package 02-675 Drainage Wells 1 LS 63,000.00 63,000 0.96 02-680 Fire Service 1 LS 0.00 0 0.00 02-700 Water Service 1 LS 0.00 0 0.00 In Sitework Package 02-720 Sewer Service 1 LS 0.00 0 0.00 In Sitework Package 02-900 Landscaping 1 LS 134,520.00 134,520 2.06 02-901 Irrigation 1 LS 30,000.00 30,000 0.46 Allowance 02-910 Brick Pavers 1 LS 8,535.00 8,535 0.13 02-950 Asphalt/Paving (SY) 1 LS 0.00 0 0.00 In Sitework Package 02-955 Concrete Sidewalks(4") 1 LS 0.00 0 0.00 In Sitework Package 02-960 Retaining Wall/Gravity Wall 1 LS 35,000.00 35,000 0.54 Allowance 02-965 Dumpster Enclosure w/Gates 1 LS 0.00 0 0.00 In Div 3 02-970 Vehicular& Ped Gates 1 LS 0.00 0 0.00 In Div 5 02-974 Off-Site Sitework 1 LS 0.00 0 0.00 02-975 Vibro Replacement 1 LS 66,000.00 66,000 1.01 02-980 Liquid Boot Ultrashield 1 LS 88,635.00 88,635 1.36 03-000 CONCRETE 1 1,769,183 33-090 Concrete Package 1 LS 1,717,183.00 1,717,183 26.28 J3-091 Walkway Cover Footings 60 EA 250.00 15,000 0.23 ..:1-2c'9 ' Kaufman Lynn Construction,CGC 021732 Praect Name CSI 0 DESCRIPTION QTY UT UT S Totals SIGSF Subcontractor I Comments 03-100 Temp Roads 1 LS 30,000.00 30,000 0.46 03-125 Safety Rails (stairs/shafts) 1 LS 4,500.00 4,500 0.07 03-126 Safety and Maintenance 1 LS 2,500.00 2,500 0.04 04-000 MASONRY 1 0 04-010}In Shell 0 0.00 05-000 METALS I 1,317.821_ 05-001 Structural Steel Package (w/fence/gates 1 LS 1,031,873.00 1,031,873 15.79 05-010 Miscellaneous Metals 1 LS 0.00 0 0.00 In Structural Steel 05-015 Metal Decking and Joists (Floors) 1 LS 0.00 0 0.00 In Structural Steel 05-020 Metal Decking and Joists(Roof) 1 LS 0.00 0 0.00 In Structural Steel 05-030 Mechanical Equipment Screen 1 LS 46,973.00 46,973 0.72 05-901 Walkway Covers&Sunshades 1 LS 143,975.00 143,975 2.20 05-950 Metal Screen 1 LS 95.000.00 95,000 1.45 Allowance 06-000 WOOD & PLASTICS 1 104.398 06-100 Rough Carpentry 1 LS 16,330.00 16.330 0.25 06-110 Project Laborer-Cleanup/Misc Labor 1 LS 24,400.00 24,400 0.37 06-410 Plam Casework& Countertops 1 LS 63,668.00 63.668 0.97 06-415 Lab Casework&Countertops 0 0.00 In Div 12 07-000 THERMALIMOISTURE PROTECTION 1_ 408,677 07-100 Waterproofing/Elev Pit/Joint Sealers 1 LS 37,204.00 37,204 0.57 07-250 Fireproofing 1 LS 68,500.00 68,500 1.05 07-300 Roofing/Shingles/Tiles 1 LS 253,575.00 253,575 3.88 07-800 Insulation 1 LS 24,398.00 24.398 0.37 07-900 Joint Sealers 1 LS 0.00 0 0.00 In Waterproofing 07-920 Envelope Consultant 1 LS 25,000.00 25,000 0.38 08-000 DOORS &WINDOWS 1 1,233,383 08-100 Metal Doors&Frames & HW 1 LS 200,682.00 200,682 3.07 08-150 ;Overhead Doors 1 LS 11,055.00 11,055 0.17 08-120 Interior Glazing 1 LS 0.00 0 0.00 In Curtainwall Systems 08-500 Windows 1 LS 0.00 0 0.00 In Curtainwall Systems 08-900 Curtainwall Systems 1 LS 1.021,646.00 1.021,646 15.64 09-000 FINISHES I_ 1,362,712 09-050 Drywall Package 1 LS 560,486.00 560,486 8.58 09-500 Acoustical Ceilings 1 LS 143,000.00 143,000 2.19 09-545 FRP Panels (in drywall package) 1 LS 0.00 0 0.00 09-600 Gym Floor Prep 1 LS 12,000.00 12,000 0.18 09-620 Gym Sports Flooring ' 1 LS 68,500.00 68,500 1.05 09-650 Carpet Flooring 1 LS 198,630.00 198,630 3.04 5111n2C18 : Kaufman Lynn Constrtc:wn,CGC 021732 Pro.... Na, CSI# DESCRIPTION QTY UT UT S Totals S/GSF Subcontractor/Comments 09-780 Tile Flooring 1 LS 0.00 0 0.00 In Carpet Flooring 09-790 VCT 1 LS 0.00 0 0.00 In Carpet Flooring 09-795 VCT Base 1 LS 0.00 0 0.00 In Carpet Flooring 09-860 Floor Moisture Protection (ground fl only) 23,852 SF 0.85 20,274 0.31 Allowance 09-900 Painting Package 1 LS 313,851.00 313,851 4.80 09-910 Acoustical Wall Panels 1 LS 16,307.00 16,307 0.25 09-920 Floor Protectoin 1 LS 7,500.00 7,500 0.11 09-950 Final Cleaning of the Building (phased) 1 LS 22,164.00 22,164 0.34 10-000 SPECIALTIES 1 148,673 10-100 White Board/Marker Board 0 0.00 FFE/Not in Scope 10-140 Access Panels 1 LS 1.500.00 1,500 0.02 10-200 Louvers/Vents (Elevator Shaft) 1 EA 500.00 500 0.01 10-250 Door&Wall Protection 1 LS 28.791.00 28,791 0.44 10-280 Bathroom Mirrors 1 LS 0.00 0 0.00 In Toilet Partitions 10-300 Projection Screens 0 0.00 FFE/Not in Scope 10-340 Storage Shelving for 6 Rms 6 EA 800.00 4,800 0.07 10-350 Flagpoles 1 LS 5,671.00 5,671 0.09 10-375 Bicycle Racks 4 EA 800.00 3,200 0.05 10-500 Bicycle Share Racks 1 EA 0.00 0 0.00 Handled by the City 10-520 Fire Extinguishers/Specialties 1 LS 3,467.00 3,467 0.05 10-655 Toilet Partitions 1 LS 56,034.00 56,034 0.86 10-800 Toilet/Bath Accessories 1 LS 0.00 0 0.00 In Toilet Partitions 10-900 Knox Box(included in Fire Ext.) 1 LS 1,050.00 1,050 0.02 10-950 Signage 1 LS 13,660.00 13,660 0.21 10-950 Exterior Building Lettering 1 LS 10,000.00 10,000 0.15 Allowance 10-950 Monument Sign 1 LS 20,000.00 20,000 0.31 Allowance 11-000 EQUIPMENT 1 159,995 11-015 Install Owner Equipment 1 LS 10,000.00 10.000 0.15 11-400 Food Service Equipment 1 LS 60,919.00 60,919 0.93 11-450 Basketball Goals 1 LS 79,576.00 79,576 1.22 11-460 Scoreboards 1 LS 0.00 0 0.00 In Basketball Goals 11-465 Bleachers 1 1 LS 0.00 0 0.00 In Basketball Goals 11-470 Misc.Athletic Equipment 1 LS 5,000.00 5,000 0.08 11-4801Kiln , 1 LS 4,500.00 4,500 0.07 12-000 FURNISHINGS 1 50,576 12-500 Window Treatments 1 LS 7,886.00 7,886 0.12 12-670 Rugs& Mats (and ancillary costs) 3 EA 1,200.00 3,600 0.06 Allowance 12-800 Lab Casework &Countertops 1 LS 39,090.00 39,090 0.60 13-000 SPECIAL CONSTRUCTION 1 0 1 N/A I LS 0.00 0 0.00 5/11/2016 3 Kaufman Lynn Construction,CGC 021732 Project Name CSI# DESCRIPTION QTY UT UT$ Totals i S/GSF 1 Subcontractor/Comments 14-000 CONVEYING SYSTEMS I 126,937 14-200 Elevators 1 LS 126,937.00 126,937 1.94 1 15-000 MECHANICAL I 1,930,260 15-300 Fire Protection 1 LS 148,000.00 148,000 2.27 15-305 ,Fire Protection Service Line 1 LS 42,500.00 42,500 0.65 15-400 Plumbing 1 LS 575,860.00 575,860 8.81 15-500 IH.V.A.C. 1 LS 1,163,900.00 1,163,900 17.82 16-000 ELECTRICAL I 1,596,867 16-050 Basic Electrical i 1 LS 1,596,867.00 1,596,867 24.44 16-100 Fire Alarms 0 0.00 Included in Basic Electrical 16-200 1 Lightning Protection _ 1 0 0.00 Included in Basic Electrical 17-000 LOW VOLTAGE I 0 17-050 ;Card Access Conduit per specs 0.00 0 0.00 Included in Basic Electrical 17-100 Communications Conduit per specs 0.00 0 0.00 Included in Basic Electrical 17-200 Intercom Conduit per specs 0.00 0 0.00 Included in Basic Electrical 17-500 Video Surveillance Conduit per specs 0.00 0 0.00 Included in Basic Electrical 17-600 Security Allowance Conduit per specs 1 LS 0.00 0 0.00 Included in Basic Electrical 17-700 EMS 0 0.00 In HVAC 5/11/2018 4 Kaufman Lynn Construction,CGC 021732 Project Name CSI 1e DESCRIPTION QTY UT UT S Totals S/GSF I I Subcontractor/Comments HARD BUDGETS COSTS 11.718,594 179.37 11,718,594 DIRECT OWNER PURCHASE SAVINGS -1.25% (146,482) GENERAL CONDITIONS 14.00 MO 1,123,262.00 1,123,262 __ 17.19 BUILDING PERMIT 1.00 LS 0 0.00 SUB-TOTAL 12,695,374 194.32 GENERAL LIABILITY INSURANCE 1.25% 175,238 2.68 BUILDERS RISK INSURANCE 0.00% 0 0.00 By the City PAYMENT& PERFORMANCE BOND 1.05% 143,985 2.20 SUB-TOTAL 13,014,595.93 199.21 OVERHEAD 0 0.00 PROFIT 5.50% LS 698,246 10.69 ' SUB-TOTAL I 13,712,841 1 209.90 ESCALATION (HARD COST) 0 0.00 PRECONSTRUCTION SERVICES 47,000 _ 0.00 CONTINGENCY 100,000 1.53 SUB-TOTAL 0.00 GRAND TOTAL I $13,859,841 I 5/11/2018 5 Kaufman Lynn Construction.CGC 021732 Protect Name AIA Document A133TM - 2009 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price ADDITIONS AND DELETIONS: AGREEMENT made as of the day of in the year The author of this document has (In words, indicate day, month and year.) added information needed for its completion.The author may also have revised the text of the original BETWEEN the Owner: AIA standard form.An Additions and (Name, legal status and address) Deletions Report that notes added information as well as revisions to the CITY OF AVENTURA standard form text is available from 19200 WEST COUNTRY CLUB DRIVE the author and should be reviewed.A AVENTURA,FL 33180 vertical line in the left margin of this document indicates where the author and the Construction Manager: has added necessary information (Name, legal status and address) and where the author has added to or deleted from the original AIA text. KAUFMAN LYNN CONSTRUCTION,INC 3185 S. CONGRESS AVE This document has important legal DELRAY BEACH,FL 33445 consequences.Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Name and address or location) AIA Document A201 TM-2007, General Conditions of the Contract AVENTURA CHARTER HIGH SCHOOL for Construction, is adopted in this 3151 NE 213 STREET document by reference. Do not use AVENTURA,FLORIDA with other general conditions unless this document is modified. The Architect: (Name, legal status and address) PGAL ARCHITECTS 791 PARK OF COMMERCE BLVD, SUITE 400 BOCA RATON,FL 33487 The Owner's Designated Representative: (Name, address and other information) ERIC SOROKA CMCS CONSULTING SERVICES,LLC The Construction Manager's Designated Representative: (Name, address and other information) BEN BAFFER,KAUFMAN LYNN CONSTRUCTION,INC. 3185 S. CONGRESS AVE DELRAY BEACH,FL 33445 BBAFFERgKAUFMANLYNN.COM AIA Document All 33TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) The Architect's Designated Representative: (Name, address and other information) IAN NESTLER PGAL ARCHITECTS 791 PARK OF COMMERCE BLVD,SUITE 400 BOCA RATON,FL 33487 The Owner and Construction Manager agree as follows. AIA Document A733TM —2009(formerly A121 TM C!Vlc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 2 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 9 DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11 MISCELLANEOUS PROVISIONS 12 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT ARTICLE 1 GENERAL PROVISIONS §1.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract(General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement including Contractor's Clarifications and Qualifications, and Modifications issued after execution of this Agreement,all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral. If anything in the other Contract Documents,other than a Modification,is inconsistent with this Agreement,this Agreement shall govern. In case of any inconsistency,conflict or ambiguity among the Contract Documents,the documents shall govern in the following order: (a) Change Orders and written amendments to this Agreement; (b) Contractor's Clarifications and Qualifications; (c) this Agreement; (d) the drawings (large scale governing over small scale), specifications and addenda issued prior to the execution of this Agreement or signed by both Parties;(e)other documents listed in this Agreement.Among categories of documents having the same order of precedence,the term or provision that includes the latest date shall control.Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency. §1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests.The Owner agrees to furnish or approve,in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 3 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §1.3 General Conditions For the Preconstruction Phase,AIA Document A201Tm-2017, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement.For the Construction Phase,the general conditions of the contract shall be as set forth in A201-2017, which document is incorporated herein by reference. The term "Contractor"as used in A201-2017 shall mean the Construction Manager. §1.4 Liquidated Damages §1.4.1 Construction Manager acknowledges that if it fails to achieve Substantial Completion of the Work by the Date of Substantial Completion, as modified or extended pursuant to the Contract Documents. Owner will incur damages and the extent of such damages shall be incapable or very difficult of accurate measurement. Nonetheless, the parties acknowledge that as of the effective date of this Agreement,the amount of liquidated damages set forth in Section 1.4.3 represents a good faith estimate on the part of the parties as to the actual potential damages that would occur because of late completion. The amount of such liquidated damages does not include any penalty. §1.4.2 Prior to making Final Payment,Owner shall notify Construction Manager of the number of days,if any,by which Construction Manager has failed to achieve the Date of Substantial Completion,as adjusted,if at all,by Change Order. §1.4.3 Based upon the foregoing determination by Owner, Owner shall require that Construction Manager pay Owner(or have deducted from its payments)liquidated damages as follows for each calendar day that exceeds thirty (30)calendar days of delay after the Scheduled Date of Substantial Completion: $1000.00 per day,plus any monies paid by the City to the consultant for additional engineering and inspection services associated with such delay,after the Scheduled Date of Substantial Completion until the Work is Substantially Complete. In such event,liquidated damages will be assessed as incurred and reflected as deductions from amounts due under any applications for payment pending at the time that such liquidated damages are assessed. All liquidated damages that have not been deducted from payments prior to Final Payment in accordance with this Section 1.4.3 shall be deducted from Final Payment. Nothing in this Section 1.4.3 shall be deemed to preclude Construction Manager from contesting the assessment of liquidated damages as provided in this Agreement for claims and disputes. Liquidated Damages assessed against Construction Manager shall not exceed fifty percent(50%)of Contractor's total fee. §1.4.4 The Construction Manager shall not, on account of the liquidated damages set forth in this Section 1.4 directly or indirectly or wholly or in part increase (or permit any increase in)the Cost of the Work,the Guaranteed Maximum Price, or any fee or compensation it may be entitled to receive beyond what would have otherwise been charged in the absence of such a provision. It is the intention of the parties that the risk of liquidated damages will be borne solely by Construction Manager and that none of that risk will,in any way,be passed or charged back to Owner. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3.The Owner and Construction Manager may agree,in consultation with the Architect,for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. §2.1 Preconstruction Phase §2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule, and construction budget requirements,each in terms of the other. §2.1.2 Consultation The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures,progress,coordination,and scheduling of the Work.The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements,selection of materials,and building systems and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability;availability of materials and labor;time requirements for procurement,installation and construction;and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,and possible cost reductions. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 4 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified,the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services,the Architect's services,other Owner consultants' services,and the Owner's responsibilities and identify items that could affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction;and the occupancy requirements of the Owner. §2.1.4 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost information,constructability,provisions for temporary facilities and procurement and construction scheduling issues. §2.1.5 Preliminary Cost Estimates §2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval.If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. §2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development, and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner, Construction Manager,and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect's review and the Owner's approval.The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. §2.1.6 Subcontractors and Suppliers The Construction Manager shall develop bidders' interest in the Project. §2.1.7 The Construction Manager shall prepare,for the Architect's review and the Owner's acceptance,a procurement schedule for items that must be ordered well in advance of construction.The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price,the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price,the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. §2.1.8 Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager,however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. §2.1.9 Notices and Compliance with Laws The Construction Manager shall comply with applicable laws, statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authorities for inclusion in the Contract Documents. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 5 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §2.2 Guaranteed Maximum Price Proposal and Contract Time §2.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, including contingencies described in Section 5.5, and the Construction Manager's Fee. Assuming drawings,specifications,and other information is sufficiently available to provide a Guarantee Maximum Price for the Construction Phase by May 10,2018,a Guaranteed Maximum Price proposal for the Construction Phase shall be prepared and provided to Owner no later than May 15,2018. §2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect,the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope,systems,kinds and quality of materials,finishes or equipment,all of which,if required,shall be incorporated by Change Order. §2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis,which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price,including a statement of the estimated Cost of the Work organized by trade categories or systems,allowances,contingency,and the Construction Manager's Fee; .4 Fixed General Conditions Costs,not subject to audit,and a monthly general conditions costs payment schedule; .5 Fixed costs for insurance and bond as set forth in the Contract Documents,if required; .6 Estimated costs for Builder's Risk Insurance, if Construction Manager is required to secure such insurance; .7 Construction contingency; .8 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based;and .9 A date by which the Owner must accept the Guaranteed Maximum Price. §2.2.4 intentionally left blank. §2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal,its basis,or both. §2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal,the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement,a copy of which the Owner shall provide to the Architect.The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. §2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase,unless the Owner provides prior written authorization for such costs. §2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish those revised Drawings and Specifications to the Construction Manager as they are AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 6 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. §2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use, and similar taxes for the Work provided by the Construction Manager that are legally enacted,whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. §2.3 Construction Phase §2.3.1 General §2.3.1.1 For purposes of Section 8.1.2 of A201-2017,the date of commencement of the Work shall mean the date of commencement of the Construction Phase. §2.3.1.2 The Date of Commencement is the date that is seven(7)days following the later of(i)receipt of a Notice to Proceed from the Owner, (ii)receipt of all permits necessary to complete construction,(iii)evidence satisfactory to Construction Manager that Owner has the financial capability to pay for the construction of the Project, or (iv) evidence that Owner has secured Builder's Risk Insurance as required under the Contract Documents. The Date of Commencement must occur on or before the date set forth in the GMP Amendment. Otherwise, the Contract Sum shall be equitably adjusted by mutual agreement of the parties in an amount reasonably necessary to cover price increases and material escalation in labor,materials,or equipment or other increases directly arising out of the delayed Date of Commencement, including replacement of Subcontractors and actual General Conditions Costs not to exceed the daily amount set forth in Contractor's General Conditions Costs Breakdown. The Contractor shall be required to provide the Owner with reasonable back-up documentation(including,but not limited to,quotes from third parties providing labor,materials,or equipment on the Project)to substantiate any price increases and material escalation in labor,materials or equipment,General Conditions Costs,or any other increases directly arising out of the delayed Date of Commencement,including replacement of Subcontractors. In the event Owner requests and Construction Manager agrees to proceed with the Work before the Date of Commencement,in whole or in part,nothing herein shall waive the requirements before the Date of Commencement is required. Work performed prior to the requirements set forth above shall be subject to and initiated by Change Order only. Construction Change Directives or other instructions shall not be considered valid for any Work performed prior satisfying the requirements set forth to determine the Date of Commencement. §2.3.2 Administration §2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from which,the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect.The Owner shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted.The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. §2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder(1)is recommended to the Owner by the Construction Manager,(2)is qualified to perform that portion of the Work,and(3)has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted,then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. §2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement,and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost plus a fee basis,the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 7 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a"related party"according to Section 6.10,then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction,according to Section 6.10.2. §2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. §2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment,the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2017. §2.3.2.7 The Construction Manager shall record the progress of the Project.On a monthly basis,or otherwise as agreed to by the Owner,the Construction Manager shall submit written progress reports to the Owner and Architect,showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect,a daily log containing a record for each day of weather,portions of the Work in progress,number of workers on site,identification of equipment on site,problems that might affect progress of the work,accidents,injuries,and other information required by the Owner. §2.3.2.8 The Construction Manager shall develop a system of cost control for the Work,including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes.The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. §2.4 Professional Services Section 3.12.10 of A201-2017 shall apply to both the Preconstruction and Construction Phases. §2.5 Hazardous Materials Section 10.3 of A201-2017 shall apply to both the Preconstruction and Construction Phases. ARTICLE 3 OWNER'S RESPONSIBILITIES §3.1 Information and Services Required of the Owner §3.1.1 The Owner shall provide information with reasonable promptness,regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. §3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment,the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract.Thereafter,the Construction Manager may only request such evidence if(1) the Owner fails to make payments to the Construction Manager as the Contract Documents require,(2)a change in the Work materially changes the Contract Sum,or(3)the Construction Manager identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence,the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect. §3.1.3 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1.1, (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 Construction Manager and Architect.The Owner and the Architect,in consultation with the Construction Manager,shall thereafter agree to a corresponding change in the Project's scope and quality. §3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase,the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 8 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) Work with reasonable promptness after receiving the Construction Manager's written request for such information or services.The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. §3.1.4.1 The Owner shall furnish tests,inspections,and reports required by law and as otherwise agreed to by the parties,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. §3.1.4.2 The Owner shall furnish surveys describing physical characteristics,legal limitations,and utility locations for the site of the Project,and a 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. §3.1.4.3 The Owner,when such services are requested, 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. §3.1.4.4 During the Construction Phase,the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. §3.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2017,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. §3.2.1 Legal Requirements.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. §3.3 Architect The Owner shall retain an Architect to provide services, duties, and responsibilities as described in AIA Document B 133Tm-2014, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition.The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect,and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES §4.1 Compensation §4.1.1 For the Construction Manager's Preconstruction Phase services,the Owner shall compensate the Construction Manager as follows: Upon receipt of the deliverables and payment schedule set forth in Exhibit B, Construction Manager shall invoice Owner for services rendered as part of the Pre-Construction Phase (the "Pre-construction Services Fee"). Owner shall pay invoices for Pre-Construction Services within ten days of receipt. The Pre-construction Services Fee shall total FORTY-SEVEN THOUSAND DOLLARS ($47,000.00) which shall be included in the GMP. (Paragraphs deleted) §4.2 Payments §4.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 9 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §4.2.2 Payments of all undisputed amounts for Preconstruction Services Fees are due and payable with thirty(30)days of presentation of the Construction Manager's invoice. (Insert rate of monthly or annual interest agreed upon) 6%per annum ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES §5.1 For the Construction Manager's performance of the Work as described in Section 2.3,the Owner shall pay the Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager's Fee. §5.1.1 The Construction Manager's Fee: (State a lump sum,percentage of Cost of the Work or otherprovision for determining the Construction Manager's Fee.) In consideration for Construction Manager's performance of the Construction Services under the Agreement,Owner shall pay Construction Manager a lump sum fee, which includes Construction Manager's compensation for home office and Project site overhead and profit(the "Construction Manager's Fee").The lump sum amount shall be equal to SIX HUNDRED NINETY-EIGHT THOUSAND TWO HUNDRED FORTY-SIX AND 00/100 DOLLARS ($698,246.00). This amount shall not cover insurance,bond,or General Conditions costs which shall be set forth in GMP. §5.1.2 The method of adjustment of the Construction Manager's Fee for changes in the Work: § 5.1.2.1 The adjustment to the Guaranteed Maximum Price provided in a Change Order or Construction Change Directive involving a change in scope of Work(net of related scope of Work deductions reflected in the Change Order of Construction Change Directive)and/or an acceleration directed by Owner to make up delays not caused by Contactor, will include a markup equal to 10%of the net additive adjustment to the Cost of the Work in such Change Order or Construction Change Directive,which markup shall cover costs for(i)home office,site and Project overhead and profit and(ii) general conditions for processing the change in the Work(the "Additional Fee"). An additional markup of 1.25%for insurance plus demonstrable increased bonding costs,if any,in connection with such change in the Work shall also be added. The Additional Fee,if any,shall be determined,calculated and paid upon completion of that portion of Work to which it is attributable and Guaranteed Maximum Price increased by the amount thereof by Change Order and shall be calculated based upon the difference between the Guaranteed Maximum Price set forth Section 5.2.1 and the adjusted Guaranteed Maximum Price. To the extent any changes require an extension of the Contract Time,the Change Order shall also reflect such extended General Conditions Costs §5.1.3 Unit prices,if any: (Identify and state the unit price;state the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit($0.00) See GMP Amendment and exhibits (Table deleted (Paragraphs deleted) §5.2 Guaranteed Maximum Price §5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment,as it is amended from time to time.To the extent the Cost of the Work exceeds the Guaranteed Maximum Price,the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. (Insert specific provisions if the Construction Manager is to participate in any savings) If,at the time of Final Completion(as set forth the General Conditions)the actual Cost of the Work plus Construction Manager's Fee and the General Conditions Costs(the"Contract Sum")is less than the Guaranteed Maximum Price,as adjusted by Change Order(s) such remaining amount shall be deemed "Savings." The Savings shall be shared as AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 10 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) follows: Any savings above$50,000.00 shall be shared equally between Construction Manager and Owner.The first $50,000.00 in Savings shall inure to the benefit of Construction Manager §5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. §5.2.3 The Construction Manager shall be entitled to compensation for its general conditions costs of the Work(the "General Conditions Costs"). The Construction Manager shall allocate the General Conditions Costs in the Schedule of Values. The General Conditions Costs shall be subject to reduction in accordance with Section 5.2.3.2 and increase in accordance with Section 5.2.3.3. Subject to the terms of the Contract Documents, the Construction Manager's General Conditions Costs shall constitute the Construction Manager's sole compensation for all of the general conditions costs and overhead incurred by the Construction Manager in connection with the performance of the Work and shall include those items identified in Exhibit C. § 5.2.4 The items set forth in the General Conditions Costs Breakdown has been approved and calculations to determine such costs are not subject to further audit. §5.2.5 To the extent that the Construction Manager is entitled to an extension of the Contract Time in accordance with the Contract Documents,General Conditions Costs shall equitably adjusted to reflect such increase. §5.3 Changes in the Work §5.3.1 The Owner may,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201-2017, General Conditions of the Contract for Construction.The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. §5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201-2017,General Conditions of the Contract for Construction. §5.3.3 In calculating adjustments to subcontracts(except those awarded with the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201-2017 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2017 shall have the meanings assigned to them in AIA Document A201-2017 and shall not be modified by Sections 5.1 and 5.2,Sections 6.1 through 6.7,and Section 6.8 of this Agreement.Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. §5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of AIA Document A201-2017 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the tern"fee" shall mean the Construction Manager's Fee as defined in Section 5.1 of this Agreement. (Paragraph deleted) §5.4 Buyout Savings. Contractor may be able to generate buyout savings through the subcontractor buyout process (the "Buyout Savings"). Contractor and Owner hereby agree that no Buyout Savings shall be shared as savings until all Work is complete and the Project achieves Final Completion. Contractor shall provide monthly,or at the Owner's request,a sunimary of the Buyout Savings achieved to-date. Contractor shall have sole discretion of the use of Buyout Savings. §5.5 Contractor's Contingency. The "Contractor's Contingency"is an established sum included in the Guaranteed Maximum Price("GMP")for the purpose of defraying actual expenses that may arise due to unforeseen circumstances of the Project. Contractor may use Contractor's Contingency at its discretion. Any unused Contractor's Contingency shall be added to Savings. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 11 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE §6.1 Costs to Be Reimbursed §6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work, including insurance premiums and insurance deductibles. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner.The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. §6.1.2 Where any cost is subject to the Owner's prior approval,the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. §6.2 Labor Costs §6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops. §6.2.2 Stated or set Labor Rates of the Construction Manager's supervisory and administrative personnel when stationed at the site or principal offices. (If it is intended that the wages or salaries of certain personnel stationed at the Construction Manager's principal or other offices shall be included in the Cost of the Work, ident fy in Section 11.S, the personnel to be included, whether for all or only part of their time, and the rates at which their time will be charged to the Work.) §6.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories,workshops or on the road,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work. §6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments, and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions,provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3. §6.2.5 Bonuses,profit sharing,incentive compensation,and any other discretionary payments paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor,with the Owner's prior approval. §6.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. §6.4 Costs of Materials and Equipment Incorporated in the Completed Construction §6.4.1 Costs,including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. §6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage.Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option, shall be sold by the Construction Manager.Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. §6.5 Costs of Other Materials and Equipment,Temporary Facilities and Related Items §6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities,machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials,supplies,temporary facilities,machinery,equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Construction Manager shall mean fair market value. §6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation,installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager-owned item may not AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 12 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) exceed the purchase price of any comparable item.Rates of Construction Manager-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. §6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. §6.5.4 Costs of document reproductions,facsimile transmissions and long-distance telephone calls,postage and parcel delivery charges,telephone service at the site and reasonable petty cash expenses of the site office. §6.5.5 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. §6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,subject to the Owner's prior approval. §6.6 Miscellaneous Costs §6.6.1 Premiums and deductibles for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract.Self-insurance for either full or partial amounts of the coverages required by the Contract Documents,with the Owner's prior approval. The cost for insurance shall be calculated at a rate of 1.25%of estimated Cost of the Work,Management Fee,and Fixed General Conditions Costs. §6.6.2 Sales,use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. §6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. §6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2017 or by other provisions of the Contract Documents,and which do not fall within the scope of Section 6.7.3. §6.6.5 Royalties and license fees paid for the use of a particular design,process or product required by the Contract Documents;the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's consent.However,such costs of legal defenses,judgments and settlements shall not be included in the calculation of the Construction Manager's Fee or subject to the Guaranteed Maximum Price.If such royalties,fees,and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2017 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. §6.6.6 Costs for electronic equipment and software,directly related to the Work with the Owner's prior approval. §6.6.7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. §6.6.8 Subject to the Owner's prior approval, expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work. (Paragraph deleted) §6.7 Other Costs and Emergencies §6.7.1 Other costs incurred in the performance of the Work if,and to the extent,approved in advance in writing by the Owner. §6.7.2 Costs incurred in taking action to prevent threatened damage,injury or loss in case of an emergency affecting the safety of persons and property,as provided in Section 10.4 of AIA Document A201-2017. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 13 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors or suppliers,provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance,sureties,Subcontractors,suppliers,or others. §6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work,notwithstanding any provision of AIA Document A201-2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs,unless such costs are excluded by the provisions of Section 6.8. §6.8 Costs Not To Be Reimbursed §6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 6.2,or as may be provided in Article 11; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses,except as may be expressly included in Sections 6.1 to 6.7; .4 The Construction Manager's capital expenses,including interest on the Construction Manager's capital employed for the Work; .5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager,Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded;and .8 Costs for services incurred during the Preconstruction Phase. §6.9 Discounts,Rebates and Refunds §6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if(1) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Construction Manager with which to make payments;otherwise,cash discounts shall accrue to the Construction Manager.Trade discounts,rebates,refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. §6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. §6.10 Related Party Transactions §6.10.1 For purposes of Section 6.10,the term"related party"shall mean a parent,subsidiary,affiliate or other entity having common ownership or management with the Construction Manager;any entity in which any stockholder in,or management employee of,the Construction Manager owns any interest in excess of ten percent in the aggregate;or any person or entity which has the right to control the business or affairs of the Construction Manager. The term "related party"includes any member of the immediate family of any person identified above. §6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction,then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3.If the Owner fails to authorize the transaction,the Construction Manager shall procure the Work, equipment,goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1,2.3.2.2 and 2.3.2.3. §6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 14 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Construction Manager's records and accounts, including complete documentation supporting accounting entries,books,correspondence,instructions,drawings,receipts,subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES §7.1 Progress Payments §7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. §7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: §7.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month,the Owner shall make payment of the certified amount to the Construction Manager not later than the 25th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than thirty (30)days after the Architect receives the Application for Payment. (Federal,state or local laws may require payment within a certain period of time.) §7.1.4 Before each payment is made but not necessarily at the time the Application for Payment is submitted, the Construction Manager shall provide reasonable documentation required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager,less that portion of those payments attributable to the Construction Manager's Fee. §7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work,except that the Construction Manager's Fee and fixed General Conditions Costs shall be shown as a single separate item.The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require.This schedule,unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. §7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of(1) the percentage of that portion of the Work which has actually been completed,or(2)the percentage obtained by dividing (a)the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by(b)the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. §7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Cost of the Work within the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Cost of the Work within the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values less retainage of ten percent (10%). Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2017; AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 15 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) .2 Add that portion of the Cost of the Work within the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work; .3 Add the Construction Manager's Fee, less retainage of ten percent ( 10 %). The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Add that portion of Contractor's General Conditions Costs. The first application for payment which shall also add a mobilization expense of $50,000.00 and full payment for insurance and bond (if applicable); .5 Subtract retainage of ten percent(10%)from that portion of the Work that the Construction Manager self-performs; .6 Subtract the aggregate of previous payments made by the Owner; .7 Subtract the shortfall,if any,indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation;and .8 Subtract amounts,if any,for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2017. .9 Notwithstanding anything to the contrary,retainage shall not be held on General Conditions Costs, materials,equipment,and Insurance,and Bond. §7.1.8 The Owner and Construction Manager shall agree upon(1) a mutually acceptable procedure for review and approval of payments to Subcontractors and(2)the percentage of retainage held on Subcontracts,and the Construction Manager shall execute subcontracts in accordance with those agreements. §7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §7.1.10 In taking action on the Construction Manager's Applications for Payment,the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections;or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract.Such examinations, audits and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. §7.1.10.1 The progress payment amount determined in accordance with Section 7.1.7 shall be further modified under the following circumstances: .1 Add,upon Substantial Completion of the Work,a sum sufficient to increase the total payments to the full amount of the Contract Sum;and .2 Subtract 150%of the value of incomplete items on the applicable schedule of values as identified by the Owner Representative("Punch List Items"). § 7.1.11 Notwithstanding anything to the contrary contained in this Section 7.1, the Owner shall be entitled to withhold as retainage ten percent(10%)of all Cost of the Work items(excluding General Conditions Costs,insurance and bonds (if applicable), included in each Application for Payment. The Owner shall decrease the retainage percentage to five percent(5%)on payments for Work after the project is 50% complete provided that the Work is proceeding on schedule,the Owner has no Claims against the Contractor, and the Owner's lender approves of such reduction in writing. If the Owner decides to exercise the option to decrease a retainage percentage for a Subcontractor or discontinue holding further retainage,the Contractor shall first provide to the Owner all applicable lien waivers as set forth above, together with evidence showing the payment of all amounts owed to such Subcontractor.Provided the Work has progressed to the satisfaction of the Owner, and if allowed by the lender,the Owner shall have the option, but not the obligation, to release all or a portion of retention for an individual Subcontractor. The option to release retainage for a specified Subcontractor shall present when that specified AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 16 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) Subcontractor is one hundred percent(100%)complete with their specified scope of work and shall be conditioned upon the Contractor providing the Owner with a fully executed Subcontractor's Waiver and Release Upon Final Payment.Any reduction in retainage,however, shall not be a waiver of(i)any of the Owner's rights to retainage in connection with other payments to the Construction Manager or(ii) any other right or remedy that the Owner has under the Contract Documents,at law or in equity. §7.2 Final Payment §7.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when 1 the Construction Manager has fully performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2017, and to satisfy other requirements,if any,which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment;and .3 a final Certificate for Payment has been issued by the Architect. The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment. §7.2.2 The Owner's auditors will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager.Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met,the Architect will,within seven days after receipt of the written report of the Owner's auditors, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2017. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2017.The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. §7.2.3 If the Owner's auditors report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager,the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. §7.2.4 If,subsequent to final payment and at the Owner's request,the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work,the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1,the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project,the Construction Manager shall purchase and maintain insurance,and the Construction Manager shall provide bonds as set forth in Article 11 of AIA Document A201-2017. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 ofAlA Document A201 2017.) Type of Insurance or Bond Limit of Liability or Bond Amount($0.00) Workers' Compensation $1,000,000 each accident $1,000,000 each employee; $1,000,000 for disease. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 17 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) Commercial Liability $5,000,000 each occurrence for bodily injury and property damage; $5,000,000 general aggregate; $5,000,000 products completed operations aggregate; $5,000,000 personal and advertising injury. Commercial Automobile Liability $5,000,000 each occurrence for bodily injury and property damage. Professional Liability/Errors and $5,000,000 per occurrence Omissions Builder's Risk To cover subject property under construction for special perils (all risks or equivalent) of loss (including wind, theft, and sinkhole), subject to a waiver of coinsurance, and covering on-site and off-site storage, transit and installation risks, if such coverages are not separately provided. a.Flood:If property being constructed is located in a Special Flood Hazard Area (SFHA) or flood risk exists, flood insurance must be provided to be provided. b. Deductible: the contractor is responsible for any applicable deductibles up to the first ten thousand dollars ($10,000.00) per incident. The Owner shall be responsible for any expenses arising out of the deductible after the first ten thousand dollars ($10,000.00) is paid by Construction Manager. c.Replacement Cost coverage d. Insured Parties: The Builder's Risk insurance is to be endorsed to cover the interest of all parties, including the City and all contractors and subcontractors. e.In addition,provide the following coverages: i.Waiver of Occupancy Endorsement—coverage should be continued if the City to occupies the facility under construction during such activity. ii. Machinery / Equipment Endorsement — when the Contract calls for the installation of machinery or equipment, coverage must be provided during transit, installation,and testing. iii. Any tools, equipment, installation materials, etc., owned by Contractor are the contractor's responsibility. Umbrella or Excess Liability Can be utilized to provide the required limits. Coverage shall not be more restrictive than the underlying insurance policy coverages, including all special endorsements and City as additional insured status. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 18 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) ARTICLE 9 DISPUTE RESOLUTION §9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2017.However,for Claims arising from or relating to the Construction Manager's Preconstruction Phase services,no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution,and Section 9.3 of this Agreement shall not apply. §9.2 For any Claim subject to,but not resolved by mediation pursuant to Section 15.3 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager 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, Claims will be resolved by litigation in a court of competent jurisdiction) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2017 [X] Litigation in a court of competent jurisdiction [ ] Other: (Spec) §9.3 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2017 for Claims arising from or relating to the Construction Manager's Construction Phase services,unless the parties appoint below another individual,not a party to the Agreement,to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) §9.4 WAIVER OF TRIAL BY JURY. THE OWNER AND CONSTRUCTION MANAGER HEREBY KNOWINGLY, IRREVOCABLY,VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,PROCEEDING OR COUNTERCLAIM BASED UPON THE CONTRACT DOCUMENTS, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE CONSTRUCTION OF THE WORK OR ANY COURSE OF CONDUCT,COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR WRITTEN)OR ACTIONS OF ANY PARTY. ARTICLE 10 TERMINATION OR SUSPENSION §10.1 Termination Prior to Establishment of the Guaranteed Maximum Price §10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner,for the reasons set forth in Section 14.1.1 of A201-2017. §10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1,the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. Notwithstanding the foregoing, in the event of a termination pursuant to Section 10.1.1, Owner shall pay the Construction Manager all compensation for Pre-Construction Services performed before such termination, within thirty (30)days following termination. §10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase or Site but prior to the execution of the Guaranteed Maximum Price Amendment for the Construction Phase,the Owner shall pay to the Construction Manager an amount calculated as follows,which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 19 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Add the cost of demobilization;and .4 Do not subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation,either by purchase or rental at the election of the Owner,for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements),the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders.All Subcontracts,purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of subcontracts,purchase orders or rental agreements as described above,the Owner will reimburse the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement,if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated.If the Owner chooses not to accept assignment of any subcontract,purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated,the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. In the event of a termination pursuant to this Section 10.1.3,Owner shall pay all Pre-Construction Services performed before such termination,within thirty(30)days of termination. §10.2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below,the Contract may be terminated as provided in Article 14 of AIA Document A201-2017. §10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2017 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. §10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment,the amount payable to the Construction Manager under Section 14.1.3 of A201-2017 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above,except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager,utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. §10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017.In such case,the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2017,except that the term"profit"shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS §11.1 Terms in this Agreement shall have the same meaning as those in A201-2017. §11.2 Ownership and Use of Documents Section 1.5 of A201-2017 shall apply to both the Preconstruction and Construction Phases. AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 20 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 AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) §11.3 Governing Law Section 13.1 of A201-2017 shall apply to both the Preconstruction and Construction Phases. §11.4 Assignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager 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. Except as provided in Section 13.2.2 of A201-2017,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §11.5 Other provisions: ARTICLE 12 SCOPE OF THE AGREEMENT §12.1 This Agreement represents the entire and'integrated agreement between the Owner and the Construction Manager 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 Construction Manager. §12.2 The following documents comprise the Agreement: .1 AIA Document Al 33-2009,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A201-2017,General Conditions of the Contract for Construction .3 The GMP Amendment when executed between the Parties (Paragraphs deleted) .4 The exhibits attached to the GMP amendment upon the amendment's execution. This Agreement is entered into as of the day and year first written above. OWNER(Signature) CONSTRUCTION MANAGER(Signature) (Printed name and title) (Printed name and title) AIA Document A733TM —2009(formerly A727 TM CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 21 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. t This document was produced by AIA software at 17:05:57 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (1732333924) AIA Document A201TM - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) 15 CLAIMS AND AVENTURA CHARTER HIGH SCHOOL DISPUTES 3151 NE 213 STREET ADDITIONS AND DELETIONS: AVENTURA,FLORIDA The author of this document has added information needed for its THE OWNER: completion.The author may also (Name, legal status and address) have revised the text of the original AIA standard form.An Additions and CITY OF AVENTURA Deletions Report that notes added information as well as revisions to 19200 WEST COUNTRY CLUB DRIVE the standard form text is available AVENTURA,FL 33180 from the author and should be THE ARCHITECT: reviewed.A vertical line in the left (Name, legal status and address) margin of this document indicates where the author has added PGAL ARCHITECTS necessary information and where 791 PARK OF COMMERCE BLVD,SUITE 400 the author has added to or deleted BOCA RATON,FL 33487 from the original AIA text. TABLE OF ARTICLES This document has important legal 1 GENERAL PROVISIONS consequences.Consultation with an attorney is encouraged with respect 2 OWNER to its completion or modification. For guidance in modifying this 3 CONTRACTOR document to include supplementary conditions,see AIA Document 4 ARCHITECT A503TM, Guide for Supplementary Conditions. 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. 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 of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) 2.5,3.1.3,3.5,3.10.2,4.2.7 INDEX Architect's Authority to Reject Work (Topics and numbers in bold are Section headings.) 3.5,4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Acceptance of Nonconforming Work Architect's Decisions 9.6.6,9.9.3, 12.3 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Acceptance of Work 7.3.4,7.3.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 13.4.2, 15.2 Access to Work Architect's Inspections 3.16,6.2.1, 12.1 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.4 Accident Prevention Architect's Instructions 10 3.2.4,3.3.1,4.2.6,4.2.7, 13.4.2 Acts and Omissions Architect's Interpretations 3.2,3.3.2,3.12.8,3.18,4.2.3,8.3.1,9.5.1, 10.2.5, 4.2.11,4.2.12 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Architect's Project Representative Addenda 4.2.10 1.1.1 Architect's Relationship with Contractor Additional Costs,Claims for 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, 3.7.4,3.7.5, 10.3.2, 15.1.5 3.5,3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16, Additional Inspections and Testing 3.18,4.1.2,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 9.4.2,9.8.3, 12.2.1, 13.4 9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Additional Time,Claims for Architect's Relationship with Subcontractors 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2, 15.1.6 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3 Administration of the Contract Architect's Representations 3.1.3,4.2,9.4,9.5 9.4.2,9.5.1,9.10.1 Advertisement or Invitation to Bid Architect's Site Visits 1.1.1 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Aesthetic Effect Asbestos 4.2.13 10.3.1 Allowances Attorneys'Fees 3.8 3.18.1,9.6.8,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.5.4,9.6.3,9.7,9.10 6.1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.3.1,2.5,3.1.3,3.10.2,3.12.8,3.12.9, Portions of the Work 3.12.10.1,4.2.7,9.3.2, 13.4.1 5.2 Arbitration Basic Definitions 8.3.1, 15.3.2, 15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1 Architect,Definition of Binding Dispute Resolution 4.1.1 8.3.1,9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, Architect,Extent of Authority 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 2.5,3.12.7,4.1.2,4.2,5.2,6.3,7.1.2,7.3.4,7.4,9.2, Bonds,Lien 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 7.3.4.4,9.6.8,9.10.2,9.10.3 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Bonds,Performance,and Payment Architect,Limitations of Authority and 7.3.4.4,9.6.7,9.10.3, 11.1.2, 11.1.3, 11.5 Responsibility Building Information Models Use and Reliance 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2, 1.8 4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4, Building Permit 9.4.2,9.5.4,9.6.4, 15.1.4, 15.2 3.7.1 Architect's Additional Services and Expenses Capitalization 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 1.3 Architect's Administration of the Contract Certificate of Substantial Completion 3.1.3,3.7.4, 15.2,9.4.1,9.5 9.8.3,9.8.4,9.8.5 Architect's Approvals Certificates for Payment AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, Conditions of the Contract 9.10.1,9.10.3, 14.1.1.3, 14.2.4, 15.1.4 1.1.1,6.1.1,6.1.4 Certificates of Inspection,Testing or Approval Consent,Written 13.4.4 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.2,9.10.3, 13.2, Certificates of Insurance 15.4.4.2 9.10.2 Consolidation or Joinder Change Orders 15.4.4 1.1.1,3.4.2,3.7.4,3.8.2.3,3.11,3.12.8,4.2.8,5.2.3, CONSTRUCTION BY OWNER OR BY 7.1.2,7.1.3,7.2,7.3.2,7.3.7,7.3.9,7.3.10,8.3.1, SEPARATE CONTRACTORS 9.3.1.1,9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 1.1.4,6 Change Orders,Definition of Construction Change Directive,Definition of 7.2.1 7.3.1 CHANGES IN THE WORK Construction Change Directives 2.2.2,3.11,4.2.8,7,7.2.1,7.3.1,7.4, 8.3.1,9.3.1.1, 1.1.1,3.4.2,3.11,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3, 11.5 7.3,9.3.1.1 Claims,Definition of Construction Schedules,Contractor's 15.1.1 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.1.6.2 Claims,Notice of Contingent Assignment of Subcontracts 1.6.2, 15.1.3 5.4, 14.2.2.2 CLAIMS AND DISPUTES Continuing Contract Performance 3.2.4,6.1.1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3, 15, 15.4 15.1.4 Claims and Timely Assertion of Claims Contract,Definition of 15.4.1 1.1.2 Claims for Additional Cost CONTRACT,TERMINATION OR SUSPENSION 3.2.4,3.3.1,3.7.4,7.3.9,9.5.2, 10.2.5, 10.3.2, 15.1.5 OF THE Claims for Additional Time 5.4.1.1,5.4.2, 11.5, 14 3.2.4,3.3.1,3.7.4,6.1.1,8.3.2,9.5.2, 10.3.2, 15.1.6 Contract Administration Concealed or Unknown Conditions,Claims for 3.1.3,4,9.4,9.5 3.7.4 Contract Award and Execution,Conditions Relating Claims for Damages to 3.2.4,3.18,8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.3, 3.7.1,3.10,5.2,6.1 11.3.2, 14.2.4, 15.1.7 Contract Documents,Copies Furnished and Use of Claims Subject to Arbitration 1.5.2,2.3.6,5.3 15.4.1 Contract Documents,Definition of Cleaning Up 1.1.1 3.15,6.3 Contract Sum Commencement of the Work,Conditions Relating to 2.2.2,2.2.4,3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.3,7.4, 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6,5.2.1,5.2.3, 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9.7, 10.3.2, 11.5, 12.1.2, 6.2.2,8.1.2,8.2.2,8.3.1, 11.1, 11.2, 15.1.5 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Commencement of the Work,Definition of Contract Sum,Definition of 8.1.2 9.1 Communications Contract Time 3.9.1,4.2.4 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.10.2,5.2.3,6.1.5, Completion,Conditions Relating to 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.10,7.4,8.1.1, 3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 12.1.2, 9.10, 12.2, 14.1.2, 15.1.2 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 COMPLETION,PAYMENTS AND Contract Time,Definition of 9 8.1.1 Completion,Substantial CONTRACTOR 3.10.1,4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1, 3 9.10.3, 12.2, 15.1.2 Contractor,Definition of Compliance with Laws 3.1,6.1.2 2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4, 10.2.2, Contractor's Construction and Submittal Schedules 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15.1.6.2 15.2.8, 15.4.2, 15.4.3 Contractor's Employees Concealed or Unknown Conditions 2.2.4,3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 3.7.4,4.2.8,8.3.1, 10.3 10.2, 10.3, 11.3, 14.1, 14.2.1.1 AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) Contractor's Liability Insurance Damages,Claims for 11.1 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.3.2, Contractor's Relationship with Separate Contractors 11.3, 14.2.4, 15.1.7 and Owner's Forces Damages for Delay 3.12.5,3.14.2,4.2.4,6, 11.3, 12.2.4 6.2.3,8.3.3,9.5.1.6,9.7, 10.3.2, 14.3.2 Contractor's Relationship with Subcontractors Date of Commencement of the Work,Definition of 1.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2, 8.1.2 9.6.7,9.10.2, 11.2, 11.3, 11.4 Date of Substantial Completion,Definition of Contractor's Relationship with the Architect 8.1.3 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, Day,Definition of 3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.2,5.2, 8.1.4 6.2.2,7,8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, Decisions of the Architect 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.4, Contractor's Representations 7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 13.4.2, 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 14.2.2, 14.2.4, 15.1, 15.2 Contractor's Responsibility for Those Performing the Decisions to Withhold Certification Work 9.4.1,9.5,9.7, 14.1.1.3 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1, 10.2.8 Defective or Nonconforming Work,Acceptance, Contractor's Review of Contract Documents Rejection and Correction of 3.2 2.5,3.5,4.2.6,6.2.3,9.5.1,9.5.3,9.6.6,9.8.2,9.9.3, Contractor's Right to Stop the Work 9.10.4, 12.2.1 2.2.2,9.7 Definitions Contractor's Right to Terminate the Contract 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 14.1 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1, 15.1.1 Contractor's Submittals Delays and Extensions of Time 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 9.8.3,9.9.1,9.10.2,9.10.3 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Contractor's Superintendent Digital Data Use and Transmission 3.9, 10.2.6 1.7 Contractor's Supervision and Construction Disputes Procedures 6.3,7.3.9, 15.1, 15.2 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4, Documents and Samples at the Site 7.1.3,7.3.4,7.3.6,8.2, 10, 12, 14, 15.1.4 3.11 Coordination and Correlation Drawings,Definition of 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 1.1.5 Copies Furnished of Drawings and Specifications Drawings and Specifications,Use and Ownership of 1.5,2.3.6,3.11 3.11 Copyrights Effective Date of Insurance 1.5,3.17 8.2.2 Correction of Work Emergencies 2.5,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2, 12.3, 10.4, 14.1.1.2, 15.1.5 15.1.3.1, 15.1.3.2, 15.2.1 Employees,Contractor's Correlation and Intent of the Contract Documents 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 1.2 10.3.3, 11.3, 14.1, 14.2.1.1 Cost,Definition of Equipment,Labor,or Materials 7.3.4 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Costs 4.2.6,4.2.7,5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3, 2.5,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 7.3.3.3,7.3.4,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, Execution and Progress of the Work 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 1.1.3, 1.2.1, 1.2.2,2.3.4,2.3.6,3.1,3.3.1,3.4.1,3.7.1, Cutting and Patching 3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.6,8.2,9.5.1, 3.14,6.2.5 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Damage to Construction of Owner or Separate Extensions of Time Contractors 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 10.4, 14.3, 15.1.6, 15.2.5 Damage to the Work Failure of Payment 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) Faulty Work Insurance Companies,Consent to Partial Occupancy (See Defective or Nonconforming Work) 9.9.1 Final Completion and Final Payment Insured loss,Adjustment and Settlement of 4.2.1,4.2.9,9.8.2,9.10, 12.3, 14.2.4, 14.4.3 11.5 Financial Arrangements,Owner's Intent of the Contract Documents 2.2.1, 13.2.2, 14.1.1.4 1.2.1,4.2.7,4.2.12,4.2.13 GENERAL PROVISIONS Interest 1 13.5 Governing Law Interpretation 13.1 1.1.8, 1.2.3, 1.4,4.1.1,5.1,6.1.2, 15.1.1 Guarantees(See Warranty) Interpretations,Written Hazardous Materials and Substances 4.2.11,4.2.12 10.2.4, 10.3 Judgment on Final Award Identification of Subcontractors and Suppliers 15.4.2 5.2.1 Labor and Materials,Equipment Indemnification 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 3.17,3.18,9.6.8,9.10.2, 10.3.3, 11.3 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 10.2.1, Information and Services Required of the Owner 10.2.4, 14.2.1.1, 14.2.1.2 2.1.2,2.2,2.3,3.2.2,3.12.10.1,6.1.3,6.1.4,6.2.5, Labor Disputes 9.6.1,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 8.3.1 14.1.1.4, 14.1.4, 15.1.4 Laws and Regulations Initial Decision 1.5,2.3.2,3.2.3,3.2.4,3.6,3.7,3.12.10,3.13,9.6.4, 15.2 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, Initial Decision Maker,Definition of 15.4 1.1.8 Liens Initial Decision Maker,Decisions 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Limitations,Statutes of Initial Decision Maker,Extent of Authority 12.2.5, 15.1.2, 15.4.1.1 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Limitations of Liability Injury or Damage to Person or Property 3.2.2,3.5,3.12.10,3.12.10.1,3.17,3.18.1,4.2.6, 10.2.8, 10.4 4.2.7,6.2.2,9.4.2,9.6.4,9.6.7,9.6.8, 10.2.5, 10.3.3, Inspections 11.3, 12.2.5, 13.3.1 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Limitations of Time 9.9.2,9.10.1, 12.2.1, 13.4 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, Instructions to Bidders 5.2,5.3,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 1.1.1 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15, Instructions to the Contractor 15.1.2, 15.1.3, 15.1.5 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 Materials,Hazardous Instruments of Service,Definition of 10.2.4, 10.3 1.1.7 Materials,Labor,Equipment and Insurance 1.1.3, 1.1.6,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 6.1.1,7.3.4,8.2.2,9.3.2,9.8.4,9.9.1,9.10.2, 10.2.5, 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 11 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Insurance,Notice of Cancellation or Expiration Means,Methods,Techniques,Sequences and 11.1.4, 11.2.3 Procedures of Construction Insurance,Contractor's Liability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 11.1 Mechanic's Lien Insurance,Effective Date of 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 8.2.2, 14.4.2 Mediation Insurance,Owner's Liability 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 11.2 15.4.1.1 Insurance,Property Minor Changes in the Work 10.2.5, 11.2, 11.4, 11.5 1.1.1,3.4.2,3.12.8,4.2.8,7.1,7.4 Insurance,Stored Materials MISCELLANEOUS PROVISIONS 9.3.2 13 INSURANCE AND BONDS Modifications,Definition of 11 1.1.1 AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) Modifications to the Contract Owner's Right to Stop the Work 1.1.1, 1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, 2.4 10.3.2 Owner's Right to Suspend the Work Mutual Responsibility 14.3 6.2 Owner's Right to Terminate the Contract Nonconforming Work,Acceptance of 14.2, 14.4 9.6.6,9.9.3, 12.3 Ownership and Use of Drawings,Specifications and Nonconforming Work,Rejection and Correction of Other Instruments of Service 2.4,2.5,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, 1.1.1, 1.1.6, 1.1.7, 1.5,2.3.6,3.2.2,3.11,3.17,4.2.12, 12.2 5.3 Notice Partial Occupancy or Use 1.6, 1.6.1, 1.6.2,2.1.2,2.2.2.,2.2.3,2.2.4,2.5,3.2.4, 9.6.6,9.9 3.3.1,3.7.4,3.7.5,3.9.2,3.12.9,3.12.10,5.2.1,7.4, Patching,Cutting and 8.2.2 9.6.8,9.7,9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 3.14,6.2.5 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, Patents 15.1.6, 15.4.1 3.17 Notice of Cancellation or Expiration of Insurance Payment,Applications for 11.1.4, 11.2.3 4.2.5,7.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, Notice of Claims 14.2.3, 14.2.4, 14.4.3 1.6.2,2.1.2,3.7.4,9.6.8, 10.2.8, 15.1.3, 15.1.5, Payment,Certificates for 15.1.6, 15.2.8, 15.3.2, 15.4.1 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, Notice of Testing and Inspections 9.10.3, 14.1.1.3, 14.2.4 13.4.1, 13.4.2 Payment,Failure of Observations,Contractor's 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 3.2,3.7.4 Payment,Final Occupancy 4.2.1,4.2.9,9.10, 12.3, 14.2.4, 14.4.3 2.3.1,9.6.6,9.8 Payment Bond,Performance Bond and Orders,Written 7.3.4.4,9.6.7,9.10.3, 11.1.2 1.1.1,2.4,3.9.2,7,8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, Payments,Progress 14.3.1 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 OWNER PAYMENTS AND COMPLETION 2 9 Owner,Definition of Payments to Subcontractors 2.1.1 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 14.2.1.2 Owner,Evidence of Financial Arrangements PCB 2.2, 13.2.2, 14.1.1.4 10.3.1 Owner,Information and Services Required of the Performance Bond and Payment Bond 2.1.2,2.2,2.3,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5, 7.3.4.4,9.6.7,9.10.3, 11.1.2 9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, Permits,Fees,Notices and Compliance with Laws 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 Owner's Authority PERSONS AND PROPERTY,PROTECTION OF 1.5,2.1.1,2.3.32.4,2.5,3.4.2,3.8.1,3.12.10,3.14.2, 10 4.1.2,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6.3,7.2.1, Polychlorinated Biphenyl 7.3.1,8.2.2,8.3.1,9.3.2,9.5.1,9.6.4,9.9.1,9.10.2, 10.3.1 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, Product Data,Definition of 15.2.7 3.12.2 Owner's Insurance Product Data and Samples,Shop Drawings 11.2 3.11,3.12,4.2.7 Owner's Relationship with Subcontractors Progress and Completion 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.4 Owner's Right to Carry Out the Work Progress Payments 2.5, 14.2.2 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 Owner's Right to Clean Up Project,Definition of 6.3 1.1.4 Owner's Right to Perform Construction and to Award Project Representatives Separate Contracts 4.2.10 6.1 Property Insurance AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) 10.2.5, 11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4,9.9.1, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.9.2,9.4.2,9.10.1, 13.4 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, Site Visits,Architect's 15.4 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Rejection of Work Special Inspections and Testing 4.2.6, 12.2.1 4.2.6, 12.2.1, 13.4 Releases and Waivers of Liens Specifications,Definition of 9.3.1,9.10.2 1.1.6 Representations Specifications 3.2.1,3.5,3.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 1.1.1, 1.1.6, 1.2.2, 1.5,3.12.10,3.17,4.2.14 Representatives Statute of Limitations 2.1.1,3.1.1,3.9,4.1.1,4.2.10, 13.2.1 15.1.2, 15.4.1.1 Responsibility for Those Performing the Work Stopping the Work 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 2.2.2,2.4,9.7, 10.3, 14.1 Retainage Stored Materials 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Review of Contract Documents and Field Conditions Subcontractor,Definition of by Contractor 5.1.1 3.2,3.12.7,6.1.3 SUBCONTRACTORS Review of Contractor's Submittals by Owner and 5 Architect Subcontractors,Work by 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 1.2.2,3.3.2,3.12.1,3.18,4.2.3,5.2.3,5.3,5.4, Review of Shop Drawings,Product Data and 9.3.1.2,9.6.7 Samples by Contractor Subcontractual Relations 3.12 5.3,5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 Rights and Remedies Submittals 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.4,9.2,9.3, 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 9.8,9.9.1,9.10.2,9.10.3 12.2.4, 13.3, 14, 15.4 Submittal Schedule Royalties,Patents and Copyrights 3.10.2,3.12.5,4.2.7 3.17 Subrogation,Waivers of Rules and Notices for Arbitration 6.1.1, 11.3 15.4.1 Substances,Hazardous Safety of Persons and Property 10.3 10.2, 10.4 Substantial Completion Safety Precautions and Programs 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 3.3.1,4.2.2,4.2.7,5.3, 10.1, 10.2, 10.4 12.2, 15.1.2 Samples,Definition of Substantial Completion,Definition of 3.12.3 9.8.1 Samples,Shop Drawings,Product Data and Substitution of Subcontractors 3.11,3.12,4.2.7 5.2.3,5.2.4 Samples at the Site,Documents and Substitution of Architect 3.11 2.3.3 Schedule of Values Substitutions of Materials 9.2,9.3.1 3.4.2,3.5,7.3.8 Schedules,Construction Sub-subcontractor,Definition of 3.10,3.12.1,3.12.2,6.1.3, 15.1.6.2 5.1.2 Separate Contracts and Contractors Subsurface Conditions 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12.1.2 3.7.4 Separate Contractors,Definition of Successors and Assigns 6.1.1 13.2 Shop Drawings,Definition of Superintendent AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) 3.9, 10.2.6 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, Supervision and Construction Procedures 15.1.2, 15.1.3, 15.4 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4, Time Limits on Claims 7.1.3,7.3.4,8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.4 3.7.4, 10.2.8, 15.1.2, 15.1.3 Suppliers Title to Work 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.5.4,9.6, 9.3.2,9.3.3 9.10.5, 14.2.1 UNCOVERING AND CORRECTION OF WORK Surety 12 5.4.1.2,9.6.8,9.8.5,9.10.2,9.10.3, 11.1.2, 14.2.2, Uncovering of Work 15.2.7 12.1 Surety,Consent of Unforeseen Conditions,Concealed or Unknown 9.8.5,9.10.2,9.10.3 3.7.4,8.3.1, 10.3 Surveys Unit Prices 1.1.7,2.3.4 7.3.3.2,9.1.2 Suspension by the Owner for Convenience Use of Documents 14.3 1.1.1, 1.5,2.3.6,3.12.6,5.3 Suspension of the Work Use of Site 3.7.5,5.4.2, 14.3 3.13,6.1.1,6.2.1 Suspension or Termination of the Contract Values,Schedule of 5.4.1.1, 14 9.2,9.3.1 Taxes Waiver of Claims by the Architect 3.6,3.8.2.1,7.3.4.4 13.3.2 Termination by the Contractor Waiver of Claims by the Contractor 14.1, 15.1.7 9.10.5, 13.3.2, 15.1.7 Termination by the Owner for Cause Waiver of Claims by the Owner 5.4.1.1, 14.2, 15.1.7 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Termination by the Owner for Convenience Waiver of Consequential Damages 14.4 14.2.4, 15.1.7 Termination of the Architect Waiver of Liens 2.3.3 9.3,9.10.2,9.10.4 Termination of the Contractor Employment Waivers of Subrogation 14.2.2 6.1.1, 11.3 Warranty TERMINATION OR SUSPENSION OF THE 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.2,9.10.4, 12.2.2, CONTRACT 15.1.2 14 Weather Delays Tests and Inspections 8.3, 15.1.6.2 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2, 9.8.3, Work,Definition of 9.9.2,9.10.1, 10.3.2, 12.2.1, 13.4 1.1.3 TIME Written Consent 8 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.10.3, Time,Delays and Extensions of 13.2, 13.3.2, 15.4.4.2 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Written Interpretations 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 4.2.11,4.2.12 Time Limits Written Orders 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, 1.1.1,2.4,3.9,7,8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) ARTICLE 1 GENERAL PROVISIONS §1.1 Basic Definitions §1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Contractor's Qualifications and Assumptions,Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement,and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2) Contractor's Clarifications,(3)a Change Order,(4)a Construction Change Directive,or (5)a written order for a minor change in the Work issued by the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid,Instructions to Bidders,sample forms,other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding or proposal requirements. §1.1.2 The Contract The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. §1.1.3 The Work The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. §1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. §1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules,and diagrams. §1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems,standards and workmanship for the Work,and performance of related services. §1.1.7 Instruments of Service Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies, surveys,models,sketches,drawings,specifications,and other similar materials. §1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2.The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. §1.2 Correlation and Intent of the Contract Documents §1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. §1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions.If it is determined that any provision of the Contract Documents violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing the Contract. §1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. §1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. §1.3 Capitalization Terms capitalized in these General Conditions include those that are(1)specifically defined,(2)the titles of numbered articles,or(3)the titles of other documents published by the American Institute of Architects. §1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and"any"and articles such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. §1.5 Ownership and Use of Drawings,Specifications,and Other Instruments of Service §1.5.1 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 retain all common law,statutory,and other reserved rights in their Instruments of Service,including copyrights.The Contractor,Subcontractors,Sub- subcontractors,and suppliers shall not own or claim a copyright in the Instruments of Service.Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. §1.5.2 The Contractor,Subcontractors,Sub-subcontractors,and suppliers are authorized to use and reproduce the Instruments of Service provided to them,subject to any protocols established pursuant to Sections 1.7 and 1.8,solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice, if any,shown on the Instruments of Service.The Contractor,Subcontractors,Sub-subcontractors,and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner,Architect,and the Architect's consultants. §1.6 Notice §1.6.1 Except as otherwise provided in Section 1.6.2,where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier,or by electronic transmission via electronic mail or through Contractor's construction management software PROCORE. §1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail,or by courier providing proof of (Paragraph Deleted) delivery with a courtesy email to (Paragraph Deleted) all recipients as set forth herein. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 10 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) ARTICLE 2 OWNER §2.1 General §2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1,the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. §2.1.2 The Owner shall furnish to the Contractor,within fifteen days after receipt of a written request,information necessary and relevant for the Contractor to evaluate,give notice of,or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located usually referred to as the site, the Owner's interest therein,and all loan documents with Owner's Lender,if applicable. §2.2 Evidence of the Owner's Financial Arrangements §2.2.1 Prior to commencement of the Work and upon written request by the Contractor,the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract.The Contractor shall have no obligation to commence the Work until the Owner provides such evidence.If commencement of the Work is delayed under this Section 2.2.1,the Contract Time and Contract Sum shall be increased appropriately. §2.2.2 Following commencement of the Work and upon written request by the Contractor,the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if(1)the Owner fails to make payments to the Contractor as the Contract Documents require;(2)the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due;or(3)a change in the Work materially changes the Contract Sum.If the Owner fails to provide such evidence,as required,within fourteen days of the Contractor's request,the Contractor may immediately stop the Work and,in that event,shall notify the Owner that the Work has stopped.However,if the request is made because a change in the Work materially changes the Contract Sum under(3)above,the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided.If the Work is stopped under this Section 2.2.2,the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start-up,extended General Conditions Costs,plus interest as provided in the Contract Documents. §2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2,the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. §2.2.4 Where the Owner has designated information furnished under this Section 2.2 as"confidential,"the Contractor shall keep the information confidential and shall not disclose it to any other person.However,the Contractor may disclose"confidential"information,after seven(7)days'notice to the Owner,where disclosure is required by law,including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or by court or arbitrator(s)order.The Contractor may also disclose"confidential"information to its employees,consultants,sureties,Subcontractors and their employees,Sub-subcontractors,and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. §2.3 Information and Services Required of the Owner §2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1,the Owner shall secure and pay for necessary approvals,easements, assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities. §2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture,or an entity lawfully practicing architecture,in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 11 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §2.3.3 If the employment of the Architect terminates,the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. §2.3.4 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. §2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. §2.3.6 Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. §2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents,the Owner may issue a written order to the Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,except to the extent required by Section 6.1.3. §2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may,pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or in part, in an amount reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR §3.1 General §3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located.The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The term"Contractor"means the Contractor or the Contractor's authorized representative. §3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. §3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. §3.2 Review of Contract Documents and Field Conditions by Contractor §3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed,and correlated personal observations with requirements of the Contract Documents. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 12 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.4,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any visible conditions at the site affecting it.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. §3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. §3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3,the Contractor shall submit Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the Contract Documents to applicable laws,statutes, ordinances,codes,rules and regulations,and lawful orders of public authorities. §3.3 Supervision and Construction Procedures §3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for,and have control over,construction means,methods,techniques, sequences,and procedures,and for coordinating all portions of the Work under the Contract.If the Contract Documents give specific instructions concerning construction means,methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means,methods,techniques,sequences,or procedures.If the Contractor determines that such means, methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely notice to the Owner and Architect,and shall propose alternative means,methods,techniques,sequences,or procedures.The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless the Architect objects to the Contractor's proposed alternative,the Contractor shall perform the Work using its alternative means,methods,techniques,sequences,or procedures. §3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. §3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. §3.4 Labor and Materials §3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Notwithstanding anything to the contrary, nothing herein shall require or obligate Contractor to secure and pay for generators or fuel for such generators, unless otherwise mutually agreed to pursuant to a Change Order. §3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4,the Contractor may make substitutions only with the AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 13 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. §3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work.The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. §3.5 Warranty §3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,except for those inherent in the quality of the Work the Contract Documents require or permit. Work,materials,or equipment not conforming to these requirements may be considered defective.The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect,the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. §3.5.2 All material,equipment,or other special warranties required by the Contract Documents shall be issued in the name of the Owner,or shall be transferable to the Owner,and shall commence in accordance with Section 9.8.4. §3.6 Taxes The Contractor shall pay sales,consumer,use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded,whether or not yet effective or merely scheduled to go into effect. §3.7 Permits,Fees,Notices and Compliance with Laws §3.7.1 Unless otherwise provided in the Contract Documents,the Owner shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for the commencement of the Work. Contractor shall secure and pay for trade permits proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. §3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities applicable to performance of the Work. §3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes, rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. §3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for,performance of any part of the Work,will recommend that an equitable adjustment be made in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. §3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 14 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) notice,the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. §3.8 Allowances §3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. §3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, costs for unloading and handling at the site,labor,installation costs,insurance costs increases,and bond cost increases,if any,less applicable trade discounts; .2 Contractor's overhead,profit,and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and .3 whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. §3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness to avoid delay in the Work. §3.9 Superintendent and Project Manager §3.9.1 The Contractor shall employ a competent superintendent,among other staff,who shall be in attendance at the Project site during performance of the Work. Only communications in writing to the Project Manager shall be considered valid as if given to the Contractor. §3.9.2 The Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the name and qualifications of a proposed superintendent.Within 14 days of receipt of the information,the Architect may notify the Contractor,stating whether the Owner or the Architect(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. §3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent or Project Manager without the Owner's consent,which shall not unreasonably be withheld or delayed. Owner shall be responsible for increases in the Contract Sum necessitated by Owner's objection. §3.10 Contractor's Construction and Submittal Schedules §3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's and Architect's information a Contractor's preliminary construction schedule for the Work.Within thirty(30)days after the Date of Commencement,Contractor shall provide an updated and detailed Construction Schedule appropriate for the Project,including(1)the Date of Commencement of the Work,interim schedule milestone dates,if any,and the date of Substantial Completion;(2)an apportionment of the Work by construction activity;and(3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents.The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. §3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,shall submit a submittal schedule for the Architect's approval.The Architect's approval shall not be unreasonably delayed or withheld.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals.If the Contractor fails to AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 15 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. §3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. §3.11 Documents and Samples at the Site The Contractor shall make available,at the Project site,the Contract Documents,including Change Orders, Construction Change Directives,and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and the approved Shop Drawings,Product Data,Samples,and similar required submittals.These shall be in electronic form or paper copy,available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. §3.12 Shop Drawings,Product Data and Samples §3.12.1 Shop Drawings are drawings,diagrams,schedules,and other data specially prepared for the Work by the Contractor or a Subcontractor,Sub-subcontractor,manufacturer,supplier,or distributor to illustrate some portion of the Work. §3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. §3.12.3 Samples are physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will be judged. §3.12.4 Shop Drawings,Product Data,Samples,and similar submittals are not Contract Documents.Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7.Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals that are not required by the Contract Documents may be returned by the Architect without action. §3.12.5 The Contractor shall review for compliance with the Contract Documents,approve,and submit to the Architect,Shop Drawings,Product Data,Samples,and similar submittals required by the Contract Documents,in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. §3.12.6 By submitting Shop Drawings,Product Data,Samples,and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials,field measurements and field construction criteria related thereto,or will do so,and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. §3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data,Samples,or similar submittals,until the respective submittal has been approved by the Architect. §3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data,Samples,or similar submittals,unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data,Samples,or similar submittals,by the Architect's approval thereof. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 16 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples,or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such notice,the Architect's approval of a resubmission shall not apply to such revisions. §3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of law, architecture,engineering,or design services unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences,and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. §3.12.10.1 If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents as set forth above,the Owner and the Architect will first specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional,whose signature and seal shall appear on all drawings,calculations,specifications, certifications,Shop Drawings,and other submittals prepared by such professional. Shop Drawings,and other submittals related to the Work,designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services,certifications,and approvals performed or provided by such design professionals,provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. §3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria,the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. §3.13 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws,statutes,ordinances,codes, rules and regulations,lawful orders of public authorities,and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. §3.14 Cutting and Patching §3.14.1 The Contractor shall be responsible for cutting,fitting,or patching required to complete the Work or to make its parts fit together properly.All areas requiring cutting,fitting,or patching shall be restored to the condition existing prior to the cutting,fitting,or patching,unless otherwise required by the Contract Documents. §3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold,from the Owner or a Separate Contractor,its consent to cutting or otherwise altering the Work. §3.15 Cleaning Up §3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery,and surplus materials from and about the Project. §3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 17 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. §3.17 Royalties,Patents and Copyrights The Contractor shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for defense or loss when a particular design,process,or product of a particular manufacturer or manufacturers is required by the Contract Documents,or where the copyright violations are contained in Drawings,Specifications,or other documents prepared by the Owner or Architect.However,if an infringement of a copyright or patent is discovered by,or made known to,the Contractor,the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. Upon properly noticing the Architect,Architect and Owner shall provide instructions or direction how to proceed and shall defend,indemnify,and hold Contractor harmless in connection with any infringement or purported intellectual property claims. §3.18 Indemnification §3.18.1 To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner, and Owner's agents and employees of any of them from and against third-party claims,damages,losses,and expenses, including but not limited to attorneys'fees,arising out of or resulting from performance of the Work,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property(other than the Work itself),but only to the extent caused by the negligent acts or omissions of the Contractor,a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,regardless of whether or not such claim,damage,loss,or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. This Section 3.18.1 shall be construed to protect City and its officers and employees to the fullest extent authorized by Sec. 725.06,F.S. Nothing in this Agreement shall be deemed or treated as a waiver by the City of any immunity to which it is entitled by law,including but not limited to the City's sovereign immunity as set forth in Section 768.28,Florida (Paragraph Deleted) Statutes. §3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation,or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts,or other employee benefit acts. ARTICLE 4 ARCHITECT §4.1 General §4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. §4.1.2 Duties,responsibilities,and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified,or extended without written consent of the Owner,Contractor,and Architect. Consent shall not be unreasonably withheld. §4.2 Administration of the Contract §4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 18 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the 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 will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. §4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor, and(3)defects and deficiencies observed in the Work.The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect will not have control over or charge of,and will not be responsible for acts or omissions of,the Contractor,Subcontractors, or their agents or employees,or any other persons or entities performing portions of the Work. §4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities.The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project.Communications by and with the Architect's consultants shall be through the Architect.Communications by and with Subcontractors and suppliers shall be through the Contractor.Communications by and with Separate Contractors shall be through the Owner.The Contract Documents may specify other communication protocols. §4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. §4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the 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, suppliers,their agents or employees,or other persons or entities performing portions of the Work. §4.2.7 The Architect will 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.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect 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.Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3,3.5,and 3.12.The Architect's review shall not constitute approval of safety precautions or of any construction means,methods,techniques,sequences,or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §4.2.8 The Architect will prepare Change Orders and Construction Change Directives,and may order minor changes in the Work as provided in Section 7.4.The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. §4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 19 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §4.2.10 If the Owner and Architect agree,the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site.The Owner shall notify the Contractor of any change in the duties,responsibilities and limitations of authority of the Project representatives. §4.2.11 The Architect will 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 will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from,the Contract Documents and will be in writing or in the form of drawings.When making such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either,and will not be liable for results of interpretations or decisions rendered in good faith. §4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. §4.2.14 SUBMITTAL REVIEW Contractor shall anticipate and plan for a maximum of fifteen(15)calendar days for Architect's review of any submittal affecting non critical path activities.The Architect shall within ten(10)calendar days provide review of any submittals that affect critical path activities,which shall be designated as such on the transmittal issued by Contractor. §4.2.15 RFI REVIEW The Contractor shall submit a written request for information("RFI")in electronic format to Architect with a copy to Owner for any interpretations necessary for the proper execution or progress of the Work. Such interpretations or responses to RFI's shall be issued in writing,and Contractor shall anticipate and plan for a maximum of 5 business days for a response to any RFI affecting non critical path activities.The Architect shall respond within 24 hours to any RFI's that affect critical path activities,which shall be designated as such on the RFI issued by Contractor. If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS §5.1 Definitions §5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The term"Subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.The term"Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. §5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub- subcontractor. §5.2 Award of Subcontracts and Other Contracts for Portions of the Work §5.2.1 Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,including those who are to furnish materials or equipment fabricated to a special design.Within five days of receipt of the information,the Architect may notify the Contractor whether the Owner or the Architect(1)has reasonable objection to any such proposed person or entity or(2)requires additional time for review.Failure of the Architect to provide notice within the 5-day period shall constitute notice of no reasonable objection. §5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 20 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. §5.2.4 The Contractor shall not substitute a Subcontractor,person,or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. §5.3 Subcontractual Relations By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work that the Contractor,by these Contract Documents,assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies,and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound,and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub- subcontractors. §5.4 Contingent Assignment of Subcontracts §5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. §5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. §5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS §6.1 Owner's Right to Perform Construction and to Award Separate Contracts §6.1.1 The term"Separate Contractor(s)"shall mean other contractors retained by the Owner under separate agreements.The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract,including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 21 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term"Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. §6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules.The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by the Contractor,Separate Contractors,and the Owner until subsequently revised. §6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors,the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including,without excluding others,those stated in Article 3,this Article 6,and Articles 10, 11,and 12. §6.2 Mutual Responsibility §6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. §6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner,Owner's Separate Contractor,or Owner's vendors including but not limited to utility providers,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. §6.2.3 The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. §6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. §6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. §6.3 Owner's Right to Clean Up If a dispute arises among the Contractor,Separate Contractors,and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK §7.1 General §7.1.1 Changes in the Work may be accomplished after execution of the Contract,at any time or from time to time, and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. §7.1.2 A Change Order shall be based upon agreement among the Owner,Contractor,and Architect.A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor.An order for a minor change in the Work may be issued by the Architect alone. §7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. Upon receipt of a Change Order executed between the Parties,the Contractor shall proceed promptly with changes in the Work,unless otherwise provided in the Change Order,Construction Change Directive,or order for a minor change in the Work. All such Work shall be executed under the applicable conditions of the Contract Documents. If any Change Order causes an increase or decrease in the Contract Price or an extension or shortening of the Contract AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 22 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) Time,an equitable adjustment will be made. A Change Order signed by the Contractor indicates their agreement therewith. §7.2 Change Orders §7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor,and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any,in the Contract Sum;and .3 The extent of the adjustment,if any,in the Contract Time. §7.3 Construction Change Directives §7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. §7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. §7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee;or .4 As provided in Section 7.3.4. §7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the Agreement,or if no such amount is set forth in the Agreement,a reasonable amount.In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor,including applicable payroll taxes,fringe benefits required by agreement or custom, workers' compensation insurance,and other employee costs approved by the Architect; .2 Costs of materials,supplies,and equipment,including cost of transportation,whether incorporated or consumed; .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance,permit fees,and sales,use,or similar taxes,directly related to the change; .5 Costs of supervision and field office personnel directly attributable to the change;and .6 Extended General Conditions costs not already covered herein. §7.3.5 If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in accordance with applicable provisions of Article 15. §7.3.6 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 23 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. §7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. §7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order,subject to the right of either party to disagree and assert a Claim in accordance with Article 15. §7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order.Change Orders may be issued for all or any part of a Construction Change Directive. §7.4 Minor Changes in the Work The Architect may order 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.The Architect's order for minor changes shall be in writing.If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the Work.If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME §8.1 Definitions §8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. §8.1.2 The date of commencement of the Work is the date established in the Agreement. §8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. §8.1.4 The term"day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. §8.2 Progress and Completion §8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work §8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. §8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. §8.3 Delays and Extensions of Time §8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by(1)an act or neglect of the Owner or Architect,of an employee of either,or of a Separate Contractor;(2)by changes ordered in the Work;(3)by labor disputes,fire,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented in accordance with Section 15.1.6.2,or other causes beyond the Contractor's control;(4)by delay AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 24 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) authorized by the Owner pending mediation and binding dispute resolution;or(5)by other causes that the Contractor asserts,and the Architect determines,justify delay,then the Contract Time shall be extended for such reasonable time as the Architect may determine and the Contract Sum shall be equitably adjusted based on increases in General Conditions Costs. §8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. §8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION §9.1 Contract Sum §9.1.1 The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. §9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. §9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit a schedule of values to the Architect before the first Application for Payment,allocating the entire Contract Sum to the various portions of the Work.The schedule of values shall be prepared in the form,and supported by the data to substantiate its accuracy,required by the Architect.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment.Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require,and unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. §9.3 Applications for Payment §9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values,if required under Section 9.2,for completed portions of the Work.The application shall be notarized,if required,and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. §9.3.1.1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. §9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work.If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage,and transportation to the site,for such materials and equipment stored off the site. §9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Contractor's knowledge,information,and belief,be free and clear of liens,claims, AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) security interests,or encumbrances,in favor of the Contractor,Subcontractors,suppliers,or other persons or entities that provided labor,materials,and equipment relating to the Work. §9.4 Certificates for Payment §9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either(1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;or(2)issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due,and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1;or(3)withhold certification of the entire Application for Payment,and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. §9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data in the Application for Payment,that,to the best of the Architect's knowledge,information,and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified.The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion,and to specific qualifications expressed by the Architect.However,the issuance of a Certificate for Payment will 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 suppliers and other data requested by the Owner to substantiate the Contractor's right to payment;or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §9.5 Decisions to Withhold Certification §9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made.If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1.If the Contractor and Architect cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims,unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the Work in accordance with the Contract Documents. §9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part,that party may submit a Claim in accordance with Article 15. §9.5.3 When the reasons for withholding certification are removed,certification will be made for amounts previously withheld. §9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §9.6 Progress Payments §9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. §9.6.2 The Contractor shall pay each Subcontractor,no later than seven days after receipt of payment from the Owner,the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. §9.6.3 The Architect will,on request,furnish to a Subcontractor,if practicable,information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. §9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work unless Contractor is otherwise entitled to withhold certain funds as justified in its subcontract agreement with the Subcontractor.If the Contractor fails to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay,or to see to the payment of money to,a Subcontractor or supplier,except as may otherwise be required by law. §9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. §9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. §9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials,or both, under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor,create any fiduciary liability or tort liability on the part of the Contractor for breach of trust,or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. §9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss,liability,damage or expense,including reasonable attorney's fees and litigation expenses,arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor.If approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. §9.7 Failure of Payment If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start- up,plus interest as provided for in the Contract Documents. §9.8 Substantial Completion §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. §9.8.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall,before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect.In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. §9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance;and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. §9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any,the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents not to exceed one hundred fifty percent(150%)of the value of any remaining punch list and any other incomplete Work or Work not in accordance with the requirements of the Contract Documents(the "Punch List Holdback")not to exceed 10%of the Retainage left unpaid.The Punch List Holdback shall be paid to Contractor upon Final Completion of the Work and with Owner's final payment to Contractor. §9.9 Partial Occupancy or Use §9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,retainage,if any,security, maintenance,heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect. §9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor,and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. §9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. §9.10 Final Completion and Final Payment §9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection.When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 28 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. §9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety,if any,to final payment,(5)documentation of any special warranties,such as manufacturers'warranties or specific Subcontractor warranties,and(6)if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts and releases and waivers of liens,claims,security interests,or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien,claim,security interest,or encumbrance remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance,including all costs and reasonable attorneys'fees. §9.10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the Architect so confirms,the Owner shall,upon application by the Contractor and certification by the Architect,and without terminating the Contract,make payment of the balance due for that portion of the Work fully completed,corrected,and accepted.If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. §9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests,or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents;or .4 audits performed by the Owner,if permitted by the Contract Documents,after final payment. §9.10.5 Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY §10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the performance of the Contract. §10.2 Safety of Persons and Property §10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury,or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody,or control of the Contractor,a Subcontractor,or a Sub-subcontractor;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 29 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §10.2.2 The Contractor shall comply with,and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property or their protection from damage,injury,or loss. §10.2.3 The Contractor shall implement,erect,and maintain,as required by existing conditions and performance of the Contract,reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards;promulgating safety regulations;and notifying the owners and users of adjacent sites and utilities of the safeguards. §10.2.4 When use or storage of explosives or other hazardous materials or equipment,or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. §10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3.The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. §10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. §10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. §10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,notice of the injury or damage,whether or not insured,shall be given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. §10.3 Hazardous Materials and Substances §10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl(PCB),encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. §10.3.2 Upon receipt of the Contractor's notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.If either the Contractor or Architect has an objection to a person or entity proposed by the Owner,the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection.When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 30 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses,and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself),except to the extent that such damage,loss,or expense is due to the fault or negligence of the party seeking indemnity. §10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. §10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles,or(2)where the Contractor fails to perform its obligations under Section 10.3.1,except to the extent that the cost and expense are due to the Owner's fault or negligence. §10.3.6 If,without negligence on the part of the Contractor,the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents,the Owner shall reimburse the Contractor for all cost and expense thereby incurred. §10.4 Emergencies In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury,or loss.Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS §11.1 Contractor's Insurance and Bonds §11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability,containing the endorsements,and subject to the terms and conditions,as described in the Agreement or elsewhere in the Contract Documents.The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.The Owner,Architect,and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. §11.1.2 The Contractor shall provide surety bonds of the types,for such penal sums,and subject to such terms and conditions as required by the Contract Documents.The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. §11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. §11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance.Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt of notice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act or omission of the Owner,have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor.The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. (Paragraphs Deleted) AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 31 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §11.3 Waivers of Subrogation §11.3.1 The Owner and Contractor waive all rights against(1)each other and any of their subcontractors,sub- subcontractors,agents,and employees,each of the other;(2)the Architect and Architect's consultants;and(3) Separate Contractors,if any,and any of their subcontractors,sub-subcontractors,agents,and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner or Contractor,as appropriate,shall require similar written waivers in favor of the individuals and entities identified above from the Architect,Architect's consultants,Separate Contractors, subcontractors,and sub-subcontractors.The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation.This waiver of subrogation shall be effective as to a person or entity(1)even though that person or entity would otherwise have a duty of indemnification,contractual or otherwise,(2)even though that person or entity did not pay the insurance premium directly or indirectly,or(3)whether or not the person or entity had an insurable interest in the damaged property. §11.3.2 If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,to the extent permissible by such policies,the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. §11.4 Loss of Use,Business Interruption,and Delay in Completion Insurance The Owner,at the Owner's option,may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property,or the inability to conduct normal operations,due to fire or other causes of loss.The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property,due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss §11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and of Section 11.5.2.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. §11.5.2 Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds.The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds.If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose.If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK §12.1 Uncovering of Work §12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. §12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) the Contract Sum and Contract Time as may be appropriate.If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense. §12.2 Correction of Work §12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and whether or not fabricated,installed or completed.Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. §12.2.2 After Substantial Completion §12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of notice from the Owner to do so,unless the Owner has previously given the Contractor a written acceptance of such condition.The Owner shall give such notice promptly after discovery of the condition.During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.5. §12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. §12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. §12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. §12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors,whether completed or partially completed,caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. §12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. §12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS §13.1 Governing Law The Contract shall be governed by the laws of the State of Florida and venue shall be in Miami-Dade County, Florida. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 33 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §13.2 Successors and Assigns §13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns,and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other.If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. §13.3 Rights and Remedies §13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights,and remedies otherwise imposed or available by law. §13.3.2 No action or failure to act by the Owner,Architect,or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder,except as may be specifically agreed upon in writing. §13.4 Tests and Inspections §13.4.1 Tests,inspections,and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules,and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections,and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority,and shall bear all related costs of tests,inspections,and approvals.The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner shall bear costs of tests,inspections,or approvals that do not become requirements until after bids are received or negotiations concluded.The Owner shall directly arrange and pay for tests,inspections,or approvals where building codes or applicable laws or regulations so require. §13.4.2 If the Architect,Owner,or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection,or approval not included under Section 13.4.1,the Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection, or approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs,except as provided in Section 13.4.3,shall be at the Owner's expense. §13.4.3 If procedures for testing,inspection,or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents,all costs made necessary by such failure,including those of repeated procedures and compensation for the Architect's services and expenses, shall be at the Contractor's expense. §13.4.4 Required certificates of testing,inspection,or approval shall,unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. §13.4.5 If the Architect is to observe tests,inspections,or approvals required by the Contract Documents,the Architect will do so promptly and,where practicable,at the normal place of testing. §13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. §13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or,in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT §14.1 Termination by the Contractor §14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government,such as a declaration of national emergency,that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2; .5 The Owner,by and through its employees,agents,owners,or principals,have engaged in fraudulent behavior;or .6 Otherwise fails to maintain legitimate,ongoing,and continuous business operations. §14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work, repeated suspensions,delays,or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. §14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon thirty days' notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed. §14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon thirty additional days' notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. §14.2 Termination by the Owner for Cause §14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or Suppliers; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. §14.2.2 When any of the reasons described in Section 14.2.1 exist,and upon certification by the Architect that sufficient cause exists to justify such action,the Owner may,without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4;and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. §14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 35 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3139ADA1F) §14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work,including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. §14.3 Suspension by the Owner for Convenience §14.3.1 The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work,in whole or in part for such period of time as the Owner may determine. §14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 14.3.1.Adjustment of the Contract Sum shall include profit.No adjustment shall be made to the extent .1 that performance is,was,or would have been,so suspended,delayed,or interrupted,by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of the Contract. §14.4 Termination by the Owner for Convenience §14.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. §14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. §14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including costs attributable to termination of Subcontracts;and the termination fee,if any,set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES §15.1 Claims §15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,or other relief with respect to the terms of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim.This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. §15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements of the binding dispute resolution method selected in the Agreement and 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 Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. §15.1.3 Notice of Claims §15.1.3.1 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,whichever is later. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §15.1.3.2 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party.In such event,no decision by the Initial Decision Maker is required. §15.1.4 Continuing Contract Performance §15.1.4.1 Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and Article 14,the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. §15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision,subject to the right of either party to proceed in accordance with this Article 15.The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. §15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum,notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. §15.1.6 Claims for Additional Time §15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,notice as provided in Section 15.1.3 shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work.In the case of a continuing delay,only one Claim is necessary. §15.1.6.2 The Contractor has not included anticipated weather delays in its schedule. Accordingly,in the event during any work week one(1)Rain Day(as defined below)occurs between Monday and Friday Contractor shall in good faith attempt to work on the following Saturday for which no additional time or costs may be claimed. Rain Days per week including Saturday in amounts exceeding one(1)day shall constitute an Adverse Weather Condition not reasonably anticipated for which the Contractor shall be entitled to an extension of the Contract Time and an equitable adjustment in the Contract Sum including but not limited to additional daily and extended general conditions costs.A"Rain Day"is any day in which a rain event occurs at the site and is sufficient to prevent Contractor from performing critical path activities. §15.1.6.3 The imminent threat of a hurricane or tropical storm shall constitute compensable delay that cannot be reasonably anticipated by the Contractor. In the event a hurricane warning or tropical storm warning is issued for the area where the Project is located,construction activities will cease and the job site will be secured. Construction activities will restart within 72 hours of the warning being lifted,so long as roads are clear,utilities have been restored,fuel is available,and the area surrounding the job site is clear of debris.The time period between the start of the warning and the time when construction activities restart after the warning shall constitute a compensable delay for which the Contractor shall be entitled to an extension of the Contract Time and an equitable adjustment in the Contract Sum,including but not limited to additional daily and extended general conditions costs. §15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes .1 damages incurred by the Owner for rental expenses,for losses of use,income,profit,financing, business and reputation,and for loss of management or employee productivity or of the services of such persons;and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there,for losses of financing,business and reputation,and for loss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Article 14.Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages,when applicable,in accordance with the requirements of the Contract Documents. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 37 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §15.2 Initial Decision §15.2.1 Claims,excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4,and 11.5,shall be referred to the Initial Decision Maker for initial decision.The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to mediation of any Claim.If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker,the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered.Unless the Initial Decision Maker and all affected parties agree,the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. §15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions:(1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,(4)suggest a compromise, or(5)advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim. §15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. §15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of the request,and shall either(1)provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished,or(3)advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Initial Decision Maker will either reject or approve the Claim in whole or in part. §15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim,or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision Maker,of any change in the Contract Sum or Contract Time or both.The initial decision shall be final and binding on the parties but subject to mediation and,if the parties fail to resolve their dispute through mediation,to binding dispute resolution. §15.2.6 Either party may file for mediation of an initial decision at any time,subject to the terms of Section 15.2.6.1. §15.2.6.1 Either party may,within 30 days from the date of receipt of an initial decision,demand in writing that the other party file for mediation.If such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof,then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. §15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety,if any,of the nature and amount of the Claim.If the Claim relates to a possibility of a Contractor's default,the Owner may,but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. §15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. §15.3 Mediation §15.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract,except those waived as provided for in Sections 9.10.4,9.10.5,and 15.1.7,shall be subject to mediation as a condition precedent to binding dispute resolution. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 38 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) §15.3.2 The parties shall endeavor to resolve their Claims 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 Contract,and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but,in such event, mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. §15.3.3 Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof,then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. §15.3.4 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be 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. AIA DocumentA201TM —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 39 Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:05 on 05/14/2018 under Order No. 2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (3B9ADA1F) AIA Document A1 33" - 2009 Exhibit A Guaranteed Maximum Price Amendment for the following PROJECT: (Name and address or location) AVENTURA CHARTER HIGH SCHOOL ADDITIONS AND DELETIONS: 3151 NE 213 STREET The author of this document has AVENTURA,FLORIDA added information needed for its completion.The author may also THE OWNER: have revised the text of the original AIA standard form.An Additions and (Name, legal status and address) Deletions Report that notes added information as well as revisions to the CITY OF AVENTURA standard form text is available from 19200 WEST COUNTRY CLUB DRIVE the author and should be reviewed.A AVENTURA,FL 33180 vertical line in the left margin of this THE CONSTRUCTION MANAGER: document indicates where the author (Name, legal status and address) has added necessary information and where the author has added to or KAUFMAN LYNN CONSTRUCTION,INC. deleted from the original AIA text. 3185 S.CONGRESS AVE DELRAY BEACH,FL 33445 This document has important legal consequences.Consultation with an ARTICLE A.1 attorney is encouraged with respect to its completion or modification. §A.1.1 Guaranteed Maximum Price Pursuant to Section 2.2.6 of the Agreement,the Owner and Construction Manager hereby AIA Document A201 TM-2007, amend the Agreement to establish a Guaranteed Maximum Price.As agreed by the Owner General Conditions of the Contract and Construction Manager,the Guaranteed Maximum Price is an amount that the Contract for Construction, is adopted in this Sum shall not exceed.The Contract Sum consists of the Construction Manager's Fee plus document by reference.Do not use the Cost of the Work,as that term is defined in Article 6 of this Agreement. with other general conditions unless this document is modified. §A.1.1.1 The Contract Sum is guaranteed by the Construction Manager not to exceed THIRTEEN MILLION EIGHT HUNDRED FIFTY-NINE EIGHT HUNDRED FORTY-ONE DOLLARS($ 13,859,841 ),subject to additions and deductions by Change Order as provided in the Contract Documents. §A.1.1.2 Itemized Statement of the Guaranteed Maximum Price.Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, allowances,contingencies,alternates,the Construction Manager's Fee,and other items that comprise the Guaranteed Maximum Price. (Provide below or reference an attachment.) SEE CONTRACTOR'S ESTIMATE ATTACHED AS EXHIBIT"1" §A.1.1.3 Allowances included in the Guaranteed Maximum Price,if any: (Identify allowance and state exclusions, if any,from the allowance price) AIA Document A733TM —2009 Exhibit A.Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA° Init. Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 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 AIA software at 17:05:44 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (724848757) Item Price($0.00) SEE CONTRACTOR'S CLARIFICATIONS,EXHIBIT 2 §A.1.1.4 The Guaranteed Maximum Price is based upon the following Supplementary and other Conditions of the Contract: (Row deleted) Document Date PRELIMINARY CONSTRUCTION MAY 11,2018 SCHEDULE,EXHIBIT 3 (Table deleted (Paragraphs deleted) (Table deleted (Paragraphs deleted) §A.1.1.8 The Guaranteed Maximum Price is based upon the following Drawings and Specifications: (Either list the Drawings here, or refer to an exhibit attached to this Agreement.) SEE DRAWING LOG,EXHIBIT 4 Number Title Date §A.1.1.9 The Guaranteed Maximum Price is based upon the following other documents and information: (List any other documents or information here, or refer to an exhibit attached to this Agreement.) ARTICLE A.2 §A.2.1 The anticipated date of Substantial Completion established by this Amendment: FOUR HUNDRED TWENTY-FOUR(424)Days from the Date of Commencement as defined in the A133 and as ay extended per the Contract Documents. The Date of Commencement must occur on or before May 18,2018. Otherwise,the Contract Sum shall be equitably adjusted by agreement of the parties in an amount reasonably necessary to cover price increases and material escalation in labor,materials,or equipment or other increases directly arising out of the delayed Date of Commencement,including replacement of Subcontractors and actual General Conditions Costs not to exceed the daily amount set forth in Contractor's General Conditions Costs Breakdown. The Contractor shall be required to provide the Owner with reasonable back-up documentation(including,but not limited to,quotes from third parties providing labor,materials,or equipment on the Project)to substantiate any price increases and material escalation in labor, materials or equipment,General Conditions Costs,or any other increases directly arising out of the delayed Date of Commencement,including replacement of Subcontractors. OWNER(Signature) CONSTRUCTION MANAGER(Signature) (Printed name and title) (Printed name and title) AIA Document A733TM —2009 Exhibit A.Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA° Init. Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° Document,or any 2 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 t produced by AIA software at 17:05:44 on 05/14/2018 under Order No.2314275955 which expires on 07/10/2019,and is not for resale. User Notes: (724848757) N a) a) a) a) a) a) a) a) a) a) a) a) a) M LO L4 L4 L4 L4 L4 L4 m L4 L4 C L4 L4 C O U U U U U U U U U U U O E O L4 L4 L4 L4 L4 L4 L4 L4 L4 0 L4 L4 0 = _ �D z ELO a aaaaaa as _ aa _ r� a a L L L L L L L L L L L O U O 0 0 0 0 0 0 O O O O a` N N N N N N N N N N N U U) U) U) U) U) U) U) U) U) U) U) C C C C C C C CC CC O U Q 7 N O M N � M co LO X W m O V O O LO I— 0 0 0 0 0 0 O O O O O O M O O V O 0 0 (O 00 C7 N O O O O O N O O O O O O O O O O O V — 0 0 LO O O O O CO N N O O O O O LO O O O O O O O O O O O N O C) C) C) C) C) C) C) (O O LL N N LL N � Z y OI i) � U m Q N O 0 0 0 0 0 1— LO O O O O O O O O O O O O LO 0 0 0 0 0 0 0 LO c7 O O Cl) M M V O O O O N O N O CO O O co 00 O ti O LO O N (O O LO O LO O O (O — O N (0 LO N (O N I� C7 V O 00 LO (O 00 r- LO 0 C) cfl co co (o co _I E U y N U O o 2 ° m �ra o L 3 ++ N 0 O O O O O LO O O O O O O O O O O O O O O O O O O O O O O O U N O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O O W V O O O CD 1-- O O O O O O O 6666 O O 6 66 6 6 6 6 6 6 C7 O T O O O O) O N O CO O O C7 00 LO J O LO O N O Lf) O Lf) O O (O N m U ,�1 a L() N (O N clV O 00 L() (O 00 I— �V v U) y 0 (O co co co (O 00 Y 4-0 oc m � 1 d 3 coQ Qm 7 J J J J J J U) J J J J J J J J J J J J J J J J J J J J J J W r O LO O U O E a) a) U) Q � O (0 C a) O E j O � O) _ E 1 fn -O C a) a) E Cl) �_ a) � 0 0 U) ) O) a) O) (6 (� O Y a) (0 O) LL O) C m � 7 O O O E T Y a) Z Y c Q c-) E U a? chi U) � c c0i � LU m o a) c a) coi c a) � w 06 °� m o H U O � a) m a) = (n _ o (n F o a) a) =0 Ir m o o � 0) co 0- O LU O c LL U a) c o U) U) a) o °> o m m z o or Of � 5 Q U U o O U m 0 LU a) C) c m a) a) a) 0 .2 Q T) 0 U z� w o c — c a) 7L- > o U) o och o O o > C Pr 0 U) Cl) F-- LL 0- (n (n LL Q CO U) U U) 0 0 LL > U) J m Q U Ir o > o > J V U G�y UO O N CO (O 00 N LO C) C) � C) LO O O O O O O LO O LO O V LO O O C) `n 4 * O 1— N N N N O O � 1— — — 1— 1— 00 O N C) LO LO O O 1— 1— 1— 00 O O O) C'O O O — — 7 7 7 7 7 7 C7 LO LO (O (O (O O) O) O) O) O) O) O) O) O) O) O) O O O fn i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i i U N N N N N N N N N N N N N N N N N N N N N N N N N N N N N M co co O O O O O O O O O O O O O O O O O O O O O O O O O O O O O 0 O O N N 0) N N O N N N N V O r r co r w co fn fn fn R M > cc O M N N r f� ?� c0 p M N N N E M L3 L4 L4 p O C Q N M z r E 7 7 7 a U) � E ++ ++ ++ cc cc o U L L L cc a U C C C — � 7 7 � U U U Q 7 N (O I— V O O) O O O N O LO LO I— 1— O 1— LO 00 I— O 00 1— 1— O O V 00 O) O 00 LO V V O O O I— O (D O 1— N V N (7 O) O LO O 00 ('7 O ('7 O — O O (O LO = O = 0 0 O O O O LO O O O O N O O O O O = ('7 O O O ('7 O O O LO 00 N O O K ('7 LL N ER O O O O m O O O m LO O O O 00 O V O LO 00 O O N LO O O (O (O O O O O O O O O I— 1— 1— 0 (7 O (O O O I— 0) O 00 LO V 00 O O O (7 O LO LO 00 O) O) O ('7 V (O N LO LO ('7 O (O O (O V O O L() (O O V N (O ('7 L() (O V ('7 I— 00 ('7 V L() O O ('7 N 00 00 (Y) V V O) N (O ('o (O LO N N O (O V (O O) O_ N N O_ LO N � N w M r O F O U C7 U 0 U N O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O16), U O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Cl) O O O Cl) Lo O O O 00 V O Lo 00 O O N LO O O (O (O O O O O 0 0 0 I— 1— 1— 0 Cl) O (O O O I— 0) O 00 LO V 00 O O O Cl) O LO LO 00 0) O) O CO V O N LO LO CO O (O O (O V O O LO (O m O V N co Cl) LO (O V Cl) I— 00 Cl) V LO O O Cl) N 00 00 Cl) Cl) t V O) N (O CO (O LO N N O N (O V (O O) m O N N O LO 1 F Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) (n (n (n (n (n (n (n (n Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) Cl) 7 J J J J J J J J J J J J J J J J J J J J J J J J J J J J J J CY O o Z 0) U 0 (6 ~ 0 (6 N O O C O O O w N O O Q H Cl) > N 'O O Q 0 > Y N N O O Q C tf d o = (6 06 Q O m Y N Cl) U) N O � N N O �(6 m ° -0 -0 E o6 U U U U H > H m 0 E 5 c m m o� U w � °3 o c' - Q 0 U) Z T � — o O 0) U) 0) 0) a a c o 0 c 06 O c Z U) c c W o c J N o O c c U) 0 O Cl) P: O m �° o o .� > ca U � m Q o o c o m o °� o m Cr1 �' w o c o o LL O a D D co o s U Um D- o c U o 0 o = m ) n- LL (n N cn vi E - - � H 0 m 00 0) O E C) w m O c > 0 °� : � o 0- E E 2- LU o 0 0 0 0 = O .o c O o > Z � � > > m o � inin tin � � � � � � � 0- 0- J � � Eof � � w a 0 C � U � oQLLCDCDU O LO (O O O O O L(7 O O O O O O O LO 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O LO O O O `n F N N 0 = 0O 'P N ('7 O LO 0 0 O O LO O O O N O O LO N O O O LO O V O N LO O O 0 0 0 0 0 0 O) O) O 7 V V O 7 N ('7 00 O) O) O = = = L? 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(O 00 O 0 O O O O O O O O 0 O O O O O O O O O O O O O O O O O N N N N M aN+ 0) N co +L+ +L+ +L+ +L+ +L+ +L+ +L+ > N 2 L w N M C) N N N N N N N z E W W W W W W W 0 V V V V V V V o 0 m m m m m m m U C C C C C C C C N N N N N N N u 7 7 7 7 7 7 7 7 V V V V V V V N C C C C C C C V I— LO N V O O 0 0 0 0 0 0 O N (O 00 00 V O O 0 0 0 0 0 0 N O 00 I— V O O 0 0 0 0 0 0 LL N N ER I— O O O O 1— O O 0 0 0 0 0 0 ('7 O O (O O (O O) O LO 00 O) 00 (O 00 N Ln ( (O N V V I— (D O) LO Lr) N � � w+ N r 0 F O U 0 U 0 U N O O O O O O O O O O O O U O O O O O O O O O O O I� O O O O O O O O O T ('7 O O (O O (O J O) O LO 00 O) 00 m D (O 00 N LO CO (O N V V I— (D O) m LO L() Y F Cl) Cl) Cl) Cl) Cl) Cl) 7 J J J J J J J CY O O O U U U O N O Q Q Q O O O U N Q Q i Q N O a U U) w O O N O O O 0O W U O } o U U U) (1) 0 U a) v >- U) 0 W o w '� c c U) J c c J o U' U o o m Z a o o a o a � 'm o �, o _ oZ c' w m �' Oa Wa o o U o> c W > m -0Q >_U W ii Ii UcQ F Q E OU Z > > W -o E � co N O U W Z) o JO 0 EL ° W CO LL J J U U > Cl) W O O O O LO O O O O O O 0 0 0 0 0 0 0 `n 0 0 O O O O O O L() O O O LO O O O O O S O N O C? C? V Ln O O NC? O = N L() (O I� U I* V LO LO LO LO LO fD (O (O (O I,- I-- I-- I-- I-- I-- I-- I* _ rn U L N E E 00 O ° U a O U R C O U Q 7 N I- O O N 00 O O O O O O O CO O co O co (O O N N O (O O O O LO O O I-- O V N O N O O O O 6 6 -, 6 LL O O O N N in V N N O V 00 O LO m O (O O O O � O 00 (O 1- (h 00 O V V O O Lr V N C7 N O LO N 00 O O 00 (O co LO LO ('7 O 00 N � O co (O 1- Ln N N O (h c N w M o m M F o U C7 U 0 U N O O` U O N J N m F � E D N Y 7 O J J O O 0 0 0 0 0 0 LO V LO O LO O CY N C O O Lq r O r LO I U) (7 Q Z Z W U) z m W W Q W W U U) w U U p = ) << o U) W H U z Z a' U (n p ? O } m 00 o z J O U a ~ ~ J z LL Q O Q F- p: W Z m W S U } H OU d J J 06 J � J D � z J 0 ro N J a J U H a a U) W a N o m z 0 w W 0 = 0 J 0 z 0 Z o # XU o � o � � a U � Q W Z J m z Jco LU LU 0 ~ � a 0 = 95 o (W7 m m (W7 m a m O a m w a OU m EXHIBIT 2 3185 South Congress Avenue Delray Beach,FL 33445 RL 0 561.361.6700 1 f 561.361.6979 KAUFMAN LYNN www.kaufmanlynn.com CONSTRUCTION cGc 021732 Contractors Clarifications and Assumptions This scope is intended to expand and/or clarify plan interpretation in instances where the plans are in conflict or silent. Should the plans conflict with other contract documents, this proposal is based on the plans being the default. 1. This proposals description includes the following: Construction of one (1)4 story charter high school, standalone gymnasium, and associated sitework. 2. The following are excluded: a. Building Permits fees,Trade Permit fees, Occupancy Permit fees, Impact fees, Connection fees and Assessments. b. Builder's risk insurance and deductibles. c. Site Security other than Screened Construction Fencing. d. Cost of all utility usage and trash removal services to the buildings after substantial completion is achieved. e. FPL transformers, Primary Conduits and wire, and Deposits. f. Cable TV/Phone equipment and cable or phone wire from service point to communication room(s) and cable or phone wire from communication room(s)to end point. g. Fire Alarm Monitoring Service Cost. h. Water Meters, Fees and Deposits. i. Provisions for owner/architect offices. j. Commissioning and/or special testing engineer services. k. Removal, relocations, and main line installations to building(s) point, including fiber optics, gas (including meter), power, phone, cable, etc. These shall be provided by the appropriate service provider. I. Mock up rooms/units not incorporated into the finish product. m. Owner FF&E unless specifically addressed in the plans and specifications. n. Construction contingency and escalation. o. Material Testing Cost,Threshold or Special Inspectors and Inspection/Sequencing Costs. p. Removal, disposal, remediation, and premiums associated with unforeseen or unsuitable soil conditions, hazardous materials, or other materials requiring a controlled removal/disposal. q. Asbestos inspections, reporting documentation and "All Clean" Certifications. r. Any special labor rates that may be required by project location,funding, municipality governance, etc. such as Davis Bacon Act. s. Removal of any existing structures. t. Any shoring or sheet piling to install new foundation if required. u. Blower door testing at building entry doors. v. This proposal does not include any site work including utilities outside the vertical construction limits and what is shown on the Permit set of plans. w. The use of only US fabricated products. This proposal includes items manufactured outside of the US. 3. This proposal is based on of the following documents and plans: a. 100%CD Review Set with the following dates: i. General Drawings—3/26/2018 ii. Structural Drawings—no date iii. Architectural Drawings—3/26/2018 (sheet A3.06 has no date) iv. Civil Drawings—3/23/2018 (sheets C4.00-C4.20 have no date) v. Fire Protection Drawings—3/26/2018 vi. Plumbing Drawings—3/26/2018 vii. Mechanical Drawings—3/26/2018 viii. Electrical Drawings—3/26/2018 b. Geotechnical Report completed by Nutting Engineers dated September 2017. c. Project Specifications dated 4/13/2018 4. It is anticipated that work will be performed during normal business hours (7:00 AM to 5:00 PM) including Saturdays, if required. 5. Plan/Drawing Revit Model and CAD Files shall be provided by the Owner as required for use by KL subcontractors in their preparation of Shop Drawings for the project. 6. Regarding temporary and permanent power, temporary or construction power will be the responsibility of KL in its entirety. On permanent power and consumption, KL is responsible for secondary power feeds complete. Once the permanent meter(s) have been installed by FPL for the project which cost and installation is an owner responsibility and required for equipment testing, KL will no longer be responsible for power consumption. ALLOWANCES This Proposal includes the following allowances, which accounts for cost of labor, material, freight and handling, taxes, insurance, subcontractor markup, bond premium and all ancillary costs (if applicable): 1. Irrigation System -$30,000 2. Retaining Wall/Gravity Wall -$35,000 3. Metal Screen System -$95,000 4. Floor Moisture Protection -$20,274 ($0.85/SF) 5. Walk-off Mats -$1,200 6. Exterior Building Lettering-$10,000 7. Monument Sign -$20,000 DIVISION 02- SITE WORK 1. We have included an allowance for an irrigation system, reference allowances above. 2. Bicycle share rack is excluded and assumed to be handled by others. 3. Retaining/gravity wall and all associated design and engineering is included as an allowance, reference allowance above. 4. Kaufman Lynn will begin work at a rough graded and level site of 5.7 NAVD which will be handled by owner. 5. Vibro-replacement is included under the foundations at the school only, no vibro-replacement is included at the gymnasium. 6. Propane tank, pressure regulator, and associated components are excluded and assumed to be provided by the owner's utility vendor. 7. All meters will be provided by local utility providers.They will be purchased by the owner and installed by the contractor. DIVISION 03- CONCRETE 1. Any miscellaneous rebar allowances are not included. 2. No product information or specification for formliners were included in the bid documents so we have included $6.22/SF for standard formliners. Pricing is subject to change pending product specifications. DIVISION 04- MASONR) 1. N/A DIVISION 05- METALS 1. Stairs/railings/lifts/etc.to access the mezzanine area in the gymnasium is excluded. 2. Exterior metal screen is included as an allowance, reference allowances above. 3. No motors or operators are included at the vehicular gates, gates are manually operated only. DIVISION 06-WOOD AND PLASTICS 1. This proposal does not include any wood products that will meet"Green," or LEED standards. 2. Cabinet doors (except science lab casework which is included per basis of design) included as particle board w/ P/Lam outside and white melamine inside. Plywood cabinet doors are excluded. 3. Cabinet box (except science lab casework which is included per basis of design) included as particle board w/ P/Lam outside and white melamine inside. 4. Corridor work station per detail 2/A8.01 included at levels 2,3, and 4. DIVISION 07-THERMAL AND MOISTURE Roofing 1. Roofing installation includes a TPO roof over R-20 rigid insulation. 2. Per RFI response, waterproofing at the parapets is required at roofer's discretion,TPO has been extended up and over the parapets. Waterproofing 1. Caulking at tilt-wall panels is included. 2. Waterproofing at parapet walls is excluded. Roofing extends up and over parapet. Fireproofing 1. Cafco Blaze Shield II spray fireproofing at high school floor decks, roof deck, and columns to achieve a 1hr rating is included. 2. Fireproofing for Gymnasium is not shown or specified, and therefore excluded. Insulation 1. Includes Fi-Foil AA-2 Vapor Shield @ exterior masonry walls and BATT insulation/sound attenuation at interior partitions. DIVISION 08- DOORS &WINDOWS 1. We exclude all fire rated exterior windows per note 8.52 except at the interior stair#2 walls on all four levels. 2. Finish of aluminum window/curtain wall frames included as clear anodized per plan details in lieu of A44 anodized to 215-R1 per spec 085113/2.7 Finish. We exclude A44 anodized to 215- R1 finish per specification section (085113/2.7). 3. Exterior doors at all four openings to gymnasium included as hollow metal in lieu of solid core wood as shown in door schedule. 4. SHGC& U-Values were not found. Solarban 70 (or equal) is included per keynotes 8.41 &8.51. 5. Window mark 94 at gymnasium included as horizontal slider in lieu of casement type. DIVISION 09- FINISHES Drywall and framing 1. FRP Panels included at warming kitchen and pantry walls. 2. Drywall package includes aluminum soffit and fascia for exterior storefront roofs. 3. No high-impact wall board specified and is excluded. Acoustical Ceiling 1. Includes ACT w/ 15/16" grid by Armstrong. C3 is Ultima and C6 is Kitchen Zone. 2. Includes Vector trim clouds at dining. Acoustical Wall Treatment 1. No comments Stucco 1. Stucco at dumpster enclosure walls is excluded. Walls are tilt wall with Tex-Cote per addendum. Flooring 1. Vinyl tile and carpet are applied with direct glue-down installation. 2. CP01 TBD carpet tile included as allowance by flooring contractor. 3. VCT Premium Excelon Raffia and Standard Excelon Imperial for VCT01-04 are included. Also includes WB01 Armstrong vinyl base. 4. VCT05-06 not shown and excluded. 5. Bedrosians 12 x 24" floor tile at water fountains and 12 x 12" Daltile "Unity" at restroom walls are included. 6. Basic floor prep included as allowance by flooring contractor. 7. Floor moisture protection is included as an allowance under carpet, VCT, and sports flooring areas on the ground floor only. See allowances above. 8. Allowance for floor protection has been included. Paint 1. One primer and one finish coat is included for both interior and exterior paint. 2. Exterior paint for tilt-up concrete walls shall be Tex-Cote. 3. Painting and/or color coding for any MEP& Fire Sprinkler piping/ductwork&equipment are excluded. 4. Epoxy flooring unspecified. We include a complete Epoxy floor system with color and texture selections from STANDARD availability. DIVISION in- SPFriAl TIFS 1. Allowance provided for monument sign and exterior lettering on school building. 2. All other signage included and may be subject to revision until a specific signage schedule is agreed upon. Plans did not provide any information for signage. 3. We exclude white boards, marker boards, projection screens, etc. We envision these to be FFE by owner. DIVISION 11- EQUIPMENT Food Service 1. No specifications provided.Appliance package included per floor plan and cut-sheets from 30% CD effort. Gym Equipment 1. Includes Performance Sports Systems (PSS) goals, back-stops,winches, and keyswitch operation. 2. PSS fold-up divider curtain is included. 3. PSS volley ball sleeves are included. 4. PSS 2 x 6' wall pads are included. 5. Scoreboards by Nevco w/wireless communication kits are included. 6. Hussey Maxam26 electric telescopic bleachers included with pendant control operation. Kiln 1. Allowance for kiln has been included based off hotkilns.com and cut-sheets from 30%CD drawings. DIVISION 12- FURNISHING 1. Blinds included are vertical PVC w/wand control per RFI #2, response 007 dated 4.18.18. 2. We exclude blinds at the following window marks:101/ 114, and at all curtain walls, stairs#1 and#2, and restrooms. DIVISION 13- SPECIAL CONSTRUCTION 1. N/A DIVISION 14- CONVEYANCE 1. We are providing one (1/each) 3,000 lbs. Otis Gent Control Roomless Elevator as specified. DIVISION 15- MECHANICAL Fire Protection 1. Contractor to submit fire protection shop drawings and calculations by a professional engineer. 2. A 750 GPM Fire pump,jockey pump and controls are included as specified. 3. We are including only one stand pipe as indicated on the Drawings. 4. We are including one fire hose valve at each level of Stair#2, however fire cabinets and hoses are excluded. Plumbing 1. We are including 25 feet of underground gas pipe. Gas tank and gas regulator are excluded. 2. We are excluding Plumbing Extended Warranty as indicated on Specification Section 220500, paragraph 3.16.E.6. 3. We are excluding gas water heaters, packaged water heating system and water softeners as indicated on Specification Section 223000, Paragraph 2.4 and 3.2.B.This equipment is not shown on the Drawings. 4. We are including only Gas and Water services to the Science Classroom. Isimet equipment detail shown on Sheet P5.20, only shows Gas and Water service, while Detail 3/E8.01 shows Gas, Water and Air services. HVAC 1.We are including Johnson Controls for the HVAC Direct Digital Control System. 2. We are including the integration of the Electrical Sub-panels Meters into the HVAC DDC System. Doing this, eliminates the need of a separate control system that monitor the electrical consumption (Energy Power Monitoring System controls). 3. We are excluding Specification Section 230500, Paragraph 1.2.F; HVAC contractor to install Owner's supply equipment only shown on the Drawings. 4. Fire and/or smoke dampers are excluded.They are not shown on the Drawings. 5. We are excluding white finish painting for the roof mounted HVAC equipment as indicated on sheet A2.50. DIVISION 16- ELECTRICAL 1. We are including power and disconnects to Overhead Door at the Gymnasium Building(1 Each). 2. We are excluding Specification Section 260000, Paragraph 1.1.C., Fault and Coordination Study. 3. We are excluding Specification Section 260000, Paragraph 1.4, Emergency Generator. No Emergency Generator is shown on the Drawings. 4. We are excluding Specification Section 262726, Paragraphs 2.2 and 2.3, Hospital grade receptacles and stainless-steel wall plates. 5. We are excluding General Plan Notes#4/E1.02; we are providing the quantity of poles and fixtures as shown on the Drawings only. 6. We are including 2/each—4" underground conduits for Telecommunication Services.Total length to be assumed to be equal to the length of the Primary Feeders as shown on sheet E1.02. 7. We are providing an additional 4/each fixtures type "ME" at the exterior of the Classroom Building; stairwells exit doors, Fire Pump room and Main Electrical room doors. 8. We are providing an additional 4/each fixtures type "A" at the Gymnasium Building Mezzanine area. 9. We are providing Cable Trays only at the IT rooms as indicated on sheet E5.03. Additional cable trays are excluded. 10. We are providing empty raceways with pull strings only for all Low Voltage Systems. Clock, Access Control, Communications, Intercom, Video Surveillance, Security and EMS systems are excluded. 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F _� W o N 0 _ W W a N 0_ € W 0_ rn v = O ¢ m" B a a > a >�° _ m ii ¢ w LL a m w m m' � 9 LL m m ii s a a 0 r"i m" ¢ a a" m 1 m w w w _ w w 0 Uy' Uy' Uy' Uy' LL C9 Z m J m o d a r°iddddd LL LLLL a a d wa o w m m O I I I I � 0 0 EXHIBIT4 Aventura Charter High School Drawing Log Drawing# Name Date G0.00 Cover Sheet 3/26/2018 G0.01 Index Sheet 3/26/2018 G0.02 General Project Info 3/26/2018 G0.10 Project Code Sheet 3/26/2018 G2.00 Gymnasium Life Safety 3/26/2018 G2.01 Ground Floor Life Safety 3/26/2018 G2.02 Second Floor Life Safety 3/26/2018 G2.03 Third Floor Life Safety 3/26/2018 G2.04 Fourth Floor Life Safety 3/26/2018 51.0 Structural Notes No Date 51.1 Structural Schedules No Date 52.0 Foundation Plan -Classroom No Date 52.1 Second Floor Framing Plan -Classroom No Date 52.2 Third Floor Framing Plan -Classroom No Date 52.3 Fourth Floor Framing Plan -Classroom No Date 52.4 Roof Framing Plan -Classroom No Date 52.5 Gymnasium Plan No Date 52.6 Panel Layout Plan No Date 53.0 Rear Stair Wall Section No Date 53.1 Front Wall Section No Date 53.2 Building Section No Date 53.3 Section Through Main Entry No Date 53.4 Front Entry Isos No Date 53.5 Building Sections No Date 53.6 Gym Sections No Date 54.0 Foundation Details No Date 54.1 Framing Details No Date 54.2 Framing Details No Date 55.0 Panel Details No Date 55.1 Panel Details No Date 55.2 Panel Details No Date A0.10 Partition Types 3/26/2018 A0.20 Finish Schedule 3/26/2018 A0.21 Typical Mounting Heights 3/26/2018 A0.31 Door Schedule 3/26/2018 A0.35 Door Details 3/26/2018 A0.40 Window& Curtain Wall Types 3/26/2018 A0.45 Window& Curtain Wall Types 3/26/2018 A0.46 Window Details 3/26/2018 A1.01 Overall Site Plan 3/26/2018 A1.03 Site Details 3/26/2018 A1.04 Site Details 3/26/2018 A1.05 Site Details 3/26/2018 A2.00 Gymnasium Floor Plan 3/26/2018 A2.10 Overall Ground Level Plan 3/26/2018 A2.20 Floor Plan Level 2 3/26/2018 A2.30 Floor Plan Level 3 3/26/2018 A2.40 Floor Plan Level 4 3/26/2018 A2.50 Roof Plan 3/26/2018 A2.60 Gymnasium Roof Plan 3/26/2018 A3.00 Gymnasium Reflected Ceiling Plan 3/26/2018 A3.01 Overall Reflected Ceiling Plan -Ground Floor 3/26/2018 A3.02 Reflected Ceiling Plan - Level 2 3/26/2018 A3.03 Reflected Ceiling Plan - Level 3 3/26/2018 A3.04 Reflected Ceiling Plan - Level 4 3/26/2018 A3.05 Enlarged Reflected Ceiling Plan 3/26/2018 A3.06 Enlarged Reflected Ceiling Plan -Administration No Date A3.07 Ceiling Details 3/26/2018 A4.00 Enlarged Floor Plan of Gym 3/26/2018 A4.01 Enlarged Floor Plan of Administration Area 3/26/2018 A4.02 Enlarged Floor Plan & Elevations of Restrooms 3/26/2018 A4.03 Enlarged Floor Plan & Elevations of Music Room 3/26/2018 A4.04 Enlarged Floor Plan & Elevations of Art Room 3/26/2018 A4.05 Enlarged Floor Plan & Elevations of Typ. Classroom 3/26/2018 A4.06 Enlarged Floor Plan & Elevations of Kitchen 3/26/2018 A4.50 Enlarged Floor Plans of Stair 1 3/26/2018 A4.51 Enlarged Floor Plans of Stair 2 3/26/2018 A4.52 Enlarged Floor Plans of Elevator 3/26/2018 A6.00 Gymnasium Exterior Elevations 3/26/2018 A6.01 School Building Elevations - Exterior 3/26/2018 A6.02 School Building Elevations - Exterior 3/26/2018 A6.11 Elevations- Enlarged 3/26/2018 A7.00 Gymnasium Building Sections 3/26/2018 A7.01 Building Sections 3/26/2018 A7.02 Building Sections 3/26/2018 A7.03 Building Sections 3/26/2018 A7.50 Gymnasium Wall Sections 3/26/2018 A7.51 School Building Wall Sections 3/26/2018 A7.52 School Building Wall Sections 3/26/2018 A7.53 School Building Wall Sections 3/26/2018 A7.70 Wall Section Details 3/26/2018 A7.71 Wall Section Details 3/26/2018 A7.72 Roof Details 3/26/2018 A7.75 Stair 1 & 2 Sections 3/26/2018 A7.76 Elevator Section 3/26/2018 A7.90 Stair Details 3/26/2018 A8.00 Gymnasium Interior Elevations 3/26/2018 A8.01 Interior Elevations 3/26/2018 A8.02 Interior Elevations 3/26/2018 A8.50 Interior Details 3/26/2018 AF2.00 Gymnasium Finish Floor Plan 3/26/2018 AF2.10 Ground Level Finish Floor Plan 3/26/2018 AF2.20 Finish Floor Plan Level 2 3/26/2018 AF2.30 Finish Floor Plan Level 3 3/26/2018 AF2.40 Finish Floor Plan Level 4 3/26/2018 C0.01 General Notes 3/23/2018 C1.00 Site Plan 3/23/2018 C1.01 Horizontal Control Plan 3/23/2018 C1.02 Existing& Proposed Easement Plan 3/23/2018 C2.00 Erosion Control Plan 3/23/2018 C2.10 Erosion &Sediment Control Details 3/23/2018 C2.50 Demolition Plan 3/23/2018 C3.00 Paving, Grading, & Drainage Plan 3/23/2018 C3.01 Paving, Grading, & Drainage Plan 3/23/2018 C3.10 Paving, Grading, & Drainage Details 3/23/2018 C3.11 Paving, Grading, & Drainage Details 3/23/2018 C3.12 Paving, Grading, & Drainage Details 3/23/2018 C3.20 Grading Profiles 3/23/2018 C4.00 WASD Notes No Date C4.01 Overall Utility Plan No Date C4.02 Utility Plan No Date C4.03 Utility Plan No Date C4.10 Watermain Profiles No Date C4.20 Sewer Profiles No Date 1-0.00 Tree Disposition Plan 3/23/2018 1-0.01 Tree Disposition Plan 3/23/2018 1-0.02 Tree Disposition Plan 3/23/2018 1-1.00 Landscape Plan 3/23/2018 1-1.01 Landscape Plan 3/23/2018 1-1.10 Landscape Details 3/23/2018 1-1.11 Landscape Notes 3/23/2018 FP0.01 Legend General Notes 3/26/2018 FP1.01 Fire Protection Site Plan 3/26/2018 FP2.01 Fire Protection Floor Plan -Classroom - Level 1 3/26/2018 FP2.02 Fire Protection Floor Plan -Classroom - Level 2 3/26/2018 FP2.03 Fire Protection Floor Plan -Classroom - Level 3 3/26/2018 FP2.04 Fire Protection Floor Plan -Classroom - Level 4 3/26/2018 FP2.05 Fire Protection Floor Plan -Gymnasium 3/26/2018 FP3.01 Fire Protection Fire Pump Room 3/26/2018 FP4.01 Fire Protection Sections-Classroom 3/26/2018 FP4.02 Fire Protection Sections-Gymnasium 3/26/2018 FP5.01 Fire Protection Details 3/26/2018 FP5.02 Fire Protection Details 3/26/2018 P0.01 General Notes, Legend, & Schedule 3/26/2018 P0.02 Plumbing Schedules 3/26/2018 P2.10 Gymnasium Floor Plans 3/26/2018 P2.11 Ground Level Sanitary Floor Plan 3/26/2018 P2.12 Ground Level Domestic Water Floor Plan 3/26/2018 P2.21 Second Level Sanitary Floor Plan 3/26/2018 P2.22 Second Level Domestic Water Floor Plan 3/26/2018 P2.31 Third Level Sanitary Floor Plan 3/26/2018 P2.32 Third Level Domestic Water Floor Plan 3/26/2018 P2.41 Fourth Level Sanitary Floor Plan 3/26/2018 P2.42 Fourth Level Domestic Water Floor Plan 3/26/2018 P2.50 Gymnasium Roof Level Plumbing Plan 3/26/2018 P2.51 Roof Level Plumbing Plan 3/26/2018 P3.10 Enlarged Views - Plumbing Plans 3/26/2018 P4.10 Overall Storm Riser Diagram 3/26/2018 P4.11 Ground Level -Sanitary Riser Diagram 3/26/2018 P4.12 Ground Level - Domestic Water Riser Diagram 3/26/2018 P4.21 Group Restroom - Riser Diagrams 3/26/2018 P5.10 Plumbing Details 3/26/2018 P5.20 Plumbing Details 3/26/2018 M0.01 General Notes, Legend, & Schedule 3/26/2018 M0.02 Mechanical Schedules 3/26/2018 M0.03 Mechanical Schedules 3/26/2018 M1.01 Mechanical Floor Plan - Level 1 3/26/2018 M1.02 Mechanical Floor Plan - Level 2 3/26/2018 M1.03 Mechanical Floor Plan - Level 3 3/26/2018 M1.04 Mechanical Floor Plan - Level 4 3/26/2018 M1.05 Mechanical Roof Plan -Classrooms 3/26/2018 M1.06 Mechanical Roof Plan -Gymnasium 3/26/2018 M2.01 Enlarged Mechanical Room & Sections - Level 1 3/26/2018 M2.02 Enlarged Mechanical Room & Sections - Level 2 3/26/2018 M2.03 Enlarged Mechanical Room & Sections - Level 3 3/26/2018 M2.04 Enlarged Mechanical Room & Sections - Level 4 3/26/2018 M3.01 Mechanical Isometrics 3/26/2018 M3.02 Mechanical Isometrics 3/26/2018 M3.03 Mechanical Isometrics 3/26/2018 M4.01 Mechanical Details 3/26/2018 M4.02 Mechanical Details 3/26/2018 M4.03 Mechanical Details 3/26/2018 M5.01 Mechanical Controls 3/26/2018 M5.02 Mechanical Controls 3/26/2018 M5.03 Mechanical Controls 3/26/2018 M6.01 Mechanical VRV Piping Schematic 3/26/2018 M6.02 Mechanical VRV Piping Schematic 3/26/2018 M6.03 Mechanical VRV Piping Schematic 3/26/2018 E0.01 General Notes& Legend 3/26/2018 E1.01 Photometrics Site Plan 3/26/2018 E1.02 Electrical Site Plan 3/26/2018 E1.03 Enlarged Canopy Plan 3/26/2018 E2.10 Gymnasium Lighting Plan 3/26/2018 E2.11 First Floor Lighting Plan 3/26/2018 E2.20 Second Floor Lighting Plan 3/26/2018 E2.30 Third Floor Lighting Plan 3/26/2018 E2.40 Fourth Floor Lighting Plan 3/26/2018 E3.10 Gymnasium Power Plan 3/26/2018 E3.11 First Floor Power Plan 3/26/2018 E3.20 Second Floor Power Plan 3/26/2018 E3.30 Third Floor Power Plan 3/26/2018 E3.40 Fourth Floor Power Plan 3/26/2018 E3.50 Electrical Roof Plan 3/26/2018 E4.10 Gymnasium Systems Plan 3/26/2018 E4.11 First Floor Systems Plan 3/26/2018 E4.20 Second Floor Systems Plan 3/26/2018 E4.30 Third Floor Systems Plan 3/26/2018 E4.40 Fourth Floor Systems Plan 3/26/2018 E5.01 Enlarged Electrical Rooms 3/26/2018 E5.02 Enlarged Electrical Rooms 3/26/2018 E5.03 EnlargedlT Rooms 3/26/2018 E6.01 Electrical Power Riser Diagram 3/26/2018 E6.02 Fire Alarm Riser Diagram 3/26/2018 E6.03 Systems Riser Diagram 3/26/2018 E6.04 Systems Riser Diagram 3/26/2018 E6.05 Systems Riser Diagram 3/26/2018 E6.06 Lighting Control Riser Diagram 3/26/2018 E7.01 Lighting Fixture Schedule 3/26/2018 E7.02 Electrical Equipment Schedules 3/26/2018 E7.03 Panelboard Schedules 3/26/2018 E7.04 Panelboard Schedules 3/26/2018 E7.05 Panelboard Schedules 3/26/2018 E7.06 Panelboard Schedules 3/26/2018 E7.07 Panelboard Schedules 3/26/2018 E7.08 Panelboard Schedules 3/26/2018 E8.01 Electrical Details 3/26/2018 E8.02 Electrical Details 3/26/2018 E8.03 Electrical Details 3/26/2018 THE CITY OF AVENTURA PGAL PROJECT NO.R1003781 AVENTURA CHARTER HIGH SCHOOL 100%CD SUBMITTAL—April 13,2018 TABLE OF CONTENTS COVER TABLE OF CONTENTS DIVISION 1 - GENERAL REQUIREMENTS-As Required per Kaufman Lynn DIVISION 5-METALS 055100 METAL STAIRS 055200 METAL RAILINGS DIVISION 6—WOOD,PLASTIC AND COMPOSITES 061000 ROUGH CARPENTRY 064100 CUSTOM CASEWORK DIVISION 7- THERMAL AND MOISTURE PROTECTION 072114 EXTRUDED POLYSTYRENE BOARD INSULATION 072116 BATT INSULATION 075200 MODIFIED BITUMEN MEMBRANE ROOFING 077233 ROOF HATCHES 078400 FIRESTOP SYSTEMS 079200 JOINT SEALANTS DIVISION 8- OPENINGS 081100 METAL DOORS AND FRAMES 081400 SOLID CORE WOOD DOORS 083100 ACCESS DOORS AND FRAMES 083313 COILING COUNTER DOORS 085113 ALUMINUM WINDOWS 087100 DOOR HARDWARE 088000 GLAZING 089119 FIXED LOUVERS DIVISION 9-FINISHES 092214 METAL FURRING AND LATHING 092900 GYPSUM BOARD SYSTEMS 095100 ACOUSTICALCEILINGS 096400 WOOD FLOORING 096500 RESILIENT FLOORING 096813 TILE CARPETING 099113 EXTERIOR PAINTING 099123 INTERIOR PAINTING TABLE OF CONTENTS Page 1 of 4 THE CITY OF AVENTURA PGAL PROJECT NO.R1003781 AVENTURA CHARTER HIGH SCHOOL 100%CD SUBMITTAL—April 13,2018 DIVISION 10- SPECIALTIES 102100 TOILET COMPARTMENTS AND CUBICLES 102800 TOILET ACCESSORIES 107326 WALKWAY COVERINGS 107500 FLAGPOLES DIVISION 14- CONVEYING SYSTEMS 142123.16 MACHINE ROOM-LESS ELECTRIC TRACTION PASSENGER ELEVATORS DIVISION 21—FIRE SUPPRESSION 210000 FIRE SUPPRESSION DIVISION 22 - PLUMBING 220500 BASIC PLUMBING REQUIREMENTS 220529 HANGERS AND SUPPORTS FOR PLUMBING PIPING 220553 PLUMBING IDENTIFICATION 220593 TESTS-PLUMBING PIPING SYSTEMS 220719 PLUMBING PIPING INSULATION 221000 PLUMBING PIPING 221100 FACILITY POTABLE WATER DISTRIBUTION 221300 FACILITY SANITARY DISTRIBUTION 222000 PLUMBING SPECIALTIES 223000 PLUMBING EQUIPMENT DIVISION 23—MECHANICAL 230500 BASIC HVAC REQUIREMENTS 230513 MOTOR REQUIREMENTS FOR HVAC 230523 VALVES 230529 HANGERS AND SUPPORTS FOR HVAC PIPING 230548 HVAC VIBRATION CONTROL 230553 IDENTIFICATION FOR HVAC PIPING AND EQUIPMENT 230593 TESTING,ADUSTING AND BALANCING(TAB)OF HVAC 230713 DUCTWORK INSULATION 230716 HVAC PIPE AND EQUIPMENT INSULATION 230900 DIRECT DIGITAL CONTROL SYSTEM 232300 REFRIGERATION PIPING 233100 DUCTWORK 233300 AIR DUCT ACCESSORIES 233423 HVAC POWER VENTILATORS 233600 AIR TERMINAL UNITS 234000 HVAC AIR FILTERS 237313 GRILLES,REGISTERS AND DIFFUSERS 237413.01 PACKAGED ROOFTOP AIR CONDITIONING UNITS (3-10 TONS) TABLE OF CONTENTS Page 2 of 4 THE CITY OF AVENTURA PGAL PROJECT NO.R1003781 AVENTURA CHARTER HIGH SCHOOL 100%CD SUBMITTAL—April 13,2018 237413.02 PACKAGED ROOFTOP AIR CONDITIONING UNITS(15 TON UNITS) 237413.03 PACKAGED ROOFTOP AIR CONDITIONING UNITS(20-60 TONS) 238126 DUCTESS DX SPLIT SYSTEMS DIVISION 26—INTEGRATED AUTOMATION 255000 ENERGY MANAGEMENT AND CONTROL SYSTEM DIVISION 26—ELECTRICAL 260000 WORK INCLUDED 260001 BASIC ELECTRICAL REQUIREMENTS 260127 CODES,FEES AND STANDARDS 260500 BASIC MATERIALS AND METHODS 260513 BUILDING WIRE AND CABLE 260526 GROUNDING 260529 SUPPORTING DEVICES 260533 RACEWAYS 260534 BOXES 260543 EXTERIOR ELECTRICAL WORK UNDERGROUND 260553 ELECTRICAL IDENTIFICATION 260570 TESTING 262210 DRY TYPE TRANSFORMERS 262413 SWITCHBOARDS 262416 CIRCUIT BREAKER PANELBOARDS 262417 DISTRIBUTION PANELBOARDS 262716 CABINETS AND ENCLOSURES 262726 WIRING DEVICES 262800 SURGE PROTECTIVE DEVICES 262813 FUSES(600 VOLT AND BELOW) 262816 CIRCUIT AND MOTOR DISCONNECTS 262817 OVERCURRENT PROTECTIVE DEVICES 262839 COMBINATION MOTOR STARTERS 262840 MOTOR CONTROLS 262910 ELECTRIC CONTROLS AND RELAYS 262914 CONTACTORS 262923 ADJUSTABLE FREQUENCY(VARIABLE SPEED)DRIVE UNITS 264100 LIGHTNING PROTECTION FOR STRUCTURES 265100 LIGHTING FIXTURES 265114 INTERIOR LIGHTING 265200 EMERGENCY LIGHTING EQUIPMENT 265201 WIRING FOR EQUIPMENT FURNISHED BY OTHERS 265600 EXTERIOR LIGHTING DIVISION 27-DATA COMMUNICATIONS 270500 TELEPHONE AND DATA RACEWAY SYSTEM 274100 CABLE TV RACEWAY SYSTEM 274116 SOUND SYSTEM RACEWAY SYSTEM TABLE OF CONTENTS Page 3 of 4 THE CITY OF AVENTURA PGAL PROJECT NO.R1003781 AVENTURA CHARTER HIGH SCHOOL 100%CD SUBMITTAL—April 13,2018 DIVISION 28-ELECTRONIC SAFETY AND SECURITY 281600 INTRUSION DETECTION RACEWAY SYSTEM 283100 FIRE ALARM AND SMOKE DETECTION SYSTEMS DIVISION 31-EARTHWORK 313116 TERMITE CONTROL DIVISION 32-EXTERIOR IMPROVEMENTS END OF TABLE OF CONTENTS TABLE OF CONTENTS Page 4 of 4 EXHIBIT 5 SCHEDULE OF INSURANCE 1. Policies. The following policies shall be procured and exchanged prior to the Commencement of Work and maintained for such longer periods as required by the Contract Documents. All of the following insurance coverages shall be placed with insurance companies rated A-VII or better by the most current Best's Key Rating Guide and approved by Owner. Such insurance companies shall be licensed to do business in the State of Florida. The Date of Commencement shall not occur until those requirements set forth in the Contract Documents have been achieved and the insurance policies procured by Owner has been produced and accepted by Construction Manager. 1.1 Worker's Compensation and Employers' Liability Insurance. Construction Manager shall provide: (a) Worker's Compensation Insurance with statutory benefits and limits which shall fully comply with all State and Federal requirements applying to this insurance; which shall include Broad Form All States Endorsement, and which shall contain a waiver of subrogation in favor of Owner and all other entities identified at Paragraph 1.3(a), below. (b) Coverage"B" Employer's Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident, One Million Dollars ($1,000,000.00) each employee for bodily injury due to disease and One Million Dollars ($1,000,000.00) policy limit on bodily injury due to disease. 1.2 Business Automobile Liability Insurance. Construction Manager shall provide Automobile Liability Insurance in Construction Manager's name including owned, non-owned, leased and hired motor vehicle coverage. Limits of Liability shall not be less One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury and property damage. Owner entities as outlined Paragraph 1.3(a), below, shall be named as additional insureds. 1.3 Commercial General Liability Insurance. Construction Manager shall procure a Commercial General Liability Insurance policy to protect, without limitation, against claims of: Bodily Injury, Property Damage, Personal Injury, Blanket Explosion, Collapse and shall not contain an endorsement excluding Underground Hazard Coverage (commonly referred to as X, C & U Hazards), with combined single limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) per project annual aggregate. Such liability policies must be further endorsed to include: (a) Owner shall be referenced as "Additional Insureds" on the policy. (b) The Owner's respective members, managers, directors, trustees, agents, employees and servants as "Additional Insureds." The policy shall identify all Additional Insureds on an endorsement to the policy in form and substance substantially the equivalent of ISO endorsement CG 2010 04/13. The policy will also specifically include an endorsement in form and substance substantially the equivalent of ISO endorsement CG 2037 04/13. (c) Stipulate that such insurance is primary and is not additional to or 1 contributing with, any other insurance carried by, or for the benefit of the Additional Insureds. Such insurance shall not be reduced by the existence of other insurance available to the Additional Insureds. d) Waive any and all right of subrogation against all Additional Insureds. Construction Manager shall require the Subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policy shall provide such waiver of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged. (b) Contain cross liability and severability of interest endorsements. (c) State that the aggregate limits of the policy apply on a per project basis. (d) Provide Personal Injury Coverage, with limits not less than One Million Dollars ($1,000,000). (g) The policy shall include $2,000,000 per project Products Completed Operations Coverage Limit. (h) Products completed operations coverage shall be maintained through the ten (10) year Statute of Repose. 1.4 Property Insurance. The Owner shall obtain, pay for and maintain builder's risk insurance from the Commencement Date until the date that Contractor reaches Substantial Completion of the project. The Builder's Risk Insurance shall be on an "all-risk" form and replacement costs basis for 100% of the value of the Work, and shall include insurance against the perils of fire(with extended coverage)and physical loss or damage, including theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework, and excavation collapse. The Builder's Risk shall not be required to cover any tools, apparatus, machinery, scaffolding, hoists, forms, staging, shoring and other similar items commonly referred to as construction equipment, which may be on the site and the capital value of which is not included in the Work. (a) This insurance shall insure the interests of the Owner, the Contractor, Subcontractors and Sub-subcontractors, as their interests may appear, in the Work and shall insure against all risk of physical damage subject to standard exclusions. Losses not covered by Owner's insurance or Contractor's insurance shall be borne pursuant to the provisions of the Contract. If the Contractor is damaged by failure of the Owner to purchase or maintain such insurance and to so notify the Contractor, the Owner shall bear all reasonable costs properly attributable thereto. Owner will maintain a $10,000 deductible limit under the Builders' Risk Insurance provided by Owner and losses within the deductible amount will be paid by the Contractor or the responsible Subcontractor only if the loss was caused by Contractor or its Subcontractor's negligence; otherwise Owner shall be responsible for such Deductibles. The Owner shall provide evidence that it has secured Builder's Risk insurance before the Date of Commencement 2 and shall provide a copy of the Builder's Risk policy within thirty (30) days Contractor has begun Work. (b) Should Owner elect to provide any materials, furniture, fixtures and/or equipment to be installed by the Contractor, its Subcontractors or Sub- subcontractors, the cost of which is not included in the Contract Price, the value of such materials, furniture, fixtures and/or equipment will be included in the amount of Builders' Risk limit liability as shown on the policy to be purchased and maintained by the Owner. (c) In the event of a loss, the Owner reserves the right to adjust and settle any claims with the insurer. Any settlement shall be made payable to the Owner as the loss payee on the Builder's Risk policy, as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgagee clause. The Contractor shall pay each Subcontractor a just share of any insurance moneys received by the Contractor, and by appropriate agreement, written where legally required for validity, shall require each Subcontractor to make payments to its Subcontractors in similar manner. (d) The Owner and Contractor waive all rights against each other, the Subcontractors, and the agents and employees each of the other, for damages caused by fire or other perils to the extent covered by insurance obtained or required to be obtained pursuant to the provisions of Section 1.4(a), except for such rights as they may have to the proceeds of such insurance by Owner as trustee, and except as to deductibles provided for elsewhere in this Exhibit or the Contract. (e) If the Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion thereof, such occupancy shall not commence prior to a time mutually agreed to by the Owner and Contractor and to which the insurance company or companies providing the property insurance have consented by endorsement to the policy or policies. This insurance shall not be cancelled or lapsed on account of such partial occupancy. Consent of the Contractor and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. (f) The Owner and Contractor waive all rights against each other, the Subcontractors, and the agents and employees each of the other, for damages caused by fire or other perils to the extent covered by insurance obtained or required to be obtained pursuant to the provisions of Section 1.4(a), except for such rights as they may have to the proceeds of such insurance by Owner as trustee, and except as to deductibles provided for elsewhere in this Exhibit or the Contract. (g) All policies shall provide a 30-day notice requirement to the Owner before any policy or endorsement is cancelled. 1.5 Professional Liability Insurance. Construction Manager shall carry professional liability insurance for claims arising from the negligent performance of professional services under the Contract Documents in the amount of$2,000,000 per claim and $4,000,000 in the aggregate. 3 1.6 Umbrella Liability Insurance. Owner shall procure Umbrella Liability Insurance in accordance with the following: (a) Umbrella liability insurance in Owner's and Construction Manager's name with limits no less than Ten Million Dollars ($10,000,000.00). (b) The umbrella liability policy shall provide coverage at least as broad as the coverage furnished under the underlying policies listed in Paragraphs 1.1, 1.2 and 1.3 above and shall include a "broad as primary" endorsement. (c) The Owner and Contractor shall be Named Insureds on a primary and non- contributory basis. (d) This policy shall be maintained through the ten (10)year Statute of Repose. 1.7 Construction Manager's pollution legal liability insurance on an occurrence basis, including coverage for transportation and disposal of waste/hazardous substances (including disposal site) and a microbial matter or similar endorsement (including bodily injury and property damage) that provides coverage for mold and other indoor air quality exposures. Policy limit should have a minimum limit of$1,000,000. The term of the policy must extend for the length of the project with extended reporting/completed operations coverage for a total term of not less than 3 years. 2. Subcontractors. 2.1 Construction Manager shall require Subcontractors to comply with the Worker's Compensation, Employer's Liability and Automobile Liability insurance provisions required of Construction Manager pursuant to the Contract Documents, however, the minimum Employer's Liability limits shall be $500,000 each, and the excess/umbrella liability limits shall be $1,000,000. 2.2 Construction Manager agrees that it will contractually obligate Subcontractors to indemnify and hold harmless the entities identified in Section 3.18.1 of the General Conditions to the same extent that Construction Manager is required to indemnify and hold harmless said entities. 2.3 Construction Manager agrees that it will promptly advise Owner in the event that any Subcontractor which it wishes to retain is unable to obtain such requisite insurance coverages. Construction Manager will obtain Owner's prior written approval of any deviations in such insurance coverages prior to entering into an agreement with such Subcontractor. 2.4 Construction Manager agrees that it will contractually obligate its Subcontractors to promptly advise Construction Manager of any changes or lapses of the requisite insurance coverages and Construction Manager agrees to promptly advise Owner of same. 2.5 Construction Manager assumes all responsibility for monitoring Subcontractor insurance certificates for compliance with the insurance provisions of the Contract Documents. 4 3. Terms and Conditions. 3.1 Before Construction Manager commences the rendition of any Work or services pursuant to the Contract Documents, the Parties shall file with one another (1) valid/original certificate of insurance evidencing that all required insurance is in force. If requested by Owner, Construction Manager shall furnish certified copies of any insurance policies required by this Amended Exhibit E. 3.2 The Parties shall maintain current/valid certificates and endorsements which shall be kept on file at all times during the performance of the Work and any services rendered pursuant to the Contract Documents. Such certificates shall identify the specific Project and location. 3.3 The Parties shall not make changes in or allow the required insurance coverages to lapse without the other's prior written approval thereto. 3.4 The coverage afforded under or pursuant to the Contract shall be primary and non- contributory to any valid and collectible insurance carried separately by any of the Additional Insureds. Further, Construction Manager shall provide no less than thirty (30) days prior written notice to Owner in the event of material alteration, cancellation, non-renewal or expiration of the coverage contained in a policy of insurance required under this Contract or evidenced by such certified copy or Certificate of Insurance. 3.5 Receipt or review by each Party of any copies of insurance policies or insurance certificates, or failure to request such evidence of insurance, shall not relieve that Party of any obligation to comply with the insurance provisions of the Contract Documents. The obligation to procure and maintain any insurance required by the Contract Documents is responsibility of each Party and independent of the duty to furnish a certified copy or certificate of such insurance policies. 3.6 The insurance provisions set forth in the Contract Documents shall not be construed as a limitation on each Party's responsibilities and liabilities pursuant to the terms and conditions of the Contract Documents including, but not limited to, liability for claims in excess of the insurance limits and coverages set forth herein. 3.7 If either Party fails to purchase and maintain, or require to be purchased and maintained, any insurance required under the Contract Documents, the other Party may, but shall not be obligated to, upon three (3) days written notice, purchase such insurance and shall be entitled to be reimbursed by the other Party upon demand. 3.8 When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, each Party shall supply the other Party with Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as was provided by the previous policy. In the event any renewal or replacement policy, for whatever reason obtained or required, is written by a carrier other than that with whom the coverage was previously placed, or the subsequent policy differs in any way from the previous policy, a certified copy of the renewal or replacement policy shall be supplied. All renewal and replacement policies shall be in form and substance satisfactory to, and written by carriers reasonably acceptable to the other Party. 3.9 Construction Manager shall not be responsible for any deductible or self-insured retention amount for insurance required by this exhibit and the same shall in no event be deemed 5 a cost of the Work. All deductible amounts for Commercial General Commercial Liability shall not exceed $2,500 unless otherwise approved in writing by Construction Manager. All deductible amounts for Builder's Risk or Property Insurance to be procured by Owner shall not exceed $10,000.00 unless otherwise approved by Construction Manager. [END OF EXHIBIT 5] 6 CITY OF AVENTURA COMMUNITY SERVICES DEPARTMENT MEMORANDUM TO: City Commission FROM: Susan Grant, City Manage `t 4' BY: Kimberly Merchant, Comm i t entices Director C6714.L4 t t; - DATE: May 1, 2018 )) SUBJECT: Resolution Authorizing the City Manager to execute the attached Agreement with Nunez Tennis Training to perform Professional Tennis Program Management and Court Maintenance Services set forth in RFP No. 18-02-13-2 May 17, 2018 City Commission Meeting Agenda Item 3_C Recommendation: It is recommended that the City Commission adopt the attached Resolution authorizing the City Manager to execute the attached Agreement between the City and Nunez Tennis Training to perform Professional Tennis Program Management and Court Maintenance Services set forth in RFP No. 18-02-13-2. Background: Pursuant to Resolution No. 2018-36 fees were negotiated with Nunez Tennis Training, the top ranked proposal. The attached Agreement provides for Nunez Tennis Training (NTT) to perform professional tennis program management and court maintenance services set forth in RFP No. 18-02-13-2. The Agreement has been reviewed by the City Attorney. The Agreement is for an initial three (3) year term with the option to extend the contract for one (1) additional three-year period. Attachments RESOLUTION NO. 2018- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AWARDING RFP NO. 18-02-13-2 PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES TO NUNEZ TENNIS TRAINING PURSUANT TO THE AGREEMENT ATTACHED AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT BETWEEN THE CITY OF AVENTURA AND NUNEZ TENNIS TRAINING; AUTHORIZING THE CITY MANAGER TO TAKE NECESSARY AND EXPEDIENT ACTION TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Manager of the City of Aventura, Florida has, pursuant to the various laws of the State of Florida and the Code of the City of Aventura, properly solicited and accordingly accepted proposals for RFP NO. 18-02-13-2 CITY OF AVENTURA PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES; and WHEREAS, pursuant to Resolution No. 2018-36 fees were negotiated with Nunez Tennis Training, the top ranked proposal; and WHEREAS, the City Commission, upon the recommendation of the City Manager, is therefore desirous of awarding said contract to Nunez Tennis Training. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA THAT: Section 1. RFP NO. 18-02-13-2, PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES is hereby awarded to Nunez Tennis Training. City of Aventura Resolution No. 2018-_ Section 2. The City Manager is hereby authorized to execute the attached Agreement (Exhibit "A"), between the City of Aventura and Nunez Tennis Training for Professional Tennis Program Management and Court Maintenance Services as per the provisions and specifications set forth in RFP NO. 18-02-13-2. Section 3. The City Manager is hereby authorized and requested to take all necessary and expedient action to carry out the aims of this Resolution in awarding this contract. Section 4. 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 Marc Narotsky Commissioner Robert Shelley Commissioner Howard Weinberg Vice Mayor Gladys Mezrahi Mayor Enid Weisman Page 2 of 3 City of Aventura Resolution No.2018-_ PASSED AND ADOPTED this 17th day of May, 2018. ENID WEISMAN, MAYOR ATTEST: ELLISA L. HORVATH, MMC CITY CLERK APPROVED AS TO LEGAL SUFFICIENCY: CITY ATTORNEY Page 3 of 3 EXHIBIT"A" AGREEMENT BETWEEN THE CITY OF AVENTURA AND NUNEZ TENNIS TRAINING FOR RFP# 18-02-13-2 PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND TENNIS COURT MAINTENANCE SERVICES THIS AGREEMENT is entered into this 1St day of June, 2018 between the City of Aventura, a Florida municipal corporation, (CITY), and Nunez Tennis Training, (CONTRACTOR). WHEREAS, the CITY desires to retain the professional services of CONTRACTOR to provide tennis programs, activities, events, classes and tennis court management services; and WHEREAS, the CONTRACTOR desires to provide professional tennis programs, activities, events, classes and tennis court management services to the CITY and its residents. NOW, THEREFORE the Parties agree as follows: ARTICLE I SCOPE OF SERVICES The CONTRACTOR agrees to: 1 .1 Provide professional tennis programs, activities, events, classes and tennis court maintenance services for CITY residents in accordance with the conditions and specifications set forth in Exhibit "1" Request For Proposal # 18-02-13-2 Professional Tennis Program Management and Tennis Court Maintenance Services and response as Exhibit "2" which are attached hereto and made a part hereof. Provisions to CONTRACTOR response in Exhibit "2" will be further outlined in sections 1 .3, 1 .8, 1 .17, 2.2, 2.3, 2.4 and 2.8. 1 .2 Conduct all tennis programs, activities, classes, events, lessons, tournaments and services as assigned by the City Manager, or her designee, in a professional, careful and responsible manner with due regard for the safety of the participants and others, during normal operating hours. CONTRACTOR shall also advise the Community Services Director, in writing, of all schedules, to which the Community Services Director may recommend changes. 1 .3 Be solely responsible, at CONTRACTOR's sole expense, for securing, providing and compensating all assistants, instructors, officials, and other personnel costs associated with providing tennis programs, classes, activities, events, lessons, court maintenance, or as required by the CITY, at its sole discretion. The CITY shall provide a court daily for the CONTRACTOR from 8 AM — noon and 1 PM to close to provide tennis lessons, classes, activities, events, and other programs. In the event the court is not being used for programming, the CONTRACTOR will ensure the time slot is available for the residents to utilize. 1.4 CITY shall register all participants for all programs as described in Section 1.2 at no cost to the CONTRACTOR. 1.5 Be solely responsible for procuring, providing and paying for staff uniforms, tennis balls, ball collection apparatus and all other costs associated with providing tennis programs, classes, activities, events, tournaments, and lessons as may be required, and to perform these professional tennis management services safely and adequately. CITY shall approve all uniforms prior to issuance. 1.6 Actively recruit and train volunteers to fulfill the roles of officials, scorekeepers, team parents, and other capacities for youth tennis and other programs. 1.7 Provide all tennis programs, classes, activities, events, lessons, tournaments and services as directed by the Community Services Director, at her sole discretion. The Community Services Director or designee shall authorize each program, class, activity, event, tournament or lesson that is current or new prior to planning registration and approve all schedules prior to conducting registration. 1.8 CONTRACTOR shall provide a recreational program for participants starting at three (3) years of age. Any additional program, class, activity, event, or lesson for ages not outlined in Exhibit "2" will follow sections 1.7 and 2.1. 1.9 Provide proof or documentation that all officials used by CONTRACTOR are certified, as approved by the Community Services Director, prior to the start of each season. 1.10 Provide the CITY with a copy of rules for each tennis program for CITY approval prior to the start of each season. 1.11 Provide that all tennis coaches involved in youth programs shall be certified by the USPTA or USPTR, or other approved sanctioning organization. 1.12 Actively supervise all tennis programs, classes, activities, events, lesson, tournaments and other services, providing a minimum of one employee for each site during all activities. 1.13 Provide active supervision of all youth tennis programs. All children shall be constantly and appropriately supervised at all times. A 1/6 supervision ratio shall be maintained at all times for all programs and other activities for ages up to 7. A 1/4 supervision ratio shall be maintained at all times for all programs and other activities for ages 8 and up. 1.14 Recognize that all City facilities shall be available for general public use at any time, or as otherwise authorized by the Community Services Director. Facilities may be closed for maintenance, special events, emergency or other per the Community Services Director and notice will be given to the CONTRACTOR. 1.15 Be responsible for enforcing compliance with the approved rules for all tennis programs, classes, activities, events, tournaments, and lessons. The CITY reserves the right to enact other rules, if necessary, at its sole discretion. 1.16 Have all of the CONTRACTOR's volunteers and employees complete Florida Department of Law Enforcement (FDLE) Volunteer and Employee Criminal History Screening (VECHS) or Florida Department of Children and Families (DCF) background screening in accordance with the Community Services Department Policy 1.7.1. All background screening shall be completed during the times and dates as determined by the CITY. Furthermore, the CITY reserves the right to enforce trespass laws upon and/or suspend, bar, ban, or expel any CONTRACTOR employee, coach, volunteer, counselor, or instructor from any CITY facility, park or center for any reason, at its sole discretion, without recourse from the subject person or the CONTRACTOR. 1.17 CONTRACTOR shall complete daily court maintenance of the courts three (3) times a day. All courts have maintenance completed and opened by 8 AM, the Har-Tru clay courts will have a mid-day maintenance and all courts will have a closing maintenance. In the event of an emergency or Act of God, the CONTRACTOR shall provide emergency procedures for the tennis courts and equipment. 1.18 Advise the CITY, at no charge, of specific purchasing needs including all other related costs for court maintenance. 1.19 Provide the CITY with any special maintenance requirements with at least a ten (10) day notice. 1.20 Provide, upon request from the CITY, concession and snack services for classes, activities, events, lessons or other programs at various locations. CONTRACTOR shall arrange for such services at no expense to CITY. CITY shall approve menu items and pricing prior to the sale of any item. ARTICLE 2 FEES AND COMPENSATION 2.1 CONTRACTOR shall be compensated for services rendered pursuant to the Agreement from fees collected by the CITY from participants or groups participating in tennis programs, classes, activities, lessons, and tournaments. All fees shall be approved by the City Manager, and CONTRACTOR shall not alter existing fees, or introduce any new fees without the written approval of the City Manager. CONTRACTOR shall be paid 85% of all revenues derived from all tennis programs managed by CONTRACTOR hereunder after CITY's background screening costs have been deducted. Said payments shall be due and payable by the fifteenth of each month for revenues derived from the previous month. 2.2 CONTRACTOR shall be compensated for the daily court maintenance per section 1 .17 for the monthly maintenance fee provided in Exhibit "2" financial proposal. 2.3 A one-time evaluation fee of $50 per participant enrolled in a program, activity or class will include a shirt, medal and a twenty (20) minute individual evaluation with the tennis pro. The evaluation fee will replace the CONTRACTOR's registration fee provided in the sports activity plan of Exhibit "2". 2.4 CONTRACTOR shall offer daily rates for camps and teacher planning day programs. A daily rate for a full day program shall be $125 and $75 for a half day program. 2.5 CONTRACTOR shall collect revenues from concession and snack services as described in 1 .20 herein, and shall pay the CITY 15% of the gross revenues by the fifteenth of each month from concession and snack revenues derived from the previous month. 2.6 CONTRACTOR shall not charge for any other services not contained in the Agreement. 2.7 All items sold by CONTRACTOR shall be approved by the Community Services Director prior to offering any item for sale. 2.8 Upon special request from the CITY, CONTRACTOR shall provide hourly employees. Those persons shall remain employees of CONTRACTOR, not CITY. CONTRACTOR shall charge an amount equal to 1 .3 of the employee's hourly salary. CONTRACTOR shall provide CITY with a list of hourly rates annually for all personnel classifications. 2.9 CONTRACTOR may solicit sponsors for tennis programs/tournaments, subject to CITY approval, at its sole discretion. Sponsors shall not be solicited without the express written consent of the Community Services Director. ARTICLE 3 TERMINATION OF AGREEMENT 3.1 CITY reserves the right to terminate this Agreement any time and for any reason upon giving sixty (60) days' notice to the CONTRACTOR. 3.2 If said Agreement should be terminated for convenience as provided herein, the CITY will be relieved of all obligations under said Agreement. The CITY will only be required to pay the CONTRACTOR that amount actually performed to the date of termination. Upon such payment, both the CITY and CONTRACTOR shall be relieved of any further obligations under this contract. 3.3 This Agreement may also be terminated by the City Manager, or designee upon such notice as the City Manager, or designee deems appropriate under the circumstances in the event the City Manager or designee determines that termination is necessary to protect the public health, safety, or welfare. 3.4 In the event services are scheduled to end either by contract expiration or by termination by the CITY (at the CITY's discretion), it shall be incumbent upon the CONTRACTOR to continue the service, if requested by the CITY, until new services can be completely operational. At no time shall this transition period extend more than ninety (90) days beyond the expiration date of the existing Agreement. ARTICLE 4 INDEPENDENT CONTRACTOR CONTRACTOR has control over the means and methods by which it performs the services. CONTRACTOR, its employees and agents shall be deemed independent contractors and not agents or employees of the CITY, and shall not attain any rights or benefits generally afforded City employees; further, CONTRACTOR, its employees and agents shall not be deemed entitled to the CITY'S worker's compensation, insurance benefits or similar laws. ARTICLE 5 INDEMNIFICATION CLAUSE CONTRACTOR agrees to defend, indemnify and hold harmless the CITY from and against any and all claims, suits, damages, liabilities or causes of action arising during the term of this Agreement, arising out of, related to, or in any way connected with the performance or non-performance of any provision of this Agreement required of the CONTRACTOR, including personal injury, loss of life or damage to property and from and against any orders, judgment or decrees which may be entered, and from and against all costs, attorney's fees, and expenses incurred in and about the defense of any such claim and the investigation thereof. However, nothing herein shall be deemed to indemnify CITY for any liability or claim arising solely out of the negligent performance or failure of performance of CITY. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the City Manager or designee and the City Attorney, any sums due to CONTRACTOR under this Agreement may be retained by CITY until all of CITY'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 CITY. ARTICLE 6 INSURANCE The CONTRACTOR shall purchase and maintain, in full force and effect for the life of the contract, at CONTRACTOR'S sole expense, the following insurance policies: 1 . A Comprehensive general liability policy shall be provided which shall contain minimum limits of One Million Dollars ($1 ,000,000) per occurrence and Two Million Dollars ($2,000,000) combined single limit for bodily injury liability and property damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Premises and/or operations. Independent contractors. Products and/or Completed Operations for contracts. Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification provisions. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 2. A workers' compensation and employer's liability policy which covers all of the contractor's employees to be engaged in work on this contract as specified by and in accordance with Chapter 440, Florida Statutes, as may be amended from time to time, the "Workers' Compensation Law" of the State of Florida, and all applicable federal laws. In addition, the policy(ies) must include: Employers' Liability with a limit of One Hundred Thousand Dollars ($100,000) each accident. The CONTRACTOR acknowledges that the City will not be held responsible for Workers' Compensation or medical care for any/all of the CONTRACTOR'S employees. The City of Aventura shall be named as additional insured on policies listed as 1 and 2 of the CONTRACTOR'S above required policies of insurance except for the Workers' Compensation insurance. The form and types of coverage and sufficiency of insurer shall be subject to approval of the City Manager. Copies of all policies or certificates of such insurance shall be delivered to the city, and said documentation shall provide for the City to be notified a minimum of thirty (30) days prior to any cancellation, termination, reduction or non-renewal of any required insurance policy. The Contractor shall also, upon request by the City, provide copies of all official receipts and endorsements as verification of contractor's timely payment of each insurance policy premium as required by this contract. Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of the vendor is completed. All policies must be endorsed to provide the City with at least thirty (30) days' notice of expiration, cancellation, and/or restriction. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration. ARTICLE 7 MISCELLANEOUS 7.1 CONTRACTOR shall, without additional expenses to CITY, be responsible for obtaining any necessary licenses and for complying with any applicable federal, state, county, and municipal laws, ordinances, and regulations in connection with the performance of the services specified herein. CONTRACTOR shall take proper safety and health precautions, including the employment of needed assistance, to protect participants, the CITY, the public and property of others. CONTRACTOR shall be responsible for all services performed during the term of this Agreement. 7.2 The CONTRACTOR shall not hold unauthorized classes or programs; promote any privately owned business; or solicit any participant in a CITY park or facility for any privately owned business. It is further understood that such action(s) may result in immediate termination of the Agreement and the forfeiture of all compensation due to the CONTRACTOR. 7.3 CONTRACTOR shall meet with the Community Services Director or designee, and shall attend all meetings as required. 7.4 No modification, amendment, or alteration of the terms and conditions contained herein shall be effective unless contained in a written document executed with the same formality and equal dignity herewith. 7.5 This Agreement is non-transferable or assignable, and CONTRACTOR agrees not to transfer or assign the performance of services called for in the Agreement. 7.6 This Agreement sets forth the full and complete understanding of the Parties as of the effective date, and supersedes any and all negotiations, agreements, and representations made or dated prior to this Agreement. 7.7 This Agreement shall commence effective as of June 1 , 2018 for an initial three (3) year term, subject to one (1) additional three (3) year period at the same terms, conditions and prices upon mutual agreement of both parties, and subject to the approval of the City Manager. The City Manager shall act for CITY hereunder. 7.8 AUDIT RIGHTS, the CITY reserves the right to audit the records of Successful Offeror (which are pertinent to the services to be performed) at any time during the performance and term of the Contract and after completion of contract term. If required by CITY, Successful Offeror shall agree to submit to an audit by an independent certified public accountant selected by CITY. Successful Offeror shall allow CITY to inspect, examine and review the records of Successful Offeror at any and all times during normal business hours during the term of the Contract. 7.9 PRIORITY OF PROVISIONS, if there is a conflict or inconsistency between any term, statement, requirement, or provision of any form and exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in Sections 1 through 8 of this Agreement shall prevail and be given effect. 7.10 NOTICES, whenever either party desires to give notice unto the other, it must be given by written notice, sent by United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving notice in compliance with the provisions of this paragraph. For the present, CONTRACTOR and the CITY, parties designate the following as the respective places for giving notice for giving of notice: FOR CITY: FOR CONTRACTOR: Susan Grant Colon Nunez City of Aventura Nunez Tennis Training 19200 W. Country Club Drive 21399 Marina Cove Circle #M13 Aventura, FL 33180 Aventura, FL 33180 305-466-8910 305-682-9444 ARTICLE 8 CAMPAIGN FINANCE RESTRICTIONS ON VENDORS A. Pursuant to Ordinance 2005-14; City Code Section 2-420, vendors of the City are prohibited from in any way providing campaign contributions to City commission candidates. B. City Code Sec. 2-420. Prohibited campaign contributions by vendors. (a) General, prohibition, disqualification, definitions. (1) a. No vendor shall give, solicit for, deliver or provide a campaign contribution directly or indirectly to a candidate, or to the campaign committee of a candidate, for the Offices of Mayor or Commissioner. Commencing on the effective date of this article, all proposed City contracts, as well as requests for proposals (RFP), requests for qualifications (RFQ), requests for letters of interest (RFLI), or solicitations of bids issued by the City, shall incorporated notice of this section so as to notify potential vendors of the proscription embodied herein. b. No candidate or campaign committee of a candidate for the Offices of Mayor or Commissioner, shall deposit into such candidate's campaign account any campaign contribution which is received directly or indirectly from a vendor or which such candidate or campaign committee knows or should know was solicited by or for a vendor or delivered or provided for a vendor. Candidates (or those acting on their behalf) shall ensure compliance with this code section by confirming through examination of the official vendor list which is posted on the City's website to verify the vendor status of any potential contributor. A candidate or the campaign committee of a candidate shall not be in violation of this subsection if the vendor was not listed as a vendor on the City's website at the time that the contribution was received or deposited so long as the candidate or the campaign committee of a candidate did not know that the person or entity was a vendor of the City. (2) Each prohibited act of giving, soliciting for, delivering or providing a campaign contribution or depositing a campaign contribution in violation of this section shall constitute a separate violation. All contributions deposited into a candidate's campaign account in violation of this section shall be forfeited to the City's General Fund. (3) a. A person or entity, other than a then existing vendor, who directly or indirectly makes a campaign contribution to a candidate who is elected to the office of Mayor or Commissioner shall be disqualified for a period of 12 months following the swearing in of the subject elected official from serving as a vendor with the City. A then existing vendor who directly or indirectly makes a contribution to a candidate who is elected to the Office of Mayor or Commissioner, shall be disqualified from serving as a vendor with the City for a period of 12 months from a final finding of a violation of this section, or from the time of action on a waiver request by the City Commission pursuant to subsection (b) below, in the event that a waiver is sought by the vendor. In the event that such waiver request for a particular transaction is granted, the affected vendor shall nonetheless be disqualified from serving as a vendor with the City as to any other goods, equipment or services to be provided by the vendor to the City, beyond the vendor goods, equipment or services which are the subject matter of any waiver which is granted. In the event such waiver request is denied for a particular transaction the 12-month disqualification period shall continue to apply to both the particular transaction for which the waiver was sought, as well as all other vendor activities for the provision of goods, equipment or services to the City during that 12-month period. b. For purposes of this section, the term "disqualified" shall be defined to include: 1. Termination of a contributor/vendor's existing contracts with the City, subject to the applicable waiver provisions of subsection (b) herein; and 2. Disqualification of a contributor's response to solicitation requests for prospective vendor contracts with the city, subject to the applicable waiver of subsection (b) herein. (4) As used in this section: a. Vendor. 1. A "vendor" is a person and/or entity who has been selected by the City as the successful bidder on a present or pending bid to provide to the City goods, equipment or services, or has been approved by the City of a present or pending award to provide to the City goods, equipment or services, prior to, upon or following execution of a contract, or purchase order. 2. "Vendor" shall include natural persons and/or entities who hold a controlling financial interest in a vendor entity. The term "controlling financial interest" shall mean the ownership, directly or indirectly, of ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm. The term "firm" shall mean a corporation, partnership, business trust or any legal entity other than a natural person. 3. "Vendor" shall not include City officers or employees. 4. For purposes of this section, "vendor" status shall terminate upon completion of performance of the agreement for the provision of goods, equipment or service. b. Services. For purposes of this section, the term "services" shall mean the rendering by a vendor through competitive bidding or otherwise, of labor, professional and/or consulting services to the City, including, but not limited to, the provision of lobbying services to the City. C. Campaign contributions. The term "campaign contribution" shall have the meaning which is ascribed to the term "contributions" pursuant to F.S. § 106.011, as amended. (b) Waiver of prohibition. (1) Criteria for waiver. The requirements of this section may be waived by the affirmative vote of five members of the City Commission for a particular transaction after a public hearing, upon finding that: a. The goods, equipment or services to be involved in the proposed transaction are unique and the City cannot avail itself of such goods, equipment or services without entering into a transaction which would violate this section but for waiver of its requirements; or b. The business entity involved in the proposed transaction is the sole source of supply as determined by the City Manager in accordance with procedures established by the City Manager; or C. An emergency contract (as authorized by subsection 2-253(5) of this Code) must be made in order to protect the health, safety or welfare of the citizens of the City; or d. A contract for the provision of goods, equipment or services exists which, if terminated by the City would be substantially adverse to the best economic interests of the City. (2) Limited waiver. Notwithstanding the denial of the City Commission of a waiver request regarding the provision of goods, equipment or services under an existing contract pursuant to subsection (b)a. above, the City Commission, may by the affirmative vote of five members of the City Commission after a public hearing, grant a limited waiver concerning an existing contract for the provision of goods, equipment or services between a vendor and the City upon finding that in order to protect the health, safety and welfare of the citizens of the City, it is necessary that the affected contract be continued for a limited duration (not to exceed a period of six months) in order for the City to obtain a replacement vendor. (3) Full disclosure. Any grant of a waiver or limited waiver by the City Commission must first be supported with a full disclosure of the subject campaign contribution. (c) Implementation. The City Manager is authorized to adopt additional procurement procedures for goods, equipment or services to implement this section. These procedures shall provide for the assembly, maintenance and posting of an official City vendor list as referenced above. (d) Penalty. The Ethics Commission created pursuant to Miami-Dade County Ordinance 97-105, shall have primary jurisdiction for enforcement of this section. A finding by the Ethics Commission that a person violated this section, shall subject such person to an admonition or public reprimand and/or a fine of $250.00 for the first violation, and $500.00 for each subsequent violation. (e) Applicability. This section shall be applied only prospectively to campaign contributions which are made after the date of this section. (Ord. No. 2005-14, § 3, 10-11-05) THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK GOVERNING LAW, this Agreement shall be construed in accordance with the laws of the State of Florida with venue lying in Dade County, Florida. The parties hereby voluntarily waive any right to trial by jury in any litigation between the parties which, in any way, arises out of or concerns this Agreement or the course of dealing between the parties. IN WITNESS THEREOF, the parties hereto have made and executed this Agreement on the date above: CITY OF AVENTURA BY: Susan Grant City Manager ATTEST: Ellisa L. Horvath, MMC City Clerk APPROVED AS TO LEGAL FORM: City Attorney CONTRACTOR BY: Colon Nunez Nunez Tennis Training EXHIBIT "I" CITY OF AVENTURA REQUEST FOR PROPOSAL 18-02-13-2 ■ 01mmalm M goo= 14 91Muni m Fmk �J PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES SUBMITTAL DATE: Tuesday, February 13, 2018 at 2:00 P.M. LAST DATE TO SUBMIT QUESTIONS: Monday, February 5, 2018 ISSUING DATE: Wednesday, January 10, 2018 TABLE OF CONTENTS CONTENTS: PAGE # FORMAL REQUEST FOR PROPOSAL....................................................................4 GENERAL INFORMATION .......................................................................................5 A. SCOPE OF SERVICES ...........................................................................5 B. PROPOSAL DUE DATES........................................................................5 C. ACRONYMS/DEFINITIONS ....................................................................6 REQUEST FOR PROPOSAL....................................................................................8 INTENT .................................................................................................................8 AGREEMENT...........................................................................................8 BACKGROUND.........................................................................................................8 SERVICESSOUGHT................................................................................................9 PERFORMANCE, OPERATIONS AND PERSONNEL STANDARDS ....................10 CONTENT OF PROPOSAL ....................................................................................11 EVALUATION OF PROPOSALS.............................................................................12 CITY'S RIGHTS ......................................................................................................13 INSURANCE REQUIREMENTS .............................................................................13 GENERAL REQUIREMENTS .................................................................................16 NONCONFORMANCE TO CONTRACT CONDITIONS.......................................... 18 ASSIGNMENT ........................................................................................................18 AWARD OF PROPOSAL ........................................................................................18 IDENTICAL (TIE PROPOSALS).............................................................................. 18 PREFERENCE TO LOCAL BUSINESSES ............................................................. 18 2 HOLDHARMLESS.................................................................................................. 18 CANCELLATION..................................................................................................... 19 DISPUTES ..............................................................................................................19 ADDENDA, CHANGES OR INTERPRETATIONS DURING BIDDING ...................19 DEFAULT PROVISIONS.........................................................................................19 SECONDARY/OTHER VENDORS .........................................................................20 CONE OF SILENCE PROVISION...........................................................................20 CAMPAIGN FINANCE RESTRICTIONS ON VENDORS........................................21 PUBLIC ENTITY CRIME/DISQUALIFICATION.......................................................24 CONFLICTS OF INTEREST ...................................................................................25 PUBLIC RECORDS LAW........................................................................................25 SCRUTINIZED COMPANIES..................................................................................26 OTHER GOVERNMENTAL AGENCIES .................................................................26 PROTEST PROCEDURES .....................................................................................27 RESPONDENT'S CERTIFICATION........................................................................28 SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (a) FLORIDA STATUTUES, ON PUBLIC ENTITY CRIMES....................................30 BUSINESS ENTITY AFFIDAVIT .............................................................................32 "NO BID OR PROPOSAL" RESPONSE..................................................................34 REFERENCES........................................................................................................35 SCRUTINIZED COMPANIES PURSUANT TO SECTION 287.135, FLORIDA STATUES ...............................................................................................37 W-9 ...............................................................................................................38 3 REQUEST FOR PROPOSAL RFP # 18-02-13-2 CITY OF AVENTURA PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES The City of Aventura is requesting proposals from qualified firms to provide tennis programs, activities, events, and tennis court management and maintenance services for the City of Aventura. Such proposals, which will be received at the address below, until 2:00 P.M. (EST), Tuesday, February 13, 2018 RFP# 18-02-13-2 Office of the City Manager City of Aventura 19200 West Country Club Drive Aventura, FL 33180 Submittals must be received no later than 2:00 p.m. on Tuesday, February 13, 2018 and clearly marked on the outside" RFP # 18-02-13-2 PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES". Late submittals will not be accepted. Interested parties may obtain the Request for Proposal (RFP) package from www.demandstar.com or www.cityofaventura.com/finance/bids.shtml, on or after Wednesday, January 10, 2018. The RFP package contains detailed information about the Statement of Work, Proposal submission requirements and selection procedure resulting from this RFP. Any or all questions should be directed in writing to Indra Sarju, Purchasing Agent at sariui(o)cityofaventura.com (305) 466-8925 by Monday, February 5, 2018. Pursuant to City Code Sec. 2-260 (Ordinance 2002-12), public notice is hereby given that a "Cone of Silence" is imposed concerning this City's competitive purchasing process, which generally prohibits communications concerning the RFP from the time of advertisement of the RFP until the beginning of the City Commission meeting at which the City Manager makes a written recommendation to the City Commission concerning the competitive purchase transaction. See the detailed specifications for the public solicitation for services for a statement fully disclosing the requirements of the "Cone of Silence". Pursuant to Ordinance 2005-14; City Code Section 2-420, vendors are prohibited from in any way providing campaign contributions to City Commission candidates. See the applicable "Campaign Finance Restrictions on Vendors," provisions in the RFP package. The City reserves the right to request clarification of information submitted and to request additional information. The City of Aventura reserves the right to accept or reject any and/or all proposals or parts of proposals, to workshop or negotiate any and all proposals, to waive irregularities and to request re-proposals on the required materials or services. san L. Grant City Manager 4 GENERAL INFORMATION A. SCOPE OF SERVICES Provide the City with a Professional Tennis Program Management and Court Maintenance Service. B. PROPOSAL DUE DATES Complete proposals are due on Tuesday, February 13, 2018 at 2:00 P.M. Proposals must be received in the Office of the City Manager by the date and time indicated, with opening immediately following at the City of Aventura, 19200 West County Club Drive, Aventura, FL 33180. Proposals should be addressed or delivered to: RFP # 18-02-13-2 Office of the City Manager City of Aventura 19200 West Country Club Drive Aventura, FL 33180 Questions Concerning this RFP must be received by Monday, February 5, 2018 and directed to: Ms. Indra Sarju, Purchasing Agent City of Aventura 19200 West Country Club Drive Aventura, FL 33180 Phone: (305) 466-8925 Email: sariui(a�cityofaventura.com In order to facilitate review of the proposals, each proposer must submit an original with one (1) CD that contain a single PDF file that contains your entire response in the order as presented in the Proposer document, including any attachments plus four (4) additional copies of the RFP response on or before the submission deadline indicated herein. THE RESPONSIBILITY FOR OBTAINING AND SUBMITTING A PROPOSAL TO THE OFFICE OF THE CITY MANAGER ON OR BEFORE THE STATED DATE AND TIME OF: TUESDAY, FEBRUARY 13, 2018 AT 2:00 P.M. 5 IS SOLELY AND STRICTLY THE RESPONSIBILITY OF THE PROPOSER. THE CITY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ANY MAIL, PACKAGE OR COURIER SERVICE, INCLUDING THE U.S. MAIL, OR CAUSED BY ANY OTHER OCCURRENCE. ANY PROPOSAL RECEIVED AFTER THE DATE AND TIME STATED IN THE SOLICITATION TIMETABLE IN THIS REQUEST FOR PROPOSAL WILL NOT BE OPENED AND WILL NOT BE CONSIDERED. ELECTRONIC OR FACSIMILE PROPOSALS SHALL NOT BE CONSIDERED. Hand-carried Proposals may be delivered to the above address during the City's regular business hours, Monday through Friday, excluding holidays observed by the City, but not beyond the Due Date and Time. Proposers are responsible for informing any commercial delivery service, if used, of all delivery requirements and for ensuring that the required information appears on the outer wrapper or envelope used by such service. The Proposal must be signed by an authorized officer of the Proposer who is legally authorized to enter into a contractual relationship in the name of the Proposer. The submittal of a Proposal by a Proposer will be considered by the City as constituting an offer by the Proposer to perform the required services, and/or provide the required goods, at the price stated by the Proposer. C. ACRONYMS/DEFINITIONS For the purposes of this Request for Proposal (RFP), the following acronyms/definitions will be used: Contract: Shall refer to the Contract that may result from this RFP. Contractor: The organ ization(s)/individual(s) that is awarded and has an approved contract with the City for the services identified in this RFP. City/Owner: City of Aventura or designated representative when appropriate. Commission: The term Commission as used throughout this document will mean the City Commission of City of Aventura, Florida. Competitive Solicitation: Means an invitation to bid, a request for proposal, or an invitation to negotiate. Evaluation Committee: An independent committee comprised solely of City representatives established to review proposals submitted in response to the RFP, score the proposals and recommend a Proponent(s). FSS: Florida State Statutes. May: Indicates something that is not mandatory but permissible. 6 Offeror: Shall refer to any offerer(s) submitting an Offer in response to this RFP. Proposal: Shall refer to any offer(s) submitted in response to this RFP. Proposal Due Date & Time: Shall refer to the due date and time listed in this Solicitation. Proponent: Organization/individual submitting a bid/proposal in response to this RFP. Proposer: Shall refer to anyone submitting a Proposal in response to the RFP. Provider or Successful Proposer: Shall refer to the Proposer receiving an award as a Result of this RFP. RFP: Request for Proposal Request for Proposal, RFP, RFQ or Solicitation: Shall mean this Request for Proposal including all Exhibits and Attachments as approved by the City and amendments or change orders issued by the City. Responsible Vendor: A vendor who has the capability in all respects to fully perform the contract requirements and the integrity and reliability that will assure good faith performance. Responsive Bid/Proposal: A bid or proposal or reply submitted by a responsive and responsible vendor that conforms in all material respects to the solicitation. Shall/Must: Indicates a mandatory requirement. Failure to meet a mandatory requirement will, if material, result in the rejection of a proposal as non-responsive. Should: Indicates something that is recommended but not mandatory. If the Proponent fails to provide recommended information, the City may, at its sole option, ask the Proponent to provide the information or evaluate the proposal without the information. Failure after demand will result in rejection. Sub-Contractor & Sub-Consultant: Shall refer to any person, firm, entity, or organization, other than the employees of the Successful Proposer, who contract with the Successful Proposer to furnish labor, or labor and materials, in connection with the Work or Services to the City, whether directly or indirectly, on behalf of the Successful Proposer. Work, Services, Program, Project or Engagement: Shall refer to all maters and things that will be required to be done by the Successful Proposer in accordance with the Scope of Work and the Terms and Conditions of this Solicitation. 7 REQUEST FOR PROPOSAL SUBJECT: Professional Tennis Program Management and Court Maintenance Services OPENING DATE & TIME: Tuesday, February 13, 2018 @ 2:00 P.M. SUBMIT TO: RFP # 18-02-13-2 Office of the City Manager City of Aventura 19200 West Country Club Drive Aventura, Florida 33180 RFP NUMBER: 18-02-13-2 INTENT The City of Aventura, Florida is inviting the submission of proposals from qualified firms to provide management services for the tennis programs to include daily court upkeep and maintenance, operations, tennis instruction and other tennis program services for the City of Aventura. AGREEMENT The City will enter into a contract with the successful proposer for three (3) years with an option to extend the contract for one (1) additional three-year period at the same terms, conditions and prices upon mutual agreement of both parties, and subject to the approval of the City Manager. The Proposer agrees to this condition by signing its proposal. If Proposer cannot renew at these same terms, conditions and prices, Proposer must notify the City on/or before 90 days of contract expiration. BACKGROUND The City of Aventura has a diverse population of over 37,000, and desires to engage the services of a qualified firm to provide comprehensive youth sports management services as needed. The City of Aventura is located in the northeast corner of Miami- Dade County and is approximately 3.2 square miles in size. The City delivers a majority of its public and community services by utilizing firms employing sound business practices with an emphasis on excellence and effective customer service principles. The City operates the following parks and community facilities: 1. Founders Park: 11 acre multi-use facility that contains an athletic field, two clay tennis courts, one hard surface tennis court, fitness course, park building with restrooms, SplashPad interactive water feature playground, playground, shelters, and parking for 85 cars. 8 2. Waterways Park: 7 acre multi-use facility that contains a lighted athletic field, playground, covered pavilion, outdoor basketball court, exercise path with fitness course, park office building, and parking for 85 cars. 3. Veterans Park: 2 acre facility with playground and open field play areas and parking for 23 cars. 4. Waterways Dog Park: 1.5 acre leash free park for dogs and parking for 20 cars. 5. Peace Park: 1.5 acre facility with a playground, open play field, a jogging path and adult exercise equipment that is operated 24 hours per day. 6. Don Soffer Exercise Fitness Trail: 2.9 mile paved exercise trail with benches, chilled water fountains, trash cans, and ground lighting. 7. Aventura Community/Recreation Center: This membership based 25,000 square foot facility has two multi-purpose classrooms, computer center, arts and crafts room, NCAA gymnasium, aerobics room, and fitness center in a park setting on the Intracoastal Waterway. 8. Aventura City of Excellence School: This K-8 School is located adjacent to the Community Recreation Center, and where summer camp is and after school programming takes place. SERVICES SOUGHT The purpose of this request for proposal is to establish the most effective and efficient methods of providing youth sports for the City residents. The City utilizes an automated registration system where residents register for programs in person or via the City's website. The proposal shall include the following information at a minimum. 1. Qualifications of firm and principals, including but not limited to: firm's history; number of years in business; quantity of programs, events, activities, and programs coordinated; experience of principals in similar settings; safety record; local availability of key personnel; and has demonstrated the ability to cooperate with local leisure services agencies. 2. Evidence of all licenses and permits required for the creation of the Professional Tennis Program Management and Court Maintenance Services. 3. A plan to coordinate, implement and evaluate tennis operations, tennis instruction, events, and other tennis program services for the City of Aventura in conformance 9 with all applicable laws and regulations. Proposers shall provide a complete plan detailing lessons, programs, instructions and any other services. 4. A daily maintenance plan to coordinate, implement and evaluate the tennis court upkeep and maintenance. The Contractor is solely responsible to supervise and complete all daily maintenance. The Contractor shall submit weekly reports of maintenance completed including dates accomplished and a monthly summary of all maintenance completed with the monthly invoices. Daily court maintenance shall include but is not limited to the following; court irrigation, clay court sweeping, ensuring lines are level, fixing the low spots on the clay courts, removal of mildew and weeds on clay courts, and windscreen upkeep. The Contractor will notify the City of any unsafe conditions such as high lines and ensure the proper maintenance is completed before the courts are open to the public. The Contractor will advise the City of needs such as windscreens and nets, court supplies and clay court material. PERFORMANCE, OPERATIONS AND PERSONNEL STANDARDS ✓ The successful firm shall provide proof that all volunteers, instructors and employees (full time, part time, and temporary/seasonal) assigned to the City have undergone and cleared both criminal background screening through the City's Volunteer & Employee Criminal History System (VEHCS) and drug screening at the time of hire and during the term of the Agreement, at the Contractor's sole expense. ✓ The successful firm will be required to meet with any involved City Department upon award by the City Manager or his designee. The successful firm's account representative will be available to resolve any related issues that arise during the normal course of providing the requested services. The successful firm will be expected to coordinate and communicate effectively with designated City personnel. The frequency, nature, scope, and definition of the services desired by the City may change from time to time, at the City's sole discretion. ✓ Tobacco use of any kind is not permitted while on duty or at all City programs and premises. ✓ All financial transactions will be subject to City procedures and audit. ✓ All marketing will be subject to City procedures and approval. ✓ All staff shall be fluent in English or be bi-lingual with English as one of the spoken languages. ✓ All staff shall have current CPR and Basic First Aid Training certification. 10 ✓ All staff shall be groomed to present a professional image for the City and wear approved uniforms. ✓ The successful proposer shall have at least one management level employee at each site while programs are being held, and supply enough personnel at all times to provide sufficient supervision, at the City's sole discretion. ✓ The successful proposer shall provide services solely as an independent contractor. ✓ All staff shall be prompt and dressed in proper uniforms when reporting to duty. Uniforms for participants, coaches, and staff shall be provided by the successful firm at their sole expense with City approval, at its sole discretion. ✓ All programs shall be managed, led and operated in a safe, competent and courteous manner. ✓ The successful firm will be responsible for providing food and snack concessions to selected programs and events, subject to the City's approval. The proposal shall include the following information at a minimum. 5. Qualifications of firm and principals, including but not limited to: firm's history; number of years in business; local availability of key personnel; demonstrated ability to cooperate with local municipal agencies; comply with all applicable laws and regulations. 6. Provide all necessary licenses and permits relating to performing all services requested by the City. 7. The successful firm will be required to meet with any involved City department upon request by the City Manager or his designee. The successful firm's project manager will be available to resolve any related issues that arise during the normal course of providing the requested services. The successful firm will be expected to coordinate and communicate effectively with designated City personnel. The frequency, nature, scope, and definition of the services desired by the City may change from time to time, at the City's sole discretion. CONTENT OF PROPOSAL Please submit the following information, with responses numbered accordingly, on 8.5" x 11" sheets: 1 . Name, address, telephone, fax number and email address of your firm. 11 2. Type of organization (i.e., individual, partnership, corporation, joint venture, etc.), year established, and address of home office if different than above. 3. Principals of the firm. 4. Name and title of person who will be responsible for City account. 5. Name, function, and qualifications of personnel in the organization who will be involved in this project. Please note, to receive further consideration, the contact person or project manager assigned to this project must, within the past five (5) years, have conducted or been solely responsible for providing recreation program management services. 6. Compensation: Provide the following information: a) Requested percentage of the revenues derived from registration fees for all programs and activities. For example: 50/50 split of revenue between contractor and City. b) The cost basis for providing qualified personnel on an hourly basis. For example: a multiplier of 1 .10% times the employee's hourly salary for computing salary costs. c) Daily Maintenance of the tennis courts. d) Any other innovative examples of compensation methods. 7. General, workers' compensation, automobile and professional liability insurance company name, and extent of coverage. 8. Dress and/or Grooming Code for employees 9. A complete list of present clients and at least three (3) letters of recommendation. 10. Any other information you feel is appropriate to assist in the selection process. 11 . Respondents must submit five (5) copies of the proposal EVALUATION OF PROPOSALS 1 . A Review Committee consisting of the Community Services Director, Parks and Recreation Manager and Parks and Recreation Supervisors will evaluate the written proposals. Evaluation will include the following criteria: ✓ Qualification and experience of personnel who will be directly involved in all elements of the work: (20 points). 12 ✓ Firm size, age, and organizational structure: (10 points). ✓ Financial stability of firm: (10 points) ✓ Firm's experience with recreation management services that is similar to the requests of this RFP: (20 points). ✓ Innovative and creative approaches, ideas and concepts to providing recreational services as evidenced by the submittal: (20 points). ✓ Proven ability of firm to effectively manage tennis programs and court maintenance services to ensure successful programs as directed by the City: (20 points). 2. The highest ranked proposals will be identified and those firms will be requested to make a formal presentation before the selection committee. The selected firms will then be ranked according to the content of their presentations. The City Manager will then recommend that the City Commission adopt a resolution authorizing the City Manager to negotiate an agreement with the highest-ranking firm to provide Professional Tennis Program and Court Maintenance Services for the City; and if an agreement cannot be reached with the top ranked firm to negotiate with the next highest ranking firm. CITY'S RIGHTS The City reserves the right to accept or reject any and/or all proposals or parts of proposals, to workshop or negotiate any and all proposals, to waive irregularities, and to request re-proposals on the required materials or services. The City Commission shall make a final determination and award of proposal(s). All materials submitted in response to the RFP become the property of the City and will be returned only at the option of the City. The City has the right to use any or all ideas presented in any response to the RFP, whether amended or not, and selection or rejection of the Proposal does not affect this right, provided however, that any submittal that has been submitted to the City Manager's Office may be withdrawn prior to submittal opening time stated herein, upon proper identification and signature releasing submittal documents back to the proposing firm. INSURANCE REQUIREMENTS Such policy or policies shall be without any deductible amount unless otherwise noted in this Agreement and shall be issued by approved companies authorized to do business in the State of Florida, and having agents upon whom service of process may be made in Miami-Dade County, Florida. The vendor shall pay all deductible amounts, if any. The vendor shall specifically protect the City and by naming the "City of Aventura" as additional insureds under the Commercial Liability Policy as well as on any Excess 13 Liability Policy coverage. The official title of the certificate holder is the "City of Aventura." This official title shall be used in all insurance documentation. The Contractor shall purchase and maintain, in full force and effect for the life of the contract, at contractor's sole expense, the following insurance policies: 1. A business automobile policy (including automobile liability, garage keepers, and garage liability) which covers any vehicles used in connection with this agreement, regardless of whether the vehicle is owned, rented, hired or borrowed by the contractor. Minimum limits for bodily/property damage liability shall be One Million Dollars ($1,000,000) per occurrence. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Owned Vehicles, if applicable. Hired and Non-Owned Vehicles, if applicable. Employers' Non-Ownership, if applicable. 2. A Comprehensive general liability policy shall be provided which shall contain minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) combined single limit for bodily injury liability and property damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Commercial General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Premises and/or operations and independent contractors. Products and/or Completed Operations for contracts. Broad Form Contractual Coverage applicable to this specific Agreement, including any hold harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 3. A workers' compensation and employer's liability policy which covers all of the contractor's employees to be engaged in work on this contract as specified by and in accordance with Chapter 440, Florida Statutes, as may be amended from time to time, the "Workers' Compensation Law" of the State of Florida, and all applicable federal laws. In addition, the policy(ies) must include: 14 Employers' Liability with a limit of One Hundred Thousand Dollars ($100,000) each accident. The contractor acknowledges that the City will not be held responsible for Workers' Compensation or medical care for any/all of the contractor's employees. 4. A crime policy or fidelity bond covering, among other things: theft, employee dishonesty, or embezzlement. The policy or bond shall have minimum limits of Five Hundred Thousand Dollars ($500,000) per occurrence. The City of Aventura shall be named as additional insured on policies listed as 1-4 of the contractor's above required policies of insurance except for the Workers' Compensation insurance. The form and types of coverage and sufficiency of insurer shall be subject to approval of the City Manager. The contractor agrees to indemnify, defend and hold harmless the City of Aventura from and against any and all claims, suits, judgments, executions, and/or liabilities as to bodily injuries and/or property damages which arise or grow out of this contract or contractors performance or operations hereunder. Notwithstanding any other provisions of this solicitation, it is hereby provided that to the extent that Sec. 725.08, F.S., is applicable, the selected contractor/ vendor shall indemnify and hold harmless the City and City's officers and employees solely to the fullest extent authorized by Sec. 725.08(1), F.S., which shall be deemed to be incorporated herein. The contractor shall, in its contract with the City, be required to indemnify and hold harmless the City and its officers, agents, employees and instrumentalities from any and all liability, claims, liabilities, losses, and causes of action, including attorneys' fees and costs of defense which the City or its officers, employees, agents and instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind of nature arising out of, or relating to or resulting from the provision of professional services by the contractor and/or its officers, employees, agents or independent contractors. The contractor shall be required to pay all claims and losses in connections therewith, and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys' fees which may issue thereon. The City shall require that the contractor expressly understands and agrees that any insurance protection required by this agreement or otherwise provided by the contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City and its officers, employees, agents or instrumentalities as herein provided. Copies of all policies or certificates of such insurance shall be delivered to the City, and said documentation shall provide for the City to be notified a minimum of thirty (30) days prior to any cancellation, termination, reduction or non-renewal of any required insurance policy. 15 The Contractor shall also, upon request by the City, provide copies of all official receipts and endorsements as verification of contractor's timely payment of each insurance policy premium as required by this contract. Coverage is not to cease and is to remain in force (subject to cancellation notice) until all performance required of the vendor is completed. All policies must be endorsed to provide the City with at least thirty (30) days' notice of expiration, cancellation, and/or restriction. If any of the insurance coverages will expire prior to the completion of the work, copies of renewal policies shall be furnished at least thirty (30) days prior to the date of their expiration. The City reserves the right to review and revise any insurance requirements at the time of renewal or amendment of this Agreement, including, but not limited to, deductibles, limits, coverage, and endorsements based on insurance market conditions affecting the availability or affordability of coverage, or changes in the scope of work or specifications that affect the applicability of coverage. If the vendor uses a subcontractor, then the vendor shall ensure that subcontractor names the City as an additional insured. GENERAL REQUIREMENTS A. Proposers must have been in business for a period of no less than five (5) years. In the event of a joint venture, at least one (1) of the entities must have been in business for a period of no less than five (5) years. B. The original proposal with CDs and four (4) additional copies of the RFP response must be furnished on or before the submission deadline indicated herein. C. Costs of preparation of a response to this RFP are solely those of the Proposer's. The City of Aventura assumes no responsibility for any such costs incurred by the Proposer's. D. Proposing team members responding to this RFP must be present at the presentation to the Selection Committee. The Committee will conduct no phone interviews. E. The contents of the written proposal of the successful firm will become part of the contractual obligations. F. Proposers shall respond to each item in the Content Proposal Section. G. Proposals shall be typed or printed. All corrections made by the Proposer prior to the initial screening must be initialed and dated by the Proposer. No changes or corrections will be allowed after the initial screening of proposals has commenced. 16 H. The City of Aventura reserves the right to accept or reject any or all proposals, with or without cause, to waive technicalities, or to accept the proposal which, in its sole judgment, serves the best interest of The City of Aventura. I. Any person submitting a proposal in response to this invitation must execute Form PUR.7068. SWORN STATEMENT UNDER SECTION 287.133(A), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES, including proper check(s) in the space provided, and enclosed said form with the proposal (See attached for blank form). J. The City reserves the right to issue modifications or addenda to more fully meet the needs of the City. K. By submitting a proposal, the Proposer certifies that he or she has fully read and understands the proposal method and has full knowledge of the scope, nature, and quality of work to be performed. L. The City reserves the right to negotiate modifications to proposals that it deems acceptable, reject any and all proposals, and to waive minor irregularities in the procedure. M. All firms submitting a proposal shall document the date and time they visited the project site. N. All proposals submitted shall be binding for one hundred twenty (120) calendar days following opening. Proposals should be prepared simply and economically, providing a straightforward, concise description of the Proposer's ability to fulfill the requirements of the proposal. O. In accordance with Chapter 119 Florida Statutes (Public Records Law), and except as may be provided by other applicable State and Federal Law, all Proposers should be aware that Request for Proposals or Request for Qualifications and the responses are public record. All proposals received in response to this Request for Proposal or Request for Qualifications will become the property of the City of Aventura and will not be returned to the Proposers. In the event of contract award, all documentation produced as part of the contract will become the property of the City. P. In the event that the Contractor shall fail to complete any Work as set forth in the contract Documents, the Contractor shall have twenty-four (24) hours to bring said work up the standard set forth. If the Contractor fails to accomplish this, the City may complete the work itself or by hiring another contractor. The cost of completing said work will be deducted from the Contractor's monthly bill. 17 NONCONFORMANCE TO CONTRACT CONDITIONS Services offered must be in compliance with RFQ/RFP conditions and specifications and any resulting agreement at all times. Services not conforming to RFQ/RFP conditions, specifications or time frames may be terminated at proposer(s) expense and acquired on the open market. Any increase in cost may be charged against the proposer. ASSIGNMENT The contractor shall not transfer or assign the performance required by this proposal without the City's prior written consent. Any award issued pursuant to this proposal invitation and monies which may be payable by the City, are not assignable except with the City's prior written approval. AWARD OF PROPOSAL The City reserves the right to accept or reject any and/or all proposals or parts of proposals, to workshop or negotiate any and all proposals, to waive irregularities, and to request new proposals on the required materials or services. The City also reserves the right to award the contract on a split order basis, group by group or item by item, or such combination as will best serve the interests of the City unless otherwise stated. The City also reserves the right to waive minor variations to the specifications (interpretation of such to be made by the applicable department personnel). Final determination and award of proposal (s) shall be made by the City Commission. IDENTICAL (TIE PROPOSALS) Shall be awarded by the City in compliance with Florida State Statutes providing for a drug free workplace and also City Ordinance #96-07; that is, in the event of an identical tie bid, a preference shall be given to a business having a drug free workplace under Florida State Statute 287.087, as amended. Failure to provide proof of compliance when requested shall be just cause for rejection of the proposal as determined by the City, holding the City harmless for such rejection. PREFERENCE TO LOCAL BUSINESSES Pursuant to Section 1(G), of Ordinance No. 96-07, "businesses located within the (corporate limits) of the City shall receive a preference bonus of 10% or 10 points during the tabulation of bid proposals." HOLD HARMLESS All proposers shall hold the City, its officials and employees harmless and covenant not to sue the City, its officials and employees from their decisions to reject, award or not award a proposal, as applicable. 18 CANCELLATION Failure on the part of the vendor to comply with the conditions, specifications, requirements and terms as determined by the City, shall be just cause for cancellation of the award, with the vendor holding the City harmless. DISPUTES If any dispute concerning a question of fact arises under this contract, other than termination for default or convenience, the dispute will be handled in accordance with Section 2-259 of the City Code. ADDENDA, CHANGES OR INTERPRETATIONS DURING BIDDING Any inquiry or request for interpretation received five (5) or more days prior to the date fixed for the opening of the proposals will be given consideration. All such changes or interpretations will be made in writing in the form of an addendum and, if desired, will be mailed or sent by available means to all known prospective proposers not later than the established proposal opening date. Each prospective proposer shall acknowledge receipt of such addenda by including it in the proposal form. In case any proposer fails to include such addenda or addendum, his proposal will nevertheless be considered as though it had been received and acknowledged and the submission of his proposal will constitute acknowledgement of the receipt of same. All addenda are a part of the contract documents and each proposer will be bound by such addenda, whether or not received by him. It is the responsibility of each prospective proposer to verify that he has received all addenda issued before proposals are opened. Any questions regarding the specifications may be directed to the Finance Department, Indra Sarju, Purchasing Agent, located at 19200 W. Country Club Drive, Aventura, FL 33180, (305) 466-8925 or email to sariui(@cityofaventura.com. Under no circumstances will the City accept facsimile or electronic transmissions in lieu of a sealed proposal. Any proposals received in the above manner will be deemed unresponsive and a "no proposal" will be entered for the proposer. No verbal or written information which is obtained other than by information in this RFP or by Addenda to this RFP shall be binding on the CITY. DEFAULT PROVISIONS In case of default by the proposer or contractor, the City may cancel the service agreements, procure the articles or services from other sources and hold the proposer or contractor responsible for any excess costs occasioned or incurred thereby. 19 SECONDARY/OTHER VENDORS The City reserves the right in the event the primary proposer cannot provide an item(s) or Service(s) in a timely manner as requested, to contact the second best proposer of this RFP to perform said service. If the secondary contractor is unavailable, the City reserves the right to seek and obtain other sources without thereby violating the intent of the contract. CONE OF SILENCE PROVISION A. Notwithstanding any other provision of these specifications, the provisions of City Code Sec. 2-260 "Cone of Silence" are applicable to this transaction. The "Cone of Silence," as used herein, means a prohibition on any communication regarding a particular Request For Proposal ("RFP"), Request for Qualification ("RFQ") or bid, between: a potential vendor, service provider, proposer, bidder, lobbyist, or consultant, and the City Commission, City's professional staff including, but not limited to, the City Manager and his or her staff, any member of the City's selection or evaluation committee. B. The Cone of Silence shall be imposed upon each RFP, RFQ and bid after the advertisement of said RFP, RFQ or bid. C. The Cone of Silence shall terminate at the beginning of the City Commission meeting at which the City Manager makes his or her written recommendation to the City Commission. However, if the City Commission refers the Manager's recommendation back to the Manager or staff for further review, the Cone of Silence shall be reimposed until such time as the Manager makes a subsequent written recommendation. D. The Cone of Silence shall not apply to: (1) oral communications at pre-bid conferences; (2) oral presentations before selection or evaluation committees; (3) public presentations made to the City Commissioners during any duly noticed public meeting; (4) communications in writing at any time with any City employee, unless specifically prohibited by the applicable RFP, RFQ or bid documents. The bidder or proposer shall file a copy of any written communication with the 20 City Clerk. The City Clerk shall make copies available to any person upon request; (5) communications regarding a particular RFP, RFQ or bid between a potential vendor, service provider, proposer, bidder, lobbyist or consultant and the City's Purchasing Agent or City employee designated responsible for administering the procurement process for such RFP, RFQ or bid, provided the communication is limited strictly to matters of process or procedure already contained in the corresponding solicitation document; (6) communications with the City Attorney and his or her staff; (7) duly noticed site visits to determine the competency of bidders regarding a particular bid during the time period between the opening of bids and the time the City Manager makes his or her written recommendation; (8) any emergency procurement of goods or services pursuant to City Code; (9) responses to the City's request for clarification or additional information; (10) contract negotiations during any duly noticed public meeting; (11) communications to enable City staff to seek and obtain industry comment or perform market research, provided all communications related thereto between a potential vendor, service provider, proposer, bidder, lobbyist, or consultant and any member of the City's professional staff including, but not limited to, the City Manager and his or her staff are in writing or are made at a duly noticed public meeting. E. Please contact the City Attorney for any questions concerning Cone of Silence compliance. F. Violation of the Cone of Silence by a particular bidder or proposer shall render any RFP award, RFQ award or bid award to said bidder or proposer voidable by the City Commission and/or City Manager. CAMPAIGN FINANCE RESTRICTIONS ON VENDORS A. Pursuant to Ordinance 2005-14; City Code Section 2-420, vendors of the City are prohibited from in any way providing campaign contributions to City Commission candidates. B. City Code Sec. 2-420. Prohibited campaign contributions by vendors. (a) General, prohibition, disqualification, definitions. 21 (1) a. No vendor shall give, solicit for, deliver or provide a campaign contribution directly or indirectly to a candidate, or to the campaign committee of a candidate, for the Offices of Mayor or Commissioner. Commencing on the effective date of this article, all proposed City contracts, as well as requests for proposals (RFP), requests for qualifications (RFQ), requests for letters of interest (RFLI), invitations to submit qualifications (ISQ) or solicitations of bids issued by the City, shall incorporated notice of this section so as to notify potential vendors of the proscription embodied herein. b. No candidate or campaign committee of a candidate for the Offices of Mayor or Commissioner, shall deposit into such candidate's campaign account any campaign contribution which is received directly or indirectly from a vendor or which such candidate or campaign committee knows or should know was solicited by or for a vendor or delivered or provided for a vendor. Candidates (or those acting on their behalf) shall ensure compliance with this code section by confirming through examination of the official vendor list which is posted on the City of Aventura website to verify the vendor status of any potential contributor. A candidate or the campaign committee of a candidate shall not be in violation of this subsection if the vendor ways' not listed as a vendor in the City website at the time that the contribution was received or deposited so long as the candidate or the campaign committee of a candidate did not know that the person or entity was a vendor of the City. (2) Each prohibited act of giving, soliciting for, delivering or providing a campaign contribution or depositing a campaign contribution in violation of this section shall constitute a separate violation. All contributions deposited into a candidate's campaign account in violation of this section shall be forfeited to the City's general revenue fund. (3) a. A person or entity, other than a then existing vendor, who directly or indirectly makes a campaign contribution to a candidate who is elected to the office of Mayor or Commissioner shall be disqualified for a period of 12 months following the swearing in of the subject elected official from serving as a vendor with the City. A then existing vendor who directly or indirectly makes a contribution to a candidate who is elected to the Office of Mayor or Commissioner, shall be disqualified from serving as a vendor with the City for a period of 12 months from a final finding of a violation of this section, or from the time of action on a waiver request by the City Commission pursuant to subsection (b) below, in the event that a waiver is sought by the vendor. In the event that such waiver request for a particular transaction is granted, the affected vendor shall nonetheless be disqualified from serving as a vendor with the City as to any other goods, equipment or services to be provided by the vendor to the City, beyond the vendor goods, equipment or services which are the subject matter of any waiver which is granted. In the event such waiver request is denied for a particular transaction the 12-month disqualification period shall continue to apply to both the particular transaction for which the waiver 22 was sought, as well as all other vendor activities for the provision of goods, equipment or services to the City during that 12-month period. b. For purposes of this section, the term "disqualified" shall be defined to include: 1. Termination of a contributor/vendor's existing contracts with the City, subject to the applicable waiver provisions of subsection (b) herein; and 2. Disqualification of a contributor's response to solicitation requests for prospective vendor contracts with the City, subject to the applicable waiver of subsection (b) herein. (4) As used in this section: a. Vendor. 1. A "vendor" is a person and/or entity who has been selected by the City as the successful bidder on a present or pending bid to provide to the City goods, equipment or services, or has been approved by the City of a present or pending award to provide to the City goods, equipment or services, prior to, upon or following execution of a contract, or purchase order. 2. "Vendor" shall include natural persons and/or entities that hold a controlling financial interest in a vendor entity. The term "controlling financial interest" shall mean the ownership, directly or indirectly, of ten percent or more of the outstanding capital stock in any corporation or a direct or indirect interest of ten percent or more in a firm. The term "firm" shall mean a corporation, partnership, business trust or any legal entity other than a natural person. 3. "Vendor" shall not include City officers or employees. 4. For purposes of this section, "vendor" status shall terminate upon completion of performance of the agreement for the provision of goods, equipment or service. b. Services. For purposes of this section, the term "services" shall mean the rendering by a vendor through competitive bidding or otherwise, of labor, professional and/or consulting services to the City, including, but not limited to, the provision of lobbying services to the City. C. Campaign contributions. The term "campaign contribution" shall have the meaning which is ascribed to the term "contributions" pursuant to F.S. § 106.011, as amended. (b) Waiver of prohibition. (1) Criteria for waiver. The requirements of this section may be waived by the affirmative vote of five members of the City Commission for a particular transaction after a public hearing, upon finding that: a. The goods, equipment or services to be involved in the proposed transaction are unique and the City cannot avail itself of such goods, equipment or services without entering into a transaction which would violate this section but for waiver of its requirements; or b. The business entity involved in the proposed transaction is the sole source of supply as determined by the City Manager in accordance with procedures established by the City Manager; or 23 c. An emergency contract (as authorized by subsection 2-253(5) of this Code) must be made in order to protect the health, safety or welfare of the citizens of the City; or d. A contract for the provision of goods, equipment or services exists which, if terminated by the City would be substantially adverse to the best economic interests of the City. (2) Limited waiver. Notwithstanding the denial of the City Commission of a waiver request regarding the provision of goods, equipment or services under an existing contract pursuant to subsection (b)a. above, the City Commission, may by the affirmative vote of five members of the City Commission after a public hearing, grant a limited waiver concerning an existing contract for the provision of goods, equipment or services between a vendor and the City upon finding that in order to protect the health, safety and welfare of the citizens of the City, it is necessary that the affected contract be continued for a limited duration (not to exceed a period of six months) in order for the City to obtain a replacement vendor. (3) Full disclosure. Any grant of a waiver or limited waiver by the City Commission must first be supported with a full disclosure of the subject campaign contribution. (c) Implementation. The City Manager is authorized to adopt additional procurement procedures for goods, equipment or services to implement this section. These procedures shall provide for the assembly, maintenance and posting of an official City vendor list as referenced above. (d) Penalty. The Ethics Commission created pursuant to Miami-Dade County Ordinance 97-105, shall have primary jurisdiction for enforcement of this section. A finding by the Ethics Commission that a person violated this section, shall subject such person to an admonition or public reprimand and/or a fine of $250.00 for the first violation, and $500.00 for each subsequent violation. (e) Applicability. This section shall be applied only prospectively to campaign contributions which are made after the date of this section. (Ord. No. 2005-14, § 3, 10-11-05) PUBLIC ENTITY CRIME/DISQUALIFICATION Pursuant to Section 287.133(3)(a), Florida Statute all proposers are advised as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity and may not transact 24 business with any public entity in excess of the threshold amount provided in s.287.017 for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." CONFLICTS OF INTEREST The award of any contract hereunder is subject to the provisions of Chapter 112, Florida State Statutes. BIDDER's must disclose with their Bids, the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of Aventura or its agencies. PUBLIC RECORDS LAW PUBLIC RECORDS a. CONTRACTOR agrees to keep and maintain public records in CONTRACTOR's possession or control in connection with CONTRACTOR's performance under this Agreement. CONTRACTOR additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. CONTRACTOR 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 CITY. b. Upon request from the CITY custodian of public records, CONTRACTOR shall provide the CITY 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. 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 CITY. d. 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 CONTRACTOR shall be delivered by the CONTRACTOR to the CITY MANAGER, at no cost to the CITY, within seven (7) days. All such records stored electronically by CONTRACTOR shall be delivered to the CITY in a format that is compatible with the CITY'S information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the CONTRACTOR shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. e. Any compensation due to CONTRACTOR shall be withheld until all records are received as provided herein. 25 f. CONTRACTOR's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the CITY. Section 119.0701(2)(x), Florida Statutes IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: City Clerk's Office Mailing address: 19200 West County Club Drive Aventura, FL 33180 Telephone number: 305-466-8901 Email: horvathe(c�cityofaventura.com SCRUTINIZED COMPANIES Pursuant to Section 287.135, Florida Statutes, a Proposer is ineligible to, and may not submit a Proposal for, or enter into or renew a contract with the City for goods or services of $1 million or more if at the time of submitting a Proposal for a new contract or renewal of an existing contract, the Proposer: 1 . Is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel; 2. Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, Florida Statutes; or 3. Is engaged in business operations in Cuba or Syria OTHER GOVERNMENTAL AGENCIES: 1. All Proposal awarded contracts for this bid may, upon mutual agreement with other agencies, permit any school district/board, municipality or other governmental agency to participate in the contract under the same price terms and conditions, if agreed to by both parties. 2. Further to paragraph 1, it is understood that each school district/board, municipality or agency will issue its own Purchase Order to the awarded bidder(s). 26 3. It is understood and agreed that the City is not in any way a legal party to any contractual agreement made between any other government unit or educational organization and the Awarded Bidder(s) as a result of this Proposal. PROTEST PROCEDURES: Bid protest procedures are governed by the City of Aventura Code, Section 2-259. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 27 RESPONDENT'S CERTIFICATION RFP # 18-02-13-2 PROVIDE PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAINTENANCE SERVICES I have carefully examined the Request for Proposal. I hereby propose to furnish the services specified in the Request for Proposal. I agree that my submittal will remain firm for a period of at least 120 days in order to allow the City adequate time to evaluate the submittals and determine a ranking of the most qualified firms. I certify that all information contained in this submittal is truthful. I further certify that I am duly authorized to provide this submittal on behalf of the firm as its act and deed and that the firm is ready, willing and able to perform if awarded the contract. I further certify, under oath, that this submittal is made without prior understanding, agreement, connection, discussion, or collusion with any other person, firm or corporation tendering a submittal for the same service, that no officer, employee or agent of the City of Aventura or any other respondent is interested in said submittal; and that the undersigned executed this Respondent's Certification with full knowledge and understanding of the matters therein contained and was duly authorized to do so. Addendum # Dated Addendum # Dated Addendum # Dated NAME OF BUSINESS SIGNATURE NAME & TITLE, TYPED OR PRINTED MAILING ADDRESS CITY, STATE, ZIP CODE TELEPHONE NUMBER FAX NUMBER EMAIL ADDRESS 28 STATE OF ) ) SS COUNTY OF ) The foregoing instrument was sworn to and subscribed before me this day of 20 by who is personally known to me or produced as identification. NOTARY PUBLIC, State of Print Name: Commission No.: Commission Expires: THE REST OF THIS PAGE IS INTENTIONALY LEFT BLANK 29 SWORN STATEMENT PURSUANT TO SECTION 287.133 (3) (a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to the CITY OF AVENTURA, FLORIDA By: (print individual's name and title) For: (print name of entity submitting sworn statement) whose business address is: and (if applicable) its Federal Employer Identification Number (FEIN) is: (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 2. 1 understand that a ""public entity crime" as defined in Paragraph 287.133 (1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentations. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1) (b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of guilty or non contendere. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers' directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133(1) (e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United 30 States with legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, and partners. Shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement, which I have marked below, is true in relations to the entity submitting this sworn statement. (Indicate which statement applies). ❑ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. ❑ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. ❑ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list (attach a copy of the final order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Signature Sworn to and subscribed before me this day 20 Personally known OR Name of Notary Produced identification Notary Public— State of 31 BUSINESS ENTITY AFFIDAVIT (VENDOR/BIDDER DISCLOSURE) I, being first duly sworn State: The full legal name and business address of the person(s) or entity contracting or transacting business with the City of Aventura ("City") are (Post Office addresses are not acceptable), as follows: Federal Employer Identification Number(If none, Social Security Number) Name of Entity, Individual, Partners or Corporation Street Address Suite City State Zip Code OWNERSHIP DISCLOSURE AFFIDAVIT 1. If the contract or business transaction is with a corporation, the full legal name and business address shall be provided for each officer and director and each stockholder who holds directly or indirectly five percent (5%) or more of the corporation's stock. If the contract or business transaction is with a trust, the full legal name and address shall be provided for each trustee and each beneficiary. All such names and addresses are (Post Office addresses are not acceptable), as follows: Full Legal Name Address Ownership 32 The full legal names and business address of any other individual (other than subcontractors, material men, suppliers, laborers, or lenders) who have, or will have, any interest (legal equitable, beneficial or otherwise) in the contract or business transaction with the City are (Post Office addresses are not acceptable), as follows: Signature of Affiant Date Print Name Sworn to and subscribed before me this day of 20 Personally known OR Notary Public Produced identification Notary Public — State of My Commission expires: Type of identification Printed, typed or stamped commissioned 33 CITY OF AVENTURA "NO BID or PROPOSAL" RESPONSE If your firm is unable to submit a bid, please complete and return this form prior to date shown for receipt of proposal, and return to: CITY OF AVENTURA We have declined to propose on RFP # 18-02-13-2, for the following reasons: We do not offer this service/product Our schedule would not permit us to perform Unable to meet specifications Unable to meet bond/insurance requirements Specifications unclear (please explain below) Other (please specify below) REMARKS Typed Name and Title Company Name Address Business Phone Fax Number 34 REFERENCES Proposer shall submit as a part of the proposal package, at least five (5) business references with Project Name/Title, Client Name with Address, Telephone & Fax Numbers, Project Location, Fee Charged, Source of Funds, and Performance Period that have utilized the services being proposed to the City. (*Indicates required information) Name: Contact Name: *Address: *Telephone No.: *Fax No.: Cell Phone No.: Email: Date of Contract: ------------------------------------------------------------------------------- Name: Contact Name: *Address: *Telephone No.: *Fax No.: Cell Phone No.: Email: Date of Contract: 35 REFERENCES continued Name: Contact Name: *Address: *Telephone No.: *Fax No.: Cell Phone No.: Email: Date of Contract: **************************************************************************************************** Name: Contact Name: *Address: *Telephone No.: *Fax No.: Cell Phone No.: Email: Date of Contract: **************************************************************************************************** Name: Contact Name: *Address: *Telephone No.: *Fax No.: Cell Phone No.: Email: Date of Contract: 36 SCRUTINIZED COMPANIES PURSUANT TO SECTION 287.135, FLORIDA STATUES The undersigned Proposer in accordance with Section 287.135, Florida Statutes, hereby certifies that: 1 . Proposer is not participating in a boycott of Israel; 2. Proposer is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; 3. Proposer does not have business operations in Cuba or Syria. Signature (Blue ink only) Print Name Title Date STATE OF FLORIDA ) COUNTY OF ) The foregoing instrument was acknowledged before me this day of 2018, by as (Name of person acknowledging) (Title) for (Company name) Personally known to me or has produced Identification type of identification produced (NOTARY SEAL HERE) SIGNATURE OF NOTARY PUBLIC PRINT, TYPE/STAMP NAME OF 37 W-9 38 Form Request for Taxpayer Give Form to the (Rev.November 2017) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to wwwJrs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. 2 Business name/disregarded entity name,if different from above M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to mfollowing seven boxes. certain entities,not individuals;see a instructions on page 3): o ❑ Individual sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate M single-member LLC Exempt payee code(if any) ai c CL v ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting +• N LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is de(if any) another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that co IL S is disregarded from the owner should check the appropriate box for the tax classification of its owner. V ❑ Other(see instructions)► (Applies to accounts maintained outside the U.S.) d CLCO 5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional) U) 6 City,state,and ZIP code 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SHowever,for a TU - resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. M d LiMM Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign Signature of Here U.S.person► Date► General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number Use Form W-9 only if you are a U.S.person(including a resident (EIN),to report on an information return the amount paid to you,or other alien),to provide your correct TIN. amount reportable on an information return.Examples of information returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.11-2017) 39 NVUNEZ EXHIBIT "2" NUNEZ TENNIS TRAINING 21399 Marina Cove Circ.,#M139 Aventura,FL 33180 Phone:305 682 9444 •E-Mail:coachnunez@tennistraining.com Web:www.tennistraining.com Date: February 12- ,2018 Indra Sarju RFP No.18-02-13-2 Operational Management &Court Purchasing Supervisor City of Aventura Maintenance Services for the City Aventura, 19200 West Country Drive Founders Park Tennis Center. Aventura,FL 33180 Dear Indra, As President of Nunez Tennis Training (referred to hereafter as "NTT'), I appreciate the opportunity to offer you our Proposal for the operation and management of the Aventura, Founders Park Tennis Facility (referred to hereafter as "Founders Park Tennis Center" or the "Center"). I have been engaged in the wonderful world of tennis for over 45 years. My career has been spent as a tennis facility operator, manager, coach, trainer and consultant to individuals of all ages and backgrounds who were looking for professional guidance in these areas. I feel blessed to have touched so many lives in a positive way. As an Aventura resident for the past 25 years,I look forward to having a positive impact in our community. My personal style is to demonstrate a positive attitude in my business and tennis activities. Whether I am coaching a top-ten professional player, or running a tournament for 8 years old girls, my goal is the same: to introduce a love for the game of tennis. The more you give to tennis, the more it gives to you. I believe my temperament, background and experiences leave me well-qualified and well-suited to operate the City Of Aventura Founders Park Tennis Center. My carrier began in 1970 as a Davis Cup player for the Ecuadorian National Team. Thereafter, I played many years on the professional ATP tour. I then enhanced my global experience in the 80's by coaching top-ten world ATP players at Hopman International Tennis Academy in Largo, Florida. Then in 1993, I moved to Aventura to manage the internationally acclaimed Turnberry Isles Resort Club Tennis Facility,where during the next 20 years,I assumed full responsibility of operations and management. Then I relocated my Academy to the NMB Tennis Center for 2 years, operating as a sub-tenant of the previous operator. Currently, I am running my tennis academy at the Aventura Waterways LA Fitness Tennis Courts for the last 3 years. I am proud of what we have accomplished. My extensive Tennis background gives me a perfect understanding of the Founders Park Tennis Center and makes me very confident to enhance the Center's quality of service and business performance. You will find my Proposal package clearly explaining all requested item in RFP No. 18-02-13-2. Page 2 Tnify Yoll ' Ti I-- Nunez N k 1'4FZ TE,NNIS'TI TN iNO Page 3 NUNEZ TENNIS TRAINING: SCOPE OF SERVICES PROPOSED Since 1993,NTT has a leading force in the tennis industry in the Aventura/North Miami Beach area. Our primary purpose has been to develop tennis players of all ages,abilities and backgrounds by helping them to achieve their potential as athletes and as people. For over 38 years,internationally renowned Coach Nunez has coached top players in the game, including French Open Champions,top ATP players,USTA National Champions,Top World Juniors Players,and NCAA Champions. Although thousands of players have come through our system,every player is unique and special to us and NTT strives to make each player part of the ever-growing Nunez family. NTT is proud of each and every player that has worked with us to make the most of their training and maximize their potential. NTT offers a wide scope of solutions to satisfy any tennis player's profile: • After School Program is aimed at local juniors who want to exercise,have fun and improve their tennis game during the week. Health professionals know getting kids to become physically active is critical and this program makes it fun and easy for students to live an active and healthy lifestyle.Every afternoon begins with a 30 minutes warm up consisting of coordination,footwork,and stretching exercises. Students are then placed into groups depending on skill level,where they play under the guidance of instructors. • Summer Camp is a great time for recreational players to get serious and train in a full time program over vacation.With a combination of one-on-one coaching and group training,players can learn all the fundamentals of tennis they need to take them through their tennis career.Whether they are recreational or competitive players our Summer Camp is built to help improve their game while having fun and making friends. Players from all over the world come every summer to NTT to experience world class tennis training in beautiful South Florida weather. • Adult training program is geared towards players that are serious about improving their game while having a great time. Coach Nunez and his staff improve weaknesses while teaching how to capitalize on strengths. Each day during the Adult Training program students learn how to: develop better stroke mechanics,improve footwork,use the right strategy against different opponents,play with more confidence, and win more matches. Page 4 OVERALL BUSINESS APPROACH / FINANCIAL PLAN I was fortunate to be among the coaches working in the Aventura area for the last 25 years and I am proud to have always been well appreciated by all of the members and residents. Of course, this experience enables me to identify areas in need of improvement. Our vision is to enhance the Founders Park Tennis Center into a facility where all Aventura's residents will feel appreciated and welcomed. Our goal is to share with our community the benefits of exercise through tennis and other physical activities. The Center can and should become an exciting and attractive sports facility where people enjoy top grade city services. Our Values are: • To stimulate competitive tennis at all levels • To welcome players of all backgrounds,abilities and ages. • To help everyone develop confidence through fitness and competition. • To promote health,camaraderie and fun amongst the residents. • To respect the environment. • To be accountable and transparent to the community of Aventura. We have combined our team's professional experience to build a realistic business plan taking into account the specificities of the facility,its residents and the City of Aventura requirements. Our business approach will be split into 4 distinct sub-sections in our Proposal: • MARKETING PLAN,NTT will discuss our plan to develop the turn over and enhance the awareness of the Founders Park Tennis Center • SPORT ACTIVITY,NTT will list programs and clinics to be provided to match community demand. • ADMINISTRATION PLAN,NTT will discuss the proposed administrative process. • FINANCIAL PROPOSAL,NTT will deal with the compensation to be paid to the City of Aventura Page 5 1) NUNEZ TENNIS TRAINING MARKETING PLAN • In order to improve community awareness,NTT will introduce the Aventura Tennis Center new and exciting Tennis programs.NTT and its team will be present and actively promoting all tennis facility related services at Founders' Day and other city events. • NTT will direct awareness efforts within all Aventura Schools.We will promote our After-School,Adult,weekend clinics,as well as out Summer Camp Programs. • NTT will look forward to a strong marketing partnership with the City of Aventura in order to build awareness on City related web pages and printed marketing material. • Special Events : NTT will organize every year"The City of Aventura Tennis Championships"in collaboration with the City of Aventura and all of the schools. Founders Park Tennis Center has the potential to host many tennis events,NTT will organize: - PRO-AM Charity events/ROUND ROBIN MIXERS /USTA Free Tennis Clinics, - Youth Tennis Festival Days/Grass Roots Multicultural programs /Wheel- Chair clinics - Exhibitions with ATP/WTA players -NTT will collaborate with the city of Aventura officials in any initiative of development of Outreach program. -NTT draws on its extensive relationships to invite on a regular basis former professional NTT and ATP players to participate in clinics and camps, demonstrate all aspects of the game,and share their expertise with the Aventura community. Some of the personalities that NTT has an ongoing personal relationship with are Andres Gomez (French Open Champion),Michael Chang ( French Open Champion),Nicolas Lapentti (top 10 ATP Player),Fernando Gonzales (Olympic gold medal winner),and Ivo Karlovich(top 30 ATP player). In addition,there are many other champions we can draw upon who would be willing to support NTT's Founders Park Tennis Center initiatives. Page s 2) NUNEZ TENNIS TRAINING : SPORTS ACTIVITY PLAN NTT will offer a range of services to provide the correct solution for every resident.The list below can be amended as needed based on resident and city feedback,with respect to city requirements. • Afterschool programs : NTT will offer afterschool programs for all juniors: • Schedule Monday—Friday starting 2:30 PM to 6:30 PM August to October • Schedule Monday—Friday from 2:30 PM—6:00 PM November to Mid-February (DLS) • Schedule Monday—Friday from 2:30 PM—6:30 PM Mid-February to June • Max 6 to 1 player/coach on court ratio • Stroke production,technique and strategy,Mental toughness training,on and off the court • Physical fitness program included/Competitive match play and strategy • Make up day (rainouts during the week) on Saturday from 10:00 AM— 12:00 PM • PACKAGE RATE: Little players: ages (4-7)45 minutes per class (2:30pm to 3:15pm and 3:15 to 4:00pm) Limited to 6 kids maximum per court Eight(8) classes per session: Starting at$160.00 (4 weeks)Monday to Thursday Young players: ages (8 -17) 2 hours per class (4:00pm to 6:00pm)DLS Limited to 4 Juniors maximum per court Eight(8) classes per session: Starting at$225.00 (4 weeks)Monday to Friday For the kids already enrolled in a program :Additional classes will be charged at a price of$35.00 For kids coming on daily basis Classes(no package):$50.00 per class NOTE: A one-time registration fee of$100.00 is required for all registrants! Prices subject to change at any time! Adult Clinics : ages (over 18 ) NTT will offer adult clinics for a maximum of 4 players and a minimum of 3 players. Daily,weekly Times Schedules will be flexible depending on the players' request. Tentative schedule: Monday—Wednesday-Friday from 8:00am to 9:20am Beginner Level Tentative schedule: Monday—Wednesday -Friday from 9:30am to 11:30am Intermediated/Advance For all Adult clinics : Daily and Times Schedule are subject to be adjusted upon demand(TBA) - • Stroke production,technique and strategy/Competitive match play and strategy • Mental toughness training,on and off the court/Physical fitness program included - Rates: $25.00/person(minimum of 4 players)/for Packages of 10 clinics : 10% discount $30.00/person(minimum of 3 players) Note :NTT will require one Har-Tru clay court all day to be reserved specially for private lessons and adult's clinics. Page 7 • Holiday Camps Camp Rates: Full-day Tennis Only $475.00/Half-day Tennis Only $275.00 (Prices subject to change depending on the tennis level) • Private lessons : A team of professional coaches certified USPTA or USPTR will be available for both residents and non-residents of all ages and skill levels. Rates: from$70.00 to $125.00/hour depending on the coach level Package of 10 lessons: 10% Discount Monday to Friday: 8:OOam—5:OOpm/Saturday-Sunday: 8:OOam- 12:30pm depending on tennis PRO availably upon requested . Personalized training/video tape evaluation(Optional) Note : NTT will require one Har-Tru clay court all day to be reserved specially for private lessons and clinics 3) NTT ADMINISTRATION PLAN • The Tennis Center will be open to the public seven days a week,Including Holidays - operational opening time: 8:OOam/closing time: 6:OOpm Monday to Friday - operational opening time: 8:OOam/closing time: 5:OOpm Saturday & Sunday • NTT will need an office space in the facility. • NTT will ensure the continuity of the maintenance of the full facility by ensuring the maintenance staff matches and exceeds the industry standard in a professional manner. • All surrounding areas will be kept clean,orderly and in safe conditions by the City of Aventura Staff. Page 8 • NTT COURT MAINTENANCE SERVICES: Har-Tru Clay Courts at the Center have a tendency to become very soft over time due to the high moisture content of the courts and as such,require maintenance to be pro-active: Our permanent daily court maintenance : workers will arrive at the facility by 6:30am for the first maintenance to have the clay courts ready to play by 8:OOam and at 12:30pm will start the mid-day maintenance to have the clay courts ready to play at 2:OOpm. This daily maintenance services will consist: - To groom the surface using a court rake to smooth out and level any accumulation of material. - To agitate the subsurface of irrigated courts on a regular basis to inhibit the growth of algae and fungus. - To also clean the tapes using a line broom. - To perform a"as needed"heavier maintenance which will include Agitating/Scarifying, Patching,Rolling,adding Top Dressing with attention paid to Har-Tru Material in order to replicate the sliding surface and playability of sprinkler irrigated clay courts. Our Long-Term Courts Maintenance : To Be Discuss with the city Officials - South Florida weather conditions of rain,extreme sunlight,wind and certainly,play over time will cause surface material to wash off the courts and to shift from the high side of the court to the low side of the court. Over time,the Tennis Center's Har-Tru Courts will loose their ideal surface depth of V and the slope of the court will begin to "flatten out". These changes will cause the court to shift under rolling,shift under play and drain poorly,resulting in less than optimum(possibly even dangerous) playing conditions. - Consequently,subsurface-irrigated Har-Tru Courts should receive a "laser-tapered" resurfacing every 4-6 years. - NTT has the expertise to be part of the vendors able to provide this service at a competitive rate. • Hard Court maintenance process: Court maintenance worker will: - Remove all foreign material weekly with a power blower. Page 9 While rain will keep the surface clean most of the time,we will rinse the courts weekly to insure a surface free of debris; High-Pressure cleaning has to be done in an average of every 6 month at a competitive rate. (regular washing can add as much as two years to the life of the court) City of Aventura will replace nets and windscreens as needed. 4) NUNEZ TENNIS TRAINING : FINANCIAL PROPOSAL The financial proposal you will find below is made under the following assumption: The current maintenance material and equipment budget provided by the city of Aventura will remain at least the same and could be revised according the upgrade required to meet the standards of professional tennis court maintenance. -The City of Aventura will retain 15% of all revenues generated by NTT at the founders Park Center -NTT will charge a monthly fee of$2,000.00 for the daily maintenance of the two (2) Har-Tru courts and one Hard court. Note:IfNTT is selected,NTT executives are open to discuss these and other terms with the Evaluation Committee. Page 10 NUNEZ TENNIS TRAINING: FIRM QUALIFICATION and EXPERIENCE • Since 1987,NTT has played a major role in the tennis industry. • Since 1987,more than 45.000 players have enjoyed NTT experience • Since 1987,NTT has managed a group of 10 coaches simultaneously. The qualification and experience of NTT can be seen through the profile and past activities of Colon Nunez himself over the last 39 years,as well as through his excellent reputation among the international professional tennis community. COLON NUREZ: Mr.Nunez,originally from Ecuador and a US Citizen,played on the ATP tour from 1970-1980. He played Davis Cup for Ecuador for seven consecutive years. At the conclusion of his ATP career,he served for six years as the Director and Head professional of the legendary Harry Hopman International Tennis Academy in Largo,Florida. During that time,he also helped to open the Harry Hopman International Academy in Bologna,Italy. Coach Nunez has trained and worked with well-known professional tennis players including six past Grand Slam Champions; Andres Gomez,Michael Chang,Jim Courier,Mary Pearce,Paul McNamee and Peter McNamara amongst others. He continues to work with current ATP/WTA touring professionals,collegiate tennis players and nationally ranked juniors. Over the years,he has been involved in the coaching and development of over forty thousand(40,000) children utilizing his time proven methods. For the past twenty-five years Colon has successfully owned and operated NUNEZ TENNIS TRAINING at the Turnberry Marina Yacht Club in Aventura,at the Arthur Snyder Tennis Center and currently at the Aventura Waterways LA Fitness Tennis Courts.With nearly forty years of professional experience,has provided quality tennis instruction,training and services with his team of certified teaching professionals. His responsibilities in this role included: membership services,facility management,operation of the tennis pro shop,overseeing the maintenance as well as the marketing for programs which are ongoing annually. A World-Class Coach,his teaching methods and staff development programming have enabled him to create a team of certified USPTA or USPTA teaching professionals with the ability to generate positive teaching,coaching and playing experiences for all level of players. President and Director of Nunez Tennis Training,with over 35 years of managerial experience in Tennis Clubs,has coached many top ten players and in particular two of them that won Roland Garros,Andres Gomez and Michael Chang,has several Jrs. and Colleague National and International Champions over his 39 years of coaching. Page 11 DANIEL ENCINAS: ATP player and Co-Director of the High-Performance Program at NTT, Daniel has been part of the Chilean South-American Team along with good friends Nicolas Massu and Fernando Gonzalez. He was a Chilean National Champion as a junior in both singles and doubles (16's, 18's). During his short career in the pro circuit he always showed sportsmanship and dedication to the sport.Now Daniel is a well-known High-Performance coach in South-America and in Florida. Daniel is a USPTR member and is one of the key coaches of Nunez Tennis Training. ERIC NUNEZ: ATP player and Director of the High-Performance Program at NTT,Eric has been part of the US Jr. Davis Cup Team along with good friend,Andy Roddick. He was a USTA National Champion as a junior in both singles and doubles (16's, 18's). He was the top recruited player in the country for college in the year 2000 before turning pro and playing on the ATP World Tour for 10 years. He achieved a ranking within the top 180 in the world,winning challenger and future events and recording wins over players like Kevin Anderson(#30),Yen- Hsun Lu (#33),and Ricardo Mello (#50).Eric is currently a National coach for the USTA campus in Lake Nona,FL. ANDRES GOEZ: A Grand Slam champion will be the visiting touring pro,he will be available for all the programs NTT is offering on a seasonal basis. EXPERIENCE OF KEY PERSONNEL : The NTT Key Personnel are Colon Nunez acting as the Director of the Tennis Center helped by his co-director Daniel Encinas.They will be the main contact persons reachable 24/7.They will take care of all the sports operation and manage the pros staff to ensure the quality of the services. A team of experts will support the management team in the development of the tennis center: - Eric NUNEZ as a permanent connection with the USTA organization in charge of the development of all collaboration with Martin Blackman—General Manager of the USTA player development department - Andres Gomez—former grand slam champion—as a permanent ambassador promoting NTT tennis programs around the tennis world. Contact Person: Colon Nunez Founder & director of NTT Supervisory personnel: COLON NUNEZ and DANIEL ENCINAS: CO- DIRECTORS COLON NUNEZ PROFILE: See above Bio. DANIEL ENCINAS PROFILE: see above Bio. ERIC NUNEZ PROFILE: See above Bio. ANDRES GOMEZ PROFILE: See above Bio Page 12 FIRM'S RESOURCES AND EXPERIENCE WITH GOVT. ENTITIES In order to ensure a smooth transition to the current residents playing at Founders Park Tennis Center,NTT will suggest the city to provide the following equipment to properly maintain the two Har-Ttru courts and one Hard Court. (if no equipment are available,NTT suggest the city to purchase them) Clay Court Maintenance and Groomingeequipment: Golf Card vehicles (EZ-GO). CourtPac Roller,Drag Brush/lute,Aussie Clean Sweep, Seclect Bristle Drag Brush,Line sweepers,Line Scrub,Replacement Brush Assemblies. Hard-court Maintenance equipment: Blower, Water Removal Equipment and 2 Water squeegees CLIENT REFERENCES Perhaps the best demonstrations of past successful ventures are all the recommendations and previous contracts that you will find in below: Those recommendations letters and contracts have been provided by: - Jens Grafe and Darrell Sheafer; General Managers of the Turnberry Isle Resort and Club - Fred Stolle Director of Tennis Operations of the Turnberry Isle Resort and Club - Werner Riffel Director of Finance of the Turnberry Isle Resort and Club • You will find certification that NTT/Colon E.Nunez operated and managed the Turnberry Isle Resort& Club from 1993 to 2012. • You will find also the current ongoing contract between NTT and LA Fitness International LLC. • NTT/Colon E.Nunez has NO pending lawsuits • Letter from The Point of Aventura Tennis Club accepting services to resurface their Hydro Courts date August 4,2012 Page 13 REFERENCES: Fred Store Michael Chang Tennis Legend Grand Slam Champion 305-929-6700 r•1abL e 949 533 7091 M-nile 30 59 32-3 196 Home jmtpccftaol.corn fiery 10s tagmail.com 3006 Island Blvd ;;2802 Aventura,FL 33160 Blackman, Martin Gomez,Andres Gerenal Manager LISTA Grand Slam Champion 561-221-5620'•'_,b a 593-99-940-2915 Mobile marbn.blackman crusta,com ajbgomez 1960 @gmail.com martinb-aamerican.edu Guayaquil,Ecuador Jim Courier US Davis Cup Capban 191799159W,'.-,b_,b e jscg+nsideoudive.cam REQUIRED FORMS, ATTACHMENTS AND VALUE-ADDED BENEFITS Below you will find all required licenses and certificates of insurances complete. Please note the City OfAventura Vendor License Application has been completed and delivered to the Procurement Office where itis being held pending determination of this procurement. NTT Value added benefits: NTT/Colon E Nunez will bring a great added value to the Founder Park Tennis Center because of: - His local following, - His professionalism in the all aspects of the tennis management,teaching and programming. - His diplomacy and courteous manners to deal with the day to day members and clients requests is one of his qualities. - NTT/Colon E Nunez local,state,national and international exposure will make the Founders Park Tennis Center a community destination. ♦lT Page 14 NUNEZ NUNEZ � r � FLOAIOA ww iN- ITSA T -ORE i, Mlijl, i,.....�......F ,.+..�. � ' `••. 1305-682-9441 w.tennistrninin g.coin """"' 1 " ac M1nunea�tenniatrvining.com 1 r{ . ONE OF'.�J nam - /t. r 1 '. ACRRE LEARN R PLAY TENoSPECIAL OFFER - - `� LU ��O CALL FOR MORE DETAIL �, "I� It:rilll�!!H�ii�tEl1N111U1111111 \ (305)682 9414 Fr - Pleaseour - •site at www.tennistraining.com for • • Page G I � � [ 70 � 00 00� ° . § k . N / � q � ■ � a ) � ƒ � � §} � Page 16 r 4 RESPONDENT'S CERTIFICATION Y p p �y RFP # 18-QL-13-2 PROVIDE PROFESSIONAL TENNIS PROGRAM MANAGEMENT AND COURT MAI ATENANCE SERVICES I have Carefully exarn5niad the Request for Proposal. I hereby propose to furnish the services specified in ('a Request for Pruposal. r agree tha: my submittal will remain Firm for a penod of at least 920 days in order la arlow the C.t} tiizir, to evalua`,e the submittals and dei-ermine a ranking of the most qualified firms_ G 1 certiry Thai al[ information oontarned in chis submittal is truthful. I further certify that I am duly authorized to provide orris submittal on behalf of the firm as its act and dead and thar the firm is ready_ wiHing and ab1,:to perform if awarded the contract. i h further certify, under oath. that this sul)rnittal is matte wiChout prior understanding, agreement. connection, discussion. or collusion with any other person, flim or corpDration tendenng a 30)ruillal for tiro sarne serviCe. that no officer, employee or t agent of the City of Aaentura or any other respondent is interested in said submittal; and the Llndorsigned execxrted IN-; Respondent's Certrfruatinn with full >cnowied9P and j understarrbmg of tFi� matters therein c-ontai"d as,d was duly authoTsze[d to dap so. Aidandum Of t Oalwli ,� * �d Addendum 4 Dated � Add e-ndum# fJatryd k N� -r BU INE88 i S Al E �EaTITLE, TYPED OR PRINTED At It INS Df Et 340C— Y P COD E_ZI LEPHONE NUMBER �- ': NUMBER r , FMA!L ADDRESS s 28 Page 17 I WDRP! STATEMENT PURSUANT TO SECTION 2$7.133 (3) (a , FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST 6E SIGNED AND $bVORN f O IN TkF: PRESENCE OF A NOTARY PIJBLIC OR OTHER O1=F1CAL AUTHORIZE0 TO ADMINISTER OATH$- I 1. This swot staternerrt is submitted to the CITY OF AVENTIfRA,FLORIDA i I ff]YrY7f u70f4p'l+df'¢Hams anr1 fijJr,1 � For _. 7111 L,l � ;�'7/LIdt J7,?nr r.ern ^?(F�nyf rl}'.5rrf�rr�rll r; svroni statemerf) # whose business address is. s r� . r .1k C--A 41 , and of 7 livabier its Federal L=nrp:awief Idorttiricadon number(FEIN)is: Q ISP �� 1 I eIf rhe entefy hAc no 1-L1N. ,rciuch, rho Sicrai 5ae.;irefy Number of fhe iRdivicrual StYM?19 this l w�ltr.''f� if�fFnll.'11{ I 2. 1 undetstalbtl thac a "'pubtic entity crime' as defined in Peeegraph 287.133 (1}(g), F!79orlda $Idiutes, irruans a vioFation uI imy Mate ar federai law try n person wrth respect to and directly related to the lizinsaction of business with grey public entity or vnth akn agency ar political subdivi�ion of any other state or of the United States, including but not limited Mn, M'f NU or rig In,for goc45 nr r ice.%s ro be provided to try public entixy or an allwicy or political subdivision of any other state or of the Untled Staws and involving Antitrust,fraud, theft_bribery. r:ollusion,racketeering_conspiracy,or material misrepresentations_ 3 r ondemland wai. or-rpnvichon'as defined in Paragraph 287.133(1)(b), Florida Ssnlutes. means a fin{iin+q of quirt u a conviction pt a puDtic entity r-rime. witty or without an i taplU4!n,ltitNl ail clwl.. rr aiiw ic,Jorai }r 51.1i'Lnal court of mGord reiating Lo chArges ixought by iudIClnlei)t or mformatiorL aILsr .rely 1, 1989. as a rest,. of a jury verdict, non-jury trial, or entry of a plea Of guilty or non contendere. -4 ' r;nderytr,rid :flat an "affifsate" As ciefined in Paragraph 2FS7.133(1){aj. Florida Statutes. r��eans A or successor of a pyrson convicted of a pubfic entity crime:or 2 A.-r entlLy mixer the contrgl nl any natural person wnc is active In the manage ineat of the l entity acrd vdno has hec:s, cx]rwiotCd of a public_entity crime. The !;Km 'affiliate"includes II those officers" direc_tr3rs, exccui:Nes, partnenr, shareholders, employees, members, acrd :lgailt5 whO aro act tie;n the rrmnay(-miccli of an affiliele. The ownership by oni� person oFshores constituting a controlling interest in snothar person, or a pooling of equipment or income among persons when nc>d for fair market value under an arm's Eength &�reemenf, shall tie a prima rar:le case t`a# tine person controls another person. A 1 pLiNDr. who knGwingly enters rnto a y)inI venture with a person who has bean convicted , i3fa rstkhlir:entity Carne in Florida during the preceding 36 months�hs11 be considered An �ffifl�te 5. I urxiersland that a "person- as delined ,n Paragraph ;W.133(1) (e), I-Lorida Statvies, means any natural person or entky organized Under the laws oP any siate or of She United I i Page 18 Stales with logal powor to ontar irtto a binding contract and which bids or applies to bid on coortraots far the provision of gams or servia2s. let by a public entity_ or whioiT o#trenvise transacts or applies to transact business with a public entity. The term -per&W includes those officers. directors, executives. and partners. Shareholders, employees, memb2d5, end agents who eTQ rl a in rn�qn.�iuernpril 01 a I L wntity_ h Base on tnformaiion and belief. rhe statement which I have markid trclow_ is true ir. relations+o the Pn1;ty submiMnq ales swam stalemerft. (Indicate which staternent app3ies). Ni�illr-L�i Lim ei.Lay SiUwiaijng Cris swam swwmem, nor any 01 its pfla:ers, directors_ extCUfiUis. partners, Shareholders, employees, rner55bcrs_ or agents who ark arrive in the management of the entity, nor any affiliate al the entily has been charged with and nn_ix+gid Cr Z'psihlk.Polity suhsPyr,t?nk iC July 1, 1989_ The entity submitting this swam staternenk. or one or mora of its officers. direclors, Pxecutrres. partners. sharellolbafs. cmpfoyees, members. or agents who are active In the rnanagoment of the entity. or an affiliate of the enMy has heen charged with and convictod of a public entity crime subsequent to July 1, 1989- I he eSll.ly submitting this sworn stetomant, or one or more o€ its ufficers, dircckors, exeCuUweS, partners, shareholders, employees, members, or agents who ere active in the rr:an@gement of Wo cx5tity. or an affitiate of the entity has bean cr)argod with and wnv�c kwr�of a public entity clime suhsequeni tO JUIy 1, 1989_ However_there has been a x.ilksFqu ill prt.:erding h�afore a Hoaxing Officer of the Male uC Florida, Division of Acim n stradvo Hearings and the final Order entered i)y irw Hnarin� Officer determined that i#waft not i. the public interest Io place the entity submitting this swam 51.�rterr5ent on tale tonvlcted vendor list(attach a wily of the final prder). f UNDERSTAND THAT THE SUBMISSION OF THI FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PAaRAGRAPH 1 ABOVE I'S FOR THAT PUBLIC ENTITY ONLY AND THAT THIS FORM 1S VALID TKROUGH DECEMBER art OF THE CALENDAR YEAR 114 ti4H1CH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THF Pl,BlJC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 2a7_1017, FLORIDA $TATQTES FOR CATEGORY TVVO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FOR —- ❑Y2 worr, to ind 5iihsr.rihn-r1 beior,-! mP Chis day YtiQ 20 l a r'c:ss7ndiiy Rrc�w�= _ OR __-- - N me of N tory. !V/L/0 Produced Mala ry Public—State of OI1 �A4LL X43 Page 19 SCRUTINIZED COMPANIES PURSUANT TO SECTION 287-135, FLORIDA STATUES The undersigned Proposer in acco.mance with Section 287.135, Florida 5t@tutes, hereby certifir that- 1 PropnssT is rint p-nrtir:ipaling in a hoye itt of Israel; 5!_rest_r is.,,cit or,khc Si-fuk-nizLd Companies with Activities in Sudan List or the t Scnr€Gnized Companies vath ActiWbes in the Iran Pe€ aieurY, Energy Sgctor List; 3. Pr user4e$ riot haws buSirteS9 Operatisr►S"snUba oryria- Title ' -- —-- i ! $TATE OF FLORIDA. ) COUN€YOF -17�q-3 — The foregoing instrument was acknowledged before me this .9 day 2G18- for110,71 ,m,-3 I (Company narnef- Personally known tome Ll- or has produGec lfJerikifiration type U f WOTARY SEAL. H ti' r"'�., S€C 14ATURE OF "0TAR Y PUBLIC l ar ;Ni PHM€, TYPEJSTAMP NAME Q�: . #F 567304 =y {7�IR3 C9.�e,A t 37 rrltl iii5*` Page 20 EASINESS ENTITY AFFIDAVIT (VENDORfBIDDER DISCLOSURE) being first duly Sworn Mate: The full legal name and I�usiness address of the person(s) or entity contracting or Erane,acting business with [he Doty of Aventvra ('city") are (Pott Officm addresses are riot aecepEable)_ as loflaws_ Fsd player)der trf caa rare Number(if tee, oci;!Security Nbmbcr) ,`dame uF E wily. indiv dva?. Pareners or Corporafion 12C lttvf�tu Ll Stmol Address Z:uite City State Zip Code G OWNERSHIP Di CLOSURE AFFIDAVIT E F 1. If the contract or business transaction is with a corporation, the full legal name { anrJ business address shat) be provided for e;arh officer and director and each y stockholder wrha holds directEv or indirec#ly five percent (5%) or more of the corpufauon'S stork. If the contract ar business Eransar;tion is with a trust, the full legal name and address shall be provided for each trustee and each berxeficiaay, AEI SUCK nems and addresses are (post {)flice adcIreSses are not acceptable), as follows_ II r'uEl Legai Name Address Ownership 6L % 32 Page 21 The full legal narnes and business a:addretis of any other individual (olfier than subConlraCtCrS, material men. Suppliers, aeborers, or lenders) Who have, or will have, any interest (legal equitable, beneficial or olherwiSe) in the contract or business Ikransaetian with the C;ty are (Post Offlop oddrasses are nol acceptable), as Follows: 1 i I _ i $'i r} J�171 Ja�E I �Sf7F7�f�dJTl� Sworn to and subscribed before me this _ day at I�Iof , 20 ! - Personally krtoWFI ..... L _ Nfu�ar-y POW { Produced idenkific lion Notary PublIC—State of My Commission expires=f }a Type of ideafthcalron comrnrss �a�w:m��;=�_ '!flii Li,LtLtS I }h I Page 22 Local Business Tax Receipt Miami-Dade County,State of Flo rid E -THIS IS.wp-A RILL-PO M134T FA- . 32Q7991 LEBT . EUSINFSS NAMEMOCA7l9N RECEIPT NO_ EXPIRES 2ENUNG.;bOLPINC REl4EW.dL SEPTEMBER 30, 2018 QPEPATIN�-IN DARE Q7jr-M 3341 X30 rAUFn b^_11SPilr;1I 31',11[.r.' PUMMODL SO r.4UAEY C40B Ch ow-rRA-ArL9&?G CrLVrjmR %m�.TVPt Or I5U1tm" RAY6rt1'f7 A&GELVlD 2ENUN GROUP INC 213 EDUCAYII)MAU-MANING INSf BY TAX ODUECTOR C,'O COLON E NUN ET_PROS Fmplpycc{s7 $75to 0711122017 C1ECK21-17-056153 Tlia L6419aana Ty:Auwiplan}f cap{Ra rm)m :F IM In_a1 main—Tb.Tha ILekpl 6-1AL.ora., pemit.nrnca ifir*imn of 4he a�der+a pLelilisalia[c,7o-dr bic-;ess.Halderm�loarrplywii m-ygsmrn nld [vwnp3rommanmlmtilm[1'r tawsantl r"w'errml:mr 1rh apaly Io-Lhr b Me RECE!r NO.Obm m w he displrrrd an All wrm2ee Al vshlc!es-Waml-Daft Cala Sac 63-M Farm miu`ar ztun-osit llednr Page 23 o� CERTIFICATE OF LIABILITY INSURANCE IATEu+NDO'r.+„ THIS CC"FiCATE IS 3SSIJEO AS A MATTER CIF INRbR1AAMN ONLY AND CONFERS N10 RIGHTS 1010N THE VFJ�TIFIC✓TC HOLM.TM OCAY11MATE QM NOT AFFfFt ATIVEGY OR NEGATIVELY AMEND, EXTEND OR ALTER l'TiE GGYERAOC AVFOROCO SY TNZ POLICIVS OCLOW- TNI#CERTIFICATIE OF INSURANCE DOES NOT CON3Trrwt A CONTRACT GE7WMra THE WI)ING IN*$URCR(5�. AUTIfORIgd REPRESENTATIVE 6R PRGOUCER,AN U THE CERT MATE PIW-OER- IM,%ORYAF[T: If the srrl➢fic:a a bolde is an ADDITIQKPLL W5WiE0,the"apy(ios)most be edorsed. If SURROGATION lS WAIVED,swbjeel to Metwn anal wrKilGorLF0%heRoliry,cwtein Policies may Ft:quiraari endvt5tMwir. A st3tEme4YtOn this r.9Mwt4 OQ"Tro444ril"ri33tl!FV the oerUifi,=halder in lieu oFs henda reiewlN!i], ruob GER x 13ci6a YA>e!s, RIAS gg Doastal PlAl .t 1119,=2MC e-rmL 15 How C;tctrf8#$[ t#lllYlla {x'tM Lrelrr�ll9'�baL,raulpraseowlaLoe ��c r Eiltlml HQ" 8C 29928 J4U7�p.)�h�]tdal�hiS Y33,�Mijy 108S8 _ WOURED PT�fe- Jcga] Tam,in Iiagiotzy LOkKtN6: P. O, Brno 9739 tWFtEge: i F!M0- _ MIBLIREM f: Hilton Bead l-land sC 29938 rrJUREYrf. _ COVERAGES G It'TIFYCAT$NUURER�Ia?72468335 -- -----KoAwomwirdwa; THIS IS TQ CeRTIFY YHF,T YHE f047CIES pF M8uRANCE LISTED BRLOw Fu'JI'B:-T>N rAQ9P TO:HC I gljflFG HAM DAA FOA THE POLICY ftWO Ir 0lf.trFO NO-rr-TNS7ANE WG ANY RE01.11FAMeNT,7CRM Cit VQNWlou of pvY L:OWrMACT OR ONEFI Cn'=MENT WIr'4 RJESPMGT TO YMICK 7Fa; OYRY3FFt.4M MAY 92 ISSZIED OR MAY PERTAIN. TW IN4NRAWE+FFQR7EG 15Y YhC Pfx1096 0=1419EG HERIEN FS SURPE T'TO ALL THE TERM!;. EXWJSKMAND OW IT> CF51WMFKoLFcles UMIrtSrICWNPAAeHhvtt}Ej)iYr:tkicrDB4PAID CL+JM6. nCnl'wua r icrerr a'mcyexa rt" erre#wnw AlrCE L,iLPOLICYRUWREA VIM X CWNEWAELLCrENERFLLLM1➢LITT EACmMCLFFMNCE 'S 1,090.444 Cx,kyj.S M+LF Jw .ag ___ _S 190,400 .. armucaL'13a 9/1120 L7 all/7a7n ISR,E�oa WrLra,.,w'�'�J 's E:U_",.A6E9 P9!;ORL 4 kW IWCUR4' j 1,0*3.,900 BE-1WOfd 1U-T—IE9 PER 91`4"4rpGr "TC 'S 3,4#0,000 X wro r rAy PRiSTILr,T£: CS714ri0a,+.iaLF.i #.#9'4.400 J�i.i t:x iifr Awl IIX�45Y Q+s>tf'r P'tP�t: �+ ALL L;1111D &Cr.EDULFD f}7GLY IN.IJ Rd IPsc�ri} S n,REDALiT 46 _ AuTS1dpL`r•uy ",3 E T, S X WeREl1h,Wd 'x pM�R GCH 4EGI,FPIEF F € xfOR0+094 * l.:CGIf LVR I RJ,Li "4AL AWPI.4hTE ,€ 3,CVO,400 Rr Y awm�5#��7ic 011ATOV I'fL/2Fia 3 'AWDEER9 WRIV Mtl4'164 ,5116 E}1PLOlERE'LL5&LJr'r rrw, "$T615 � �ER .w.w�nrrrcrrmcnanlrLsao-wmr - ri tAf7i Oar,C5RtiC=AWR�t WDFW 191A M.A-%. -Gw 4rclazk s 56Yan - EL rLW-kSE POLwy Lrxr € p�F4LirTL4xp WERAn41L4�4gGAr�gly r17�44W i+crara7�.+LNPrI16r'M�Ilr'UM1a 6Shen,e,n.!'a.�arwa o rrn•rytr u+r„I.i+M Cokin Nu6w%,Memh[--r#19884 F-ff tivc,$eFuembex 01,2417 CERTIFICATF HGL Ft CANCEL-AT14H 3HCM LI}ANY OP THE ABC LrE 6E9GRIBED PULICIP3 EIE WA 45.LLED STORE Yw.f t'Xftl AylCx OA" rhI[R 06. NOTICE WILL BE EE:JVEFLZG iN CLolirn NIlIIez Te'IIll2h SeCYic:tYc ACCORDANCE TFITH THE POLICY PR13YIFWr(5. Av=tLir4 Fluricha BLRNOR?F6 Pr FRfdG•Lf M1L14G ,Zio.�20UAGOROCOPPOF2ATION. AR rlohts leaeeve& AC013425�W!14bl) ThoA<:OROromaamuflogo are ragdstovdrnar%c oTACORD INISM dmw, Page 24 JEFF ATWATER CHIEF FINANCIAL OFFICER STATE OF FLORIDA DEPARTMENT OF FINANCIAL SERVICES DIVISION OF WORKERS'COMPENSATION CERTIFICATE OF ELECTION TO BE EXEMPT FROM FLORIDA WORKERS'COMPENSATION LAW•' NON-CONSTRUCTION INDUSTRY EXEMPTION This certifies that the individual listed below has elected to be exempt from Florida Workers'Compensation law. EFFECTIVE DATE: 10/26/2016 EXPIRATION DATE: 10/2612018 PERSON: NUNEZ GENARO FEIN: 650578997 BUSINESS NAME AND ADDRESS: ZENUN GROUP INC NUNEZ TENNIS TRAINING 21399 MARINA COVE Cl R.M-13 AVENTURA FL 33180 SCOPES OF BUSINESS OR TRADE: ATHLETIC SPORTS OR PARK:NONCO Pursuant to Chapter 440 05(14);F.S.,an officer of a corporation who elects exemption from this chapter by filing a certificate of election under this section may not recover benefits or compensation under this chapter.Pursuant to Chapter 440.05(12),F.S.,Certificates of election to be exempt...apply only within the scope of the business or trade listed on the notice of election to be exempt,Pursuant to Chapter 440.05(13),F.S.,Notices of election to be exempt and certificates of election to be exempt shall be subjecA to revocation if,at any time after the filing of the notice or the issuance of the certificate, the person named on the notice or certificate no longer meets the requirements of this section for issuance of a certificate.The department shall revoke a DFS F2-DWC-252 CERTIFICATE OF ELECTION TO BE EXEMPT REVISED 08-13 QUESTIONS?(856)413-1609 Page 25 State of Florida Department of State I certify from the records of this office that ZEN-UN GROUP,INC. is a corporation organized under the laws of the State of Florida,filed on May 5, 1995. The document number of this corporation is P95000035413. I further certify that said corporation has paid all fees due this office through December 31,2016,that its most recent annual report/uniform business report was filed on January 21,2016,and that its status is active. I further certify that said corporation has not filed Articles of Dissolution, Given under my hand and the Great Seal of the State of Florida at Tallahassee,the Capital,this the Eighteenth day of October, 2016 Secretary of State Tracking Number:CU3237508043 To authenticate this certificate,visit the following site,enter this number,and then follow the instructions displayed. https:ilservices.sun b iz.org/Filings/CertificateOfStatus/CertificateAuthentication Page 26 Fred Stolle 3000 Island Blvd #2802 Aventura,FL 33160 October 15,2016 To whom it may concern, My name is Fred Stolle, I was the Director of tennis operation at the Turnberry Isle Resort and Club, from 1979 until 2012. 1 met Coach Colon Nunez in 1993 when he came to be the manager of the Turnberry Isle Yacht &Tennis Club he was hired by Jens Grafe. As Director of tennis operation; I supervised Coach Nunez on a daily basis as his responsibilities in this role include: memberships,facility management,operation of the tennis pro shop,overseeing the maintenance as well as the marketing for programs which are ongoing annually. Coach Nunez survived constant changes of high management but that did not affect his work ethic. He was very courteous and knows how to take care of members needs. Coach Nunez as a manger made me feel very confident in all the operation of the facility,he always run a first class operation. Coach Nunez experience in the tennis world is unsurpassable,as you can see on his records he has produce high class players(Andres Gomez,Fernando Gonzalez,Michael Chang,Nicolas Lapentti to name a few)his teaching and coaching skills are high standard. Coach Nunez maintained the clay courts and hard courts immaculate shape,his knowledge in the field is maintenance is very high. Coach Nunez also was instrumental in the FRED STOLLE PRO-AM that raises monies for the BIG BROTHERS/BIG SISTERS FOUNDATION. Coach Nunez will be an asset to any facility in the World. Please feel free to contact me at 305-924-6700 or email meat fiery10s@gmaiLcom if you need additional information. Sincer,ely,, Fred Stoll � Page 27 Jens Grafe 39 Moses Meade Road Canann, CT 06018 October 17, 2016 To whom it may concern. As the General Manager of Turnberry Isle Resort and Club, from 1993 until 2004, 1 hired Colon Nunez to be the Manager and Head Coach of the Turnberry Isle Yacht and Tennis Club. Besides coaching he was responsible for membership, facility maintenance and management,operation of the tennis pro shop as well as the marketing of the many tennis related programs he initiated. Coach Nunez fulfilled his responsibilities diligently and with great success. The Club was a first class operation. His management skills, diplomacy and respect made him popular with members, hotel guests and staff members. The tennis courts and other facilities were always in mint condition and his staff was always professional and accommodating. Above all, however, were his teaching and coaching skills; many professional tennis players sought him out to help them improve their skills, many repeatedly. Hiring Colon turned out to be a very rewarding event. Not only because of his achievements but also because he has proved to be an honest, trustworthy and hardworking gentleman I highly recommend Colon Nunez to manage any tennis facility in the United States or anywhere else. If you need additional information please contact me via e-mail at: jensgrafe@bellsouth.net. Sincerely, nS afe Page 28 Werner Riffel 6861 SW 17 Street Plantation,FL 33317 October 17,2016 To whom it may concern, I was the Director of Finance at Turnberry Isle Resort and Club from the early 1990's to 2011.During this time I met and worked with Colon Nunez who was responsible the Tennis facilities at Turnberry's Marina and Yacht Club area from early 2000 to March 2012.Mr.Nunez operated the facilities consisting of eight Tennis courts and a Tennis Pro shop under a concession agreement. His responsibilities were to operate and maintain the facilities at a high level of service and high quality of product in line with the high standards of Turnberry Isle Resort and Club.Colon Nunez was financially responsible for the success of the Tennis operation at that location. During this time I enjoyed working with Mr.Nunez who proved to be a very responsible and trustworthy person. He put much energy into his tennis programs and the upkeep of the facilities.He created an exiting tennis environment with many activities and affiliated himself with high ranking as well as young and upcoming tennis professional that trained at his facility. Potential issues or conflicts that arose during that time were resolved quickly and professionally and to the benefit of all parties involved. I can highly recommend Mr. Nunez for the operation of any Tennis facility,worldwide,he might get involved with. His dedication and energy to realize a high quality operation are commendable. Please contact me at(305)370-8542 or Wriffe[pc€icast net if any further information is needed- Sincerely Yours Werner Riffel Page 29 niuniEz TENNIS TRAINING www.tenni,training.com RESURFACING PROPOSAL After inspecting the Tennis Pavilion at The Point of Aventura,including the 4 tennis courts,lights poles and fencing. The most vital work that needs to be done is the resurfacing of the tennis courts. Although we are into the hurricane season,which is not recommended to do resurfacing,we can do it if weather stays forgiving. The tennis courts are not in such a bad shape but they do need some work as: 1.-Clean Surface: a.-Scarify court surface as needed,clean courts of all excess dead material,surface algae,mold and other organic growth. b.-Treat courts with algaecide to inhibit future organic growth. c.-Add approximately one(1)ton of Hyrdroblend and Coarseblend material to each court,this material shall be placed with laser--guided grading equipment to provide a smooth and even surface for excellent playing conditions. From our inspection,the line tape are in pretty good condition although some of them shall be re-install in time. This resurfacing should be done: twice per year and once per year every other year. TP has already purchased the Hydroblend and Coarseblend material sufficient to do the first yearly resurfacing. The resurfacing yearly(twice per year)proposal for services provided by NTT as a resurfacing contractor is$9,750.00 First face$4,875.00 immediately (depending on weather conditions)ideal scheduling October. Second face$4,875.00 in more or less 6 month from the first face. PAYMENT TERMS: A 50%down payment,due upon acceptance and signing of this proposal/contract and 50%payment upon conclusion of entire project/contract. Page 30 WARRANTY: Nunez Tennis Training shall warranty the completed courts to be free of significant detect in workmanship and materials for a period of six(6)months.From date of completion,but will not be enforceable,unless payment is made in full of the executed contract. Why should you choose Nunez Tennis Training for this project? With over 20 years of maintaining and operating the Turnberry Yacht and Tennis Club at a high level of excellence. Respectfully submitted by: August 4,2012 Colon E Nunez Prr"ent•Nunez Tennis Training Proposal accepted by:_ NUNEZ TENNIS TRAINING 21399 Marina Cove Cir, M-13 Aventura,FL 33180 coachnunez tennistraininA corn www tenni5traininR com Page 31 FACILITY LICENSE AGR£Eaf ENT This Facility License Agreemml("Agreement")is made-and entered into as of this 21st day of November,2010(tbe "Eilective Dere'l by add bctwern Fit—&Sports Clubs,LLC,a Delaware limited liability company,d(b/a LA Fiend ("LICENSOR'),and Nunez Tennis Trending,a Florid,corporation("LICENSEE"). RECITALS A. LICENSOR is is the basin,of providing health and fitness facilities and scrvicea to LICENSOR', Members(aedefined below),inetuding attheFarality(as defined below); B: LICENSEE is in the business of providing tennis instruction,training,clinics,league play, um incnts and similar—kis,and LICENSEE has been off ring such -m services te the Facility and making certain improvemrnn is the Facility in connection therewith; C. LICENSOR and LICENSEE are desirous Of mlering into this Agteanem,punumt to which.inter alfa, LICENSOR shall pelma LICENSEE to render certain services(speeiheally,the Services,as defined below)in the Services Area(u dc5aed below),and LICENSOR shall—t to LICENSEE having made,and nuking,certain improveteNs to the Services Arca at LICENSEE's sole cosy and expense,without any right of rcimbursemmt king,certain from LICENSOR, subject to the terms and conditions Whir Agreetcem. NOW,THEREFORE,in coraideradon of the recitals set forth above and the mutual covenants wncained herein, LICENSOR and LICENSEE.gree,as fol lows: t. Cleans[. I.,. Grant of Lire,se.LICENSOR hereby grams to LICENSEE anon-transferable license to occupy and use,subject to the.earth set forth herein,the Services Arca, 1.2. No Ten,nav Created.LICENSEE speclftcally cove..,and-grecs,for LICENSOR's benefit, and w a material condition to this Agreemmr,that mithar this Agreement nor-any of LICENSEE's rights in connection herewith"it constitute a lease,whether of the Services Arm w otherwise;LICENSEE,loin not bring any,arAion against LICENSOR or interpose®y defense against LICENSOR based upon the dseory that this Agreement artstiunn a lease;and LICENSEE.expressly waives any rubsunthve or pm©dural rights that LICENSEE may have that are predicaued.up-the rights,of a Mosulofread property:N-whl-Wasiine the provision--Jr the soregeing seutrnca to the swnla y,.sh.ld'this, Agrppment.be;daemei by aa)e courygoveromeand authority,or-quasi.govoma ant:amholiry_W—stitute.orcreete a..lesse,. I hen m such event LICENSOR shall have all of the rights and remedies cf a landlord of reap property available ptusuant to applicable law. 2. LICENSE A-.. 2-I. S—S-1—Area.Upon be,—,provisions and conditions set forth herein,and solely with respect 0 that coni,LICENSOR nuhty,located x13455 NE 207th Street,in the City of Miami,in the Sone of Florida,known as "Miami-Avimhor.".(the"Facility-),LICENSEE shill have the right to operate within that certain outdoor arra of appro.baueNFive Thousand(5,000)square feet coiuisring of si>(e)rens coats on m[Facility's prem"(as designated dd--d below). by LICENSOR from.time to time the'Services Areal in order to pmvih Clic Servica.to.LICENSEE'S Custotners(e- - 22. "AS'IS"Condition.LICENSEE aeknowledgcs and ogmes that it accepts the Services Area in an "AS IS"condition,No represeantiom or warrwrtiee are to-do by LICENSOR that he Services Arm meets currant federal, sale,cormry or municipal stamies,laws,codes,roles,orders,regcirements,ordinances or reguladons governing me operation of LICENSEE's busillm in the Services Arca.Any and all upgrades 10 the Serviced Area required to comply with this Ag><ement or that LICENSEE otherwise wishes to wrdenak[_shall be at Licensee's sole cou end-pose and subject to LICENSOR's prior written 000sent. 3. Term and Effthe last.This Agreement shag...e.-es of the Effective Date ser forth above and shall coadnue for a period of one(1)Year(the"htitial Term").After the Initial Term,this Agreement shall automatically renew On It month to month basis;provided,however,that after the Initial Tenn,either parry may terminate this Agreement by providing thirty(0)days,written notice to the other party-Notwithstanding anything,herein to the contrary,i,no event Page 32 shall ids Agreement eontinue beyond the cuicent tum of LICENSOR's premises lease for theFaeilily,and ifthis Agreement is stiH is effect m sucb time,it will automadeW ty tettuinate M of thedate oftmninatioa or expiration of said prmnises lease, The Curial Term,togedtu with any rcnewel periods,is hetaina$errefen,to as the'Term^. 4. Perm nra. 4.1. MovthN Ideemae payment.Commencing on January 1,20.15 and continuing throughout the Initial Tetras,LICENSEE shall pay to LICENSOR,for the right.ic provide Savitzs;a recurring mondrly-license payment Nine Hundred Dollars MM)(tho"Monthly License jtzymcrtr j,in advance,pn it.0 st day of each month of the]nidal Tenn:Tredte•evmtlhisAgreementcon6nues ia.effegt beyond.tho:lnitidTermy@ieMovWty=Licerise Payment shall increase te- Twelve Hundred Dollars($1270)per medh for as.long 9t this Agreemeo4tZmainS in effect:-UNess expressly permitted leucin,all amounts due and payable to LICENSOR shall be paid m LICENSOR without offset or deduction.Monthly License Payments for any period during the Term that is lest than one momb'shall bepmrated based upon the acavl.smaunt Of days of the calendar month involved,Monthly License payments will not be refunded,in whole or in pat,upon any terminatmn ofthis Agmemem or at any othertime or unci any nitre birchmstances whatsoever except es expressly provided in this Agreement 4.2. First and Lust Movth's Deposit(Intentionally omitted,) 43. Aecess Fee,(Intentionally.mihttc L) 4.4_ Security Dennsit(Intentionally omitted.) 4.5. TIhxes,In addition to the mms above,LICENSEE will pay 20 taxes for which it has responsibility as described in Section 18,all state and local sales_.use,pnvilege and excise taxes,all taxes on Monthly License payments and on any other lioeme fees or rental payments(if any)and all similar taxes arising from the Services,or lased upon L7CENSEE's activities under this Agreemeal,prior to delinquency(excluding any taxes based upon LICENSOR•s net taxable income and any red estate razes or other taxes of assessments fa which LICENSOR is liable with respect to the Facility).If Inlet taxes are due on LICENSEE's rcquned payments to LICENSOR hereunder,such taxes A.11 be paid by LICENSEE cancunendy with the other payments duemtder the license granted heremider(e.g.,with the monthly payments of the Monthly Llanae Payment).If any state or lots]sales,Inc.privilege or excise taxes relating to the LICENSEE's business income are due,then LICENSEE will repulTsuch"lazes drurlyto the applicahletaxing authority. 4.5, Payments.All payments.made ptumentm this'Agreemmt shall be mede.in lawful money of the United Statca of Americalo FITNBSS,INTERNAT1dNA1.,LLC'-3161:Michels m Drive.Suite 60,0,Irvine Califonda92612, LICENSEE. P-Y--.Dopar Monthly ic:eudtotlierp�ao;s,Deetsash,sxLec„plocea esS.ICENSOILrnay:desipseta in.wtitiugto LICENSEE.Payments of Monthly Lieenso PeYuxats must be made by FJectmn(c Flmds Transfer C”EFTS,as MIhotl2ed in Exhibit , s. use_ 5.1. ermi.edVW-During the basiness hours ofthe Faultily,LICENSEE shall be limited to offering to f.-mMmmerb the following services in the Smites Arta:tennis instruction,irainitte,clinics,league play and tomnemems; remit sales of tennis-related equil m'"and apparel(such salesm beappmved in v.rhmg by LI CENSOR):and retail sales of temus-re]atcd""i""such acteonh mkm.r 11Wa and stringing ofmacts.LICENSEE agrees that it shall immediately cease selling aaY.items sold in -Services Area ifMCENSOR.:in ns sok and..absolme dfacredca,abtifies LICENSEE m writing that the item AIRY not be sold or used in the Services Area.The Services provided by LICENSEE shag also be subject ro ncc Rules and Regdmions set fanh in F_,x,¢biI B.as modified by LICENSOR from time an time. 5.2. -find:rv-LICENSEE shall have the exclasiye right m pert the Services whbin the Services Arra for the Tenn of this Agreement.LICENSOR shall have the right to inspect,at any reasonable time,the Services Area to determine whether LICENSEE fs in—Plisece,with this Agreement. / 53p""linked Uses,Except as may be specifically provided in this Agreement,LICENSEE is (/ expressly prohibited from offering,advertising,selling,promodh&providing or otherwise engaging many of the following. services and activities:(9)on-site retail sales(except w permitted in Section 5.11(6)any tales of any membership m ode, means ofaocess to any LICENSOR facility,(c)any sales of food,-beverages or other consumables,(c)massage therapy,(d) Personal Training,and(e)Group Fitness Classes.For the purposes of this Agreens"t:(A)"Personal Training-memer athletie taming.physical paining,personal training or similar services tat ioelude,withoutlimittion,insmmtion,education, 2 Page 33 IN WITNESS WHEREOF,LICENSOR and LICENSEE have executed this Agreement as of the day and year first above written. LICENSOR: LICENSEE: FITNESS INTERNATIONAL,LLC NUNEZ TENNIS TRAINING Signature: Signafge: Name/Title: Stan Yasuda,Senior Vice President, Name/Pitle: Colon E.Nunez,President Treasurer Address:3161 Michelson Drive,Suite 600 Address:3455 NE 207th Street Irvine,Cahfornia 92612 Aventura,FI 33180 Signature: V Name/Title, Kathryn Polson,Chief Financial Officer Address:3161 Michelson Drive,Suite 600 Irvine,California 92612 [Signature Page to Facilities License Agreement(NNT) Page 34 nu G �aur�ror� AGREEMENT This is an agreement between Nunez Tennis Training,hereinafter referred to as(NTT) and the Fairmont Turnberry Isle Resort&Club,hereinafter referred to as(TIRO). Other abbreviations shall include the Turnberry Yacht Club Tennis Facility,hereinafter referred to as(Facility). WHEREAS: The parties agree that: I) NTT will provide at the facility one(1)tennis director,one(1)tennis pro and pro shop staff to ensure services to the members and hotel guests,quality teaching under private lessons and clinics of NTT's academy programs. Teaching at the Facility at all times shall be conducted only by the NTT Staff or by TIRC exclusive staff. Colon Nunez shall be responsible for all hiring and quality control of teaching and pro shop staff shall by oriented by TIRC. 2) NTT shall have the right to organize tennis tournaments and exhibition events at the Facility and Country Club at no expense to TIRC. All such tennis tournaments shall be subject to the prior approval of TIRC. 3) Court usage shall consist of two(2)courts at the Facility for teaching purposes and additional courts as needed provided that it does not interfere with the members' and/or hotel guests'needs which shall have priority. 4) The supervision and running of the pro shop shall be undertaken by NTT and shall provide for court reservations,booking of all teaching activities,pro shop duties,and enforcement of policies such as checking membership cards, information and answering telephone daily from 8:00 AM to 8:00 PM during season periods and from 8:00 AM to 12:00 noon during summer periods. All supplies,water,beverages and towels shall be provided by NTT on an as- needed basis. TIRC will continue to provide plastic cups with the TIRC logo. 5) The court maintenance and maintenance staff shall be the responsibility of NTT on a daily basis. All raw materials for all the courts and maintenance staff shall be provided by NTT on an as-needed basis. Page 35 t G J� - o� 6) The NTT Academy shall not be exclusive to its clients and it will be open for use by members and hotel guests. NTT shall have the right to solicit such activity if necessary but at all times not to interfere with arrangements made by the members and/or hotel guests. 7) TIRC shall include NTT Academy programs in their advertising,promotional, marketing pians and insertion into their brochures,such inclusion to be at the entire discretion of TIRO. TIBC shall have the right to use the names of NTT's current and past ATP title winners and Grand Slam winners as well as junior champions in all of their marketing. If allowable by TIRC,NTT may establish discretely its logo at a location within the facility. 8) The income generated by NTT from its own clients under the tennis Academv shall be directed to NTT in accordance with its accounting procedure and shall be entirely for NTT. 9) TIRC shall not be charged any fees for services provided by NTT,such as tennis director,tennis pro,pro shop staff,and supervision of pro shop,court maintenance and NT"I Academy programs. 10) NTT Academy shall not be charged any fees by TIRC for the usage of courts, office space and display area in the pro shop in running the Academy. NTT shall be responsible for all the associated charges for office us,telephone charges and miscellaneous costs. NTT shall continue to have its separate phone lines. Colon Nunez shall have complete access to the office and pro shop at any time and shall have the use of one car parking"space next to tennis courts for his use and be given a magnetic pass. 11) NTT shall continue to carry liability insurance coverage in the minimum amount of one million dollars per incident and additional insurance for office contents naming Turnberry Isle Resort and Club on Policy. 12) The commencement of the agreement shall be October 1", 2004 and shall be renewed on an annual basis. 13) If NTT fail to comply with any of the terms provided herein,TIRC shall put NTT on Notice in writing to rectify any violations of the terms of the agreement. This agreement shall be deemed to have been violated and be subject to cancellation if NTT fails to rectify the provisions under the written Notice within a reasonable time. Page 36 14) The parties agree not to disclose the terms of this agreement without the prior written consent of the parties except for such other disclosure as may be required by law. l 5) At all times NTT shall be performing as an independent contractor and not as an employee of TIRC and as such NTT is not entitled to any employee rights or benefits from TIRO NTT shall be solely liable for the filing of all applicable tax returns and payments of all Federal,State and Local taxes due. Accepted and agreed this 2dday of September 2004 The�WRMONT TUBI RRY ISLE RESORT& CLUB By: General Manager NUNEZ TENMS TRAINING By: C on E.Nunez resident Page 37 Turnberry Isle �li�rva,I�(rrl . AGREEMENT This is an agreement between Nunez Tennis Training,hereinafter referred to as(NTT) and the Fairmont Turnberry Isle Resort&Club,hereinafter referred to as(TIRC). Other abbreviations shall include the Turnberry Yacht Club Tennis Facility,hereinafter referred to as(Facility). WHEREAS: The parties agree that: 1) NTT will provide at the facility one(1)tennis director,one(1)tennis pro and pro shop staff to ensure services to the members and hotel guests,quality teaching under private lessons and clinics of NTT's academy programs. Teaching at the Facility at all times shall be conducted only by the NTT Staff or by TIRC exclusive staff. Colon Nunez shall be responsible for all hiring and quality control of teaching and pro shop staff shall by oriented by TIRC. 2) NTT shall have the right to organize tennis tournaments and exhibition events at the Facility and Country Club at no expense to TIRC. All such tennis tournaments shall be subject to the prior approval of TIRC. 3) Court usage shall consist of two(2)courts at the Facility for teaching purposes and additional courts as needed provided that it does not interfere with the members'and/or hotel guests'needs which shall have priority. 4) The supervision and running of the pro shop shall be undertaken by NTT and shall provide for court reservations,booking of all teaching activities,pro shop duties,and enforcement of policies such as checking membership cards, information and answering telephone daily from 8:00 AM to 8:00 PM during season periods and from 8:00 AM to 12:00 noon during summer periods. All supplies,water,beverages and towels shall be provided by NTT on an as- needed basis. TIRC will continue to provide plastic cups with the TIRC logo. 5) The court maintenance and maintenance staff shall be the responsibility of NTT on a daily basis. All raw materials for all the courts and maintenance staff shall be provided by NTT on an as-needed basis. 10099 West d:oentry(5tth Drive,Avcntu a,FL 33180 2401,(305)932-6200,(800)327-7028,Tlx:80-8013 ANTUh'N,Fax-(305)933-3811 A member of %e2eadirrgW Otels of the�World Page 3s Turnberry Isle ,A 1LU\b;l.11(71'1{i 6) The NTT Academy shall not be exclusive to its clients and it will be open for use by members and hotel guests. NTT shall have the right to solicit such activity if necessary but at all times not to interfere with arrangements made by the members and/or hotel guests. 7) TIRC shall include NTT Academy programs in their advertising,promotional, marketing plans and insertion into their brochures,such inclusion to be at the entire discretion of TIRO. TIRC shall have the right to use the names of NTT's current and past ATP title winners and Grand Slam winners as well as junior champions in all of their marketing. If allowable by TIRC,NTT may establish discretely its logo at a location within the facility. 8) The income generated by NTT from its own clients under the Tennis Academy shall be directed to NTT in accordance with its accounting procedure and shall be entirely for NTT. 9) TIRC shall not be charged any fees for services provided by NTT,such as tennis director,tennis pro,pro shop staff,and supervision of pro shop,court maintenance and NTT Academy programs. 10) NTT Academy shall not be charged any fees by TIRC for the usage of courts, office space and display area in the pro shop in running the Academy. NTT shall be responsible for all the associated charges for office us,telephone charges and miscellaneous costs. NTT shall continue to have its separate phone lines. Colon Nunez shall have complete access to the office and pro shop at any time and shall have the use of one car parking space next to tennis courts for his use and be given a magnetic pass. 11) NTT shall continue to carry liability insurance coverage in the minimum amount of one million dollars per incident and additional insurance for office contents naming Tumberry Isle Resort and Club on Policy. 12) The commencement of the agreement shall be October Pt. 1995 and shall be renewed on an annual basis. 13) 14) If NTT fail to comply with any of the terms provided herein,TIRC shall put NTT on Notice in writing to rectify any violations of the terms of the agreement. This agreement shall be deemed to have been violated and be subject to cancellation if NTT fails to rectify the provisions under the written Notice within a reasonable time. 1999,)N4est C..mtry Chi DnN,c,Agent—n,RL 331803401,(30i)932-6200,(800)327-7028,Tlx:HO 8013 AVTURNT,fax:(305)933-3811 A member of ghe`L7eading`Hotels of the`World Page 39 Tumberry Isle VL4IAFL I[(YI'1(f. 15) The parties agree not to disclose the terms of this agreement without the prior written consent of the parties except for such other disclosure as may be required by law. 16) At all times NTT shall be performing as an independent contractor and not as an employee of TIRC and as such NTT is not entitled to any employee rights or benefits from TIRC. NTT shall be solely liable for the filing of all applicable tax returns and payments of all Federal,State and Local taxes due. Accepted and agreed this .�/day of September 1995 TURNBERRY ISLE RESORT&CLUB By: -fei�s Gra Ge 2ra1 ager NUNEZ TE IS TRAINING By: olon E.N Pr ' nt 19999 west Country Club Urive,Avenmra,PI-33180_.2401,(.105)932-6200,(800)3277028,Tlx:30 8033 AVTUR\,Fax:(305)933-3811 Amemberol c'jea&hg`Hotelsofthe`World Page 40 Mr. Tournament Director Biesterbos Open Present Dear Sir, I confirm to you that Mr. Daniel Encinas is the Captain of Chile„ Boys Team for the Tournament "Biesterbos Open" Sincerely yours, Claudia Ndfiez R. Oepartamento Menores Federation de Tenis de Chile Avda,Jose Joaquin Prieto 4040,San Miguel-Santiago Fano:(562)554 00 68 Fax: (562)554 10 78 email:menores@federadondetenisdechile.cl web:www.nflrtalfederaciondetenis.cl NILE Page 41 CERTIFICADO Estimado senores, Tenischile LTDA. con RUT 76.528.890-8 certifica que el senn"or Daniel Felipe Encinas Yanez, Rut 17.208.079-2 forma parte del Ranking Unico Nacional de Tenis organizado por www.tenischile.com y avalado por la Federaci6n de Tenis de Chile. EI senor Encinas ha sido un constante animador del Circuito del Circuito RUN durante las temporadas 2005, 2006, 2007, 2008, 2009, 2010 y 2011 ubic6ndose dentro de los 20 mejores tenistas del pais. Adem6s de su lugar en el ranking el senor Encinas ha demostrado ser un destacado deportista a nivel national mostrando una imagers de respeto frente a su rivales. EI senor Encinas ademas se destac6 tomo entrenador de diversos jugadores en gira sudamericanas y europeas durante las ultimas temporadas, viajando con jugadores de alto rendimiento. Se extiende el presente certificado a pedido del interesado p! Oos fines ue estime n cesario. M r nd Pi e or ,� � Santiago, 21 noviembre 2013 Copyright©Tenischile,Inc.2001-2013.Derechos Reser ados. info@tenischile.com/Fono Fax:56-2-2111450