department of public works memorandum

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1 DEPARTMENT OF PUBLIC WORKS MEMORANDUM April 14, 2014 TO: City Council FROM: Carl J. Weber, Director of Public Works James Jensen, Fire Chief SUBJECT: Action on Fire Station #1 Site Selection; Review and Approval of Program Budget; Approval of Resolution of Necessity; and Authorization to Proceed to Final Design and Bidding. (File Res, No. 2014-1075) Summary On October 14, 2013, the City Council considered three alternatives for addressing the current inadequacies of the existing Fire Station #1. Those alternatives included: (a) minimal repairs to the existing station, (b) renovation and expansion of the existing building, or (c) complete replacement. At that meeting, six of the Council members present favored complete replacement and the necessary steps to implement. Subsequently staff retained a professional design team to complete design of a new central fire station facility. On Monday, November 25, 2013 the Council directed the City Administration to proceed with planning for a new station to the north of the existing station. The City Council’s preference was the site between the existing station and the corner of Centerway and Milton Avenue. The current station could be used until the new station was constructed. A Public Information Meeting (PIM) was held at the current Fire Station #1 on Wednesday, February 26, 2014. On March 3, 2014, the Council referred both Options #1 and #2 to the Plan Commission to make a determination of compliance of the sites to the City of Janesville Comprehensive Plan and to review the layout and architectural design. On April 8, 2014, the Plan Commission reviewed both site options including the architectural design of the proposed facility. The majority of the Commission believed Option #1 was not compatible within the existing neighborhood because it forced the proposed building in a location that was too compact. There was a motion by Commissioner Marklein with a second by Commissioner Voskuil to forward the proposed acquisition of land on Milton Avenue delineated as Option #2 for construction of a new Central Fire Station to the City Council with a favorable recommendation and to endorse the preliminary architectural design for the proposed new Central Fire Station along Milton Avenue, noting that the Plan Commission has not reviewed the financial aspects of these transactions. The motion carried on a 3-2-0 vote with Commissioners Dongarra-Adams and Brunner opposed stating that they would not vote

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DEPARTMENT OF PUBLIC WORKS MEMORANDUM April 14, 2014

TO: City Council FROM: Carl J. Weber, Director of Public Works James Jensen, Fire Chief SUBJECT: Action on Fire Station #1 Site Selection; Review and Approval of Program

Budget; Approval of Resolution of Necessity; and Authorization to Proceed to Final Design and Bidding. (File Res, No. 2014-1075)

Summary On October 14, 2013, the City Council considered three alternatives for addressing the current inadequacies of the existing Fire Station #1. Those alternatives included: (a) minimal repairs to the existing station, (b) renovation and expansion of the existing building, or (c) complete replacement. At that meeting, six of the Council members present favored complete replacement and the necessary steps to implement. Subsequently staff retained a professional design team to complete design of a new central fire station facility. On Monday, November 25, 2013 the Council directed the City Administration to proceed with planning for a new station to the north of the existing station. The City Council’s preference was the site between the existing station and the corner of Centerway and Milton Avenue. The current station could be used until the new station was constructed. A Public Information Meeting (PIM) was held at the current Fire Station #1 on Wednesday, February 26, 2014. On March 3, 2014, the Council referred both Options #1 and #2 to the Plan Commission to make a determination of compliance of the sites to the City of Janesville Comprehensive Plan and to review the layout and architectural design. On April 8, 2014, the Plan Commission reviewed both site options including the architectural design of the proposed facility. The majority of the Commission believed Option #1 was not compatible within the existing neighborhood because it forced the proposed building in a location that was too compact. There was a motion by Commissioner Marklein with a second by Commissioner Voskuil to forward the proposed acquisition of land on Milton Avenue delineated as Option #2 for construction of a new Central Fire Station to the City Council with a favorable recommendation and to endorse the preliminary architectural design for the proposed new Central Fire Station along Milton Avenue, noting that the Plan Commission has not reviewed the financial aspects of these transactions. The motion carried on a 3-2-0 vote with Commissioners Dongarra-Adams and Brunner opposed stating that they would not vote

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in favor as they would like to have Option #1 added into the recommendation for consideration by the City Council. At this time, staff is seeking selection of a preferred site location and design. Staff Recommendation Staff recommends that:

1. The Council select a preferred site option for Fire Station #1 (staff has not made a recommendation due to the conflict between the Council direction to be sensitive to property owners wishes and minimizing property acquisition);

2. The Council approve the project budget; 3. The Council approve the resolution of necessity (File Res. No. 2014-1075); and

that 4. Authorize staff to proceed to final design and construction bidding based on the

preferred site option selected by the Council. City Manager’s Recommendation Concur with staff recommendation. Suggested Motion I move that:

1. Site Option # ___ and the proposed general building layout for Fire Station #1 be approved;

2. The program budget be approved; 3. That Resolution #2014-1075 authorizing the acquisition of necessary properties

to complete the construction of the preferred option be approved; and that 4. Staff be authorized to proceed to final design and bidding.

Background Fire Station #1 was constructed in 1957 and has served as the central fire station and administrative offices ever since. During the last 56 years, a great deal has changed in the fire service and the equipment they use. For example, in 1957 there were no females in the fire service. This is reflected in the open dormitory design of Station #1 and its original design without separate shower facilities. Separate shower facilities have since been constructed; however, the open dormitory remains. There is little separation between the sleeping quarters and a curtain provides privacy between a hallway and an open locker room area. Significant changes have also occurred in the equipment used by fire personnel. In the last 56 years fire apparatus has gotten bigger and more specialized. For example, in 1957 we did not have a boat and trailer for water rescues, a water tender, a brush truck, a rescue truck, command unit, reserve apparatus, hazardous materials unit, or a technical rescue trailer. The Fire Department put its first ambulance in service the year that the station opened.

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Fire Station #1 houses numerous pieces of daily used fire apparatus and rescue equipment. Currently, multiple fire response vehicles are often stored in one bay, requiring movement of vehicles prior to response; trailers separated from tow vehicles, requiring movement and hooking up prior to response; vehicles stored outside. Initial funding for design and site acquisition of a new central fire station in the amount of $1,500,000 was provided in various note issues beginning in 2006. Of this amount, $1,375,975.65 remains. Analysis Staff has completed an evaluation of nine potential sites in the service area of the current central fire station. That evaluation determined that the current site can best address the needs of the Fire Station #1 service area and therefore a new station should be constructed on or near the existing Fire Station #1 property. The optimum response time to service areas is the current location block. Three options within the block of the current station have been evaluated for placement of the new fire station building. Option #1, would occupy the footprint of the existing station as well as seven lots to the north. As such, it would require that the existing station be demolished before commencement of the construction of the new station and, therefore, the existing staff and fire apparatus would need to be temporarily relocated to an alternate site at cost, expense, inconvenience, and loss of valuable response time. The only somewhat reasonable compatible temporary facility within the current Fire Station #1 service area is the existing Transit Services Center which is projected to be vacated in the summer of 2014. While this facility can reasonably accommodate the vehicles currently housed at Fire Station #1, there would need to be improvements completed to accommodate the on duty living quarters for the emergency response staff. Since the transit facility is not centrally located within the Fire Station #1 service area, it is much less functional from an emergency response perspective than existing Fire Station #1. Temporarily operating the central station from 900 N. Parker Drive would place much of the near east side and Fourth Ward areas out of the four minute response travel time. The transit facility location is too far to the west and north to work well within the existing fire station service area configuration. Access to southbound Parker Drive would also be difficult, which would create additional delays. The transit facility has been examined and proposed as a possible temporary option, but the negative factors of that site weigh heavily against locating the new station over any part of the existing building. In addition, the existing station property occupies steep terrain which requires a more expensive stepped footing than would be the relatively flat site, Option #2. Option #2, the preferred building site, would occupy the twelve lots between the existing facility and Centerway Avenue to the north of current Fire Station #1. Developing Option #2 would allow the existing central station to remain open and

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functional with optimum response times and no extra expenses resulting from temporary relocation of staff or apparatus, and no extra building costs. The current station could be used until the time that the new facility becomes available. The level of service provided would remain equal to that currently provided. The building footprint would be relatively level easily accommodating the proposed new building. This site requires the acquisition and relocation of at least 11 homes. Staff does not believe it makes sense to leave one house between the fire station and Milton/Centerway intersection so the Option #2 budget includes acquiring 12 properties. Option #3, Is similar to Option #1 with the exception that it is built in phases with the administrative wing and 4 apparatus bays being built in Phase 1 with the remaining 4 apparatus bays being built in Phase 2. This will allow staff to remain on site throughout construction. However, the phasing disrupts the construction process thus increasing project costs. Because of site terrain, there can be no rear access to the southerly two bays restricting the flexibility of that portion of the facility. This option was developed in response to the Council direction provided at their March 10 meeting that staff be sensitive to the interests of the potentially affected property owners. That was initially presumed to mean minimizing the number of homes to be acquired. However, subsequent to the Council meeting on March 10, two property owners who had voiced opposition to being acquired at that Council meeting communicated to the Council and staff that they now oppose Option #1 as they do not wish to continue to live near a new station. This has created a conflict between addressing the wishes of the property owners and minimizing property acquisition. A summary of comparative costs of the three options are included as Attachment A. Site layouts of Options #1, #2 and #3 are included as Attachments B, C and D. Attachments E1 and E2 show the floor plans and programmed uses of the proposed building. The floor plan is identical for each of the options with the exception that Option #2 and #3 are reversed from Option #1 so as to best accommodate ingress and egress of emergency vehicles. The formal “necessity resolution” that authorizes the City’s negotiated or eminent domain acquisition of the properties for the new station is attached. cc: Mark A. Freitag, City Manager Maxwell Gagin, Management Analyst

RESOLUTION NO. 2014-1075

A RESOLUTION OF NECESSITY AUTHORIZING THE ACQUISITION OF PROPERTY FOR

THE CONSTRUCTION OF A FIRE STATION FOR THE CITY OF JANESVILLE

RECITALS

WHEREAS, the City of Janesville intends to construct a new fire station for the purpose of

providing fire fighting services to the citizens of the City; and

WHEREAS, the City of Janesville Plan Commission reviewed and recommended the location

and use of the new downtown fire station without making any comment about the financial

aspects of the project; and

WHEREAS, funding for the acquisition of real estate and related relocation expenses, pursuant

to Chapter 32, Wisconsin Statutes, is hereby approved and appropriated by the Common Council

of the City of Janesville in the amount necessary and desirable for acquisition, relocation,

incidental costs and expenses, and as budgeted and/or as to be borrowed; and

WHEREAS, Wis. Stats. §§ 32.06, 32.07, 62.22(1), 62.23(17)(a), 62.23(17)(b), 66.0101,

62.11(5), and other applicable provisions set forth in the Wisconsin Statutes permit the City’s

acquisition, development, ownership, protection, improvement to, and maintenance of public

properties and facilities for public purposes by negotiated purchase and/or by eminent domain;

and

WHEREAS, the Common Council find that all such new central fire station No. 1 and associated

land acquisition constitute legitimate public purposes and are of benefit to the public and in the

best interest of the City and its residents, businesses, and visitors.

RESOLUTION

Therefore, the Common Council of the City of Janesville, Rock County, Wisconsin, do

resolve as follows:

1. All of the above recitals are hereby reiterated and incorporated herein by reference as

if fully set forth verbatim; and

2. This Resolution is a resolution of necessity, in accordance with subsections 32.06(1)

and 32.07(2), Wisconsin Statutes, relating to the within-described public improvement project.

3. It is necessary for the City of Janesville to construct a new fire station for the public

purpose of providing fire fighting services to the citizens of the City of Janesville.

4. It is necessary, in the furtherance of the above-stated public purpose, for the City to

acquire fee title to the following described real estate, as shown on the attached map of

properties to be acquired, for the new fire station:

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Parcel Owner(s)

0125300228 630 Prospect Avenue Barbara Anderson

0125300232 339 Milton Avenue Rebecca Carlson

0125300236 315 Milton Avenue Timothy Duddeck

0125300234 327 Milton Avenue Federal National Mortgage Association

0125300224 614 Prospect Avenue Blake Good, Keith Good, Leann Good

0125300231 345 Milton Avenue Heidenreich Properties, LLC

0125300227 626 Prospect Avenue Bobbie L. Meyer, Joseph W. Meyer

0125300229 700 Prospect Avenue Sherry Moran

0125300237 309 Milton Avenue Joshua Regenold

0125300235 321 Milton Avenue John W. Sage, Grace M. Sage

0125300230 706 Prospect Avenue Joyce Shea

0125300226 622 Prospect Avenue Andrew Thomas

0125300233 333 Milton Avenue Shawn A. Sharp, Barbara J. Sharp

5. The City of Janesville will acquire, by condemnation in accordance with Chapter

32 of the Wisconsin Statutes if necessary, the above-described real estate from the record

owner(s) thereof, who are identified in Paragraph 3 above, and from any and all other persons or

entities who may have an interest in said real estate.

6. The City Manager and his designees, on behalf of the City of Janesville, are

authorized and empowered to negotiate, draft, modify, review, execute and enter into

agreements, close upon the purchases of real property, and pay relocation expenses in

accordance with the purpose of this Resolution and in accordance with the parameters

established by the City of Janesville Common Council, but without any other limitation on price

or terms.

7. BE IT FURTHER RESOLVED that the City Manager and his designee(s), on

behalf of the City of Janesville, is/are hereby authorized and empowered to negotiate, draft,

modify, review, execute, and enter into additional agreements, record, file and/or make minor

modifications and/or amendments to any and all documents, papers, forms and agreements, and

to take whatever other actions as the City Manager may determine, from time to time and at any

time, necessary and/or desirable to effectuate the intent of this Resolution and/or project.

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8. NOW, BE IT FURTHER RESOLVED that the Common Council of the City of

Janesville hereby approve and authorize the City Administration to take actions necessary to

provide funding for the new fire station property acquisition, relocation, and related costs fees,

and expenses not previously funded; No funds from sources other than the Notes or the

Available Funds previously authorized, will be or are expected to be, reserved, allocated on a

long-term basis, or otherwise set aside by the City for the property acquisition and relocation

elements of the project, except as permitted by the Internal Revenue Code of 1986, as amended.

This declaration of official intent is consistent with the budgetary and financial circumstances of

the City. The purpose of this Resolution is to satisfy the “official intent requirement” of

Treasury Regulation Section 1.150-2.

ADOPTED:

APPROVED:

Mark A. Freitag, City Manager

ATTEST:

Jean Ann Wulf, City Clerk-Treasurer

APPROVED AS TO FORM:

Wald Klimczyk, City Attorney

Proposed by: Council President Voskuil and

Council Member Marklein

Prepared by: Wald Klimczyk, City Attorney

Motion by:

Second by:

Councilmember Aye Nay Pass Absent

Farrell

Fitzgerald

Kealy

Liebert

Marklein

Severson

Voskuil

J:\Agenda Review\Manager Office Review\Resolution Fire Station Site CC Authorization 012314.doc

Exhibit A

4/7/2014

Item Cost /Lot Lots Cost Lots Cost Lots Cost

Construction 6,605,560$

6,755,560$ 7,155,560$

Furnishing and Equipment 380,000$ 380,000$ 380,000$

Professional Services 730,825$ 730,825$ 730,825$

Architectural Fees 448,975$ 448,975$ 448,975$

Project Management Fees 264,350$ 264,350$ 264,350$

Survey 5,000$ 5,000$ 5,000$

Geotechnical Services 5,000$ 5,000$ 5,000$

Legal Services 7,500$ 7,500$ 7,500$

Property Acquisition 856,760$ 1,436,280$ 856,760$

Property Purchase 659,760$ 1,078,280$ 659,760$

Appraisals 1,000$ 7 7,000$ 12 12,000$ 7 7,000$

Assemble Comps 800$ 7 5,600$ 12 9,600$ 7 5,600$

Relocation Plan 10,000$ 10,000$ 10,000$

Relocation Packets & Purchase Offers 500$ 7 3,500$ 12 6,000$ 7 3,500$

Title Policies 500$ 7 3,500$ 12 6,000$ 7 3,500$

Closing Costs 200$ 7 1,400$ 12 2,400$ 7 1,400$

Minor Incidentals 2,000$ 7 14,000$ 12 24,000$ 7 14,000$

Moving Costs 4,000$ 7 28,000$ 12 48,000$ 7 28,000$

Tenant Relocation 8,000$ 3 24,000$ 5 40,000$ 3 24,000$ Owner Occupied Relocation 25,000$ 4 100,000$ 8 200,000$ 4 100,000$

Demolition 255,500$ 318,000$ 255,500$

House Demo (incl asbestos remediation) 10,000$ 7 70,000$ 12 120,000$ 7 70,000$

Old firestation Demolition 168,000$ 168,000$ 168,000$

Environmental Surveys 17,500$ 30,000$ 17,500$

Temporary Relocation 282,500$

Temporary site improvements 272,500$

Moving costs to temporary station 10,000$

Moving costs to new station 10,000$ 8,000$ 8,000$

Project Total 9,271,145$ 9,478,665$ 9,386,645$

Difference 207,520$ 2.24% 115,500$ 1.25%

Option #3Option #1 Option #2

City of JanesvilleFirestation #1 Reconstruction

Program Budget Options #1 through #3

C:\Users\salusc\Desktop\OB#2 - Fire Station - Exhibit A

Address Tax Number Assessed Value Ass Value + 20% Occupancy

321 Milton 0125300235 90,600$ 108,720$ Owner Occupied

315 Milton 0125300236 79,300$ 95,160$ Rental - 1

309 Milton 0125300237 88,800$ 106,560$ Owner Occupied

614 Prospect 0125300224 74,300$ 89,160$ Rental - 1

622 Prospect 0125300226 92,300$ 110,760$ Owner Occupied + 1 Rental

626 Prospect 0125300227 58,500$ 70,200$ Rental - 1

630 Prospect 0125300228 66,000$ 79,200$ Owner Occupied

659,760$ 4 owners + 3 Rentals

Address Tax Number Assessed Value Ass Value + 20% Occupancy

345-347 Milton 0125300231 93,000$ 111,600$ Rental - 2

339 Milton 0125300232 71,300$ 85,560$ Owner Occupied

333 Milton 0125300233 66,400$ 79,680$ Owner Occupied

327 Milton 0125300234 89,100$ 68,000$ Vacant and Listed at $68,000

321 Milton 0125300235 90,600$ 108,720$ Owner Occupied

315 Milton 0125300236 79,300$ 95,160$ Rental - 1

309 Milton 0125300237 88,800$ 106,560$ Owner Occupied

630 Prospect 0125300228 66,000$ 79,200$ Owner Occupied

700 Prospect 0125300229 76,000$ 91,200$ Owner Occupied

706 Prospect 0125300230 59,700$ 71,640$ Owner Occupied

622 Prospect 0125300226 92,300$ 110,760$ Owner Occupied + 1 Rental

626 Prospect 0125300227 58,500$ 70,200$ Rental - 1

1,078,280$ 8 owners + 5 Rentals

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Address Tax Number Assessed Value Ass Value + 20% Occupancy

327 Milton 0125300234 89,100$ 68,000$ Vacant and Listed at $68,000

321 Milton 0125300235 90,600$ 108,720$ Owner Occupied

315 Milton 0125300236 79,300$ 95,160$ Rental - 1

309 Milton 0125300237 88,800$ 106,560$ Owner Occupied

630 Prospect 0125300228 66,000$ 79,200$ Owner Occupied

700 Prospect 0125300229 76,000$ 91,200$ Owner Occupied

622 Prospect 0125300226 92,300$ 110,760$ Owner Occupied + 1 Rental

626 Prospect 0125300227 58,500$ 70,200$ Rental - 1

614 Prospect 0125300224 74,300$ 89,160$ Rental - 1

818,960$ 5 owners + 4 Rentals

Address Tax Number Assessed Value Ass Value + 20% Occupancy

321 Milton 0125300235 90,600$ 108,720$ Owner Occupied

315 Milton 0125300236 79,300$ 95,160$ Rental - 1

309 Milton 0125300237 88,800$ 106,560$ Owner Occupied

630 Prospect 0125300228 66,000$ 79,200$ Owner Occupied

622 Prospect 0125300226 92,300$ 110,760$ Owner Occupied + 1 Rental

626 Prospect 0125300227 58,500$ 70,200$ Rental - 1

614 Prospect 0125300224 74,300$ 89,160$ Rental - 1

659,760$ 4 owners + 3 Rentals

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EXHIBIT B
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EXHIBIT C
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3
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EXHIBIT D

RESCUE

40' x 7'-4" BRUSH

RIG

20' x 7'-4"

HAZ-MAT

50' x 7'-4"

TECH

RESCUE

40' x 7'-4"

TANKER

40' x 7'-4"

LADDER

50' x 7'-4"

ENGINE

40' x 7'-4"AMBULANCE

25' x 7'-4"

COMMAND

VEHICLE

20' x 7'-4"

PICKUP

TRUCK

25' x 7'-4"

RESERVE

AMBULANCE

25' x 7'-4"247 SF

RESOURCE

ROOM

120 SFDORM

58 SFTLT

211 SFCAPTAIN

160 SF

DEPUTY

CHIEF

208 SFCAPTAIN

120 SFDORM

58 SFTLT

175 SF

DEPUTY

CHIEF

175 SF

DEPUTY

CHIEF

265 SFFIRE CHIEF

236 SF

CONFERENCE

ROOM

106 SF

DEPT

OPERATIONS100 SF

FIRE

INSPECT.

98 SF

FIRE

INSPECT.

57 SFTLT

96 SF

FIRE

INSPECT.

181 SFSTAIRS

58 SF

STAFF

TOILET

58 SF

STAFF

TOILET

161 SFBREAK ROOM

163 SFRECORDS

189 SF

REPORT

ROOM

160 SF

ADMIN

ASST.394 SF

WORK AREA

65 SF

CLOTHING

STORAGE

65 SF

OFFICE

SUPPLIES 96 SF

UNION

OFFICE

58 SF

PUBLIC

TOILET 58 SF

PUBLIC

TOILET

415 SFLOBBY

131 SFVESTIBULE

1196 SF

TRAINING

ROOM

229 SF

GENERAL

STORAGE206 SF

EMS

STORAGE

244 SF

FIRE

MARSHALL

165 SF

EQ.

STORAGE

386 SF

WATER /

UTILITY /

MECHANICAL

ROOM

223 SF

LAUNDRY /

GEAR DRY

140 SFDECON

59 SFWET TOILET

702 SF

GEAR

STORAGE

61 SFELEV EQUIP

59 SFELEV

3673 SF

EMS

APPARATUS

BAY

10301 SF

FIRE

APPARATUS

BAY

237 SFSCBA

237 SFWORK ROOM

237 SF

STATION

MAINT.

STORAGE

237 SF

FIRE

SUPPLIES

59 SFJAN.

69 SFVESTIBULE

86 SFSTAIR

OCCUPANCY LEGEND

ADMINISTRATIVE AREA

APPARATUS

ASSEMBLY / MEETING

TOILET ROOM

LOBBY / VESTIBULE

CORRIDOR / CIRCULATION

MECHANICAL / STORAGE / MISC.

PROJECT NUMBER:

-JANESVILLE FIRE STATION

JANESVILLE, WI2.19.2014

13-097

OPTION 1JANESVILLE FIRE STATION

NORTH0' 6 1/2' 13' 26'

3/32" = 1'-0"1 FIRST LEVEL

BUILDING SQUARE FOOTAGE

MAIN LEVEL = 27,400 SQ. FT.

BASEMENT = 10,000 SQ. FT.

TOTAL = 37,400 SQ. FT.

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EXHIBIT E1

217 SFSTAIRS

135 SFDORM

133 SFDORM

133 SFDORM

133 SFDORM

133 SFDORM

133 SFDORM

138 SFDORM

140 SFDORM

140 SFDORM

455 SFDAY ROOM 582 SF

KITCHEN /

DINING

160 SFSTORAGE

95 SFJANITOR

83 SFTR

83 SFTR

82 SFADA TR

82 SFADA TR

84 SF

DIRTY

LAUNDRY

STORAGE84 SF

CLEAN

LAUNDRY

STORAGE

56 SFELEV.

1936 SFMEZZANINE

143 SFSTAIRS

846 SF

EXERCISE

ROOM

1615 SFMECHANICAL

OCCUPANCY LEGEND

DORM

STAFF LIVING AREA

TOILET ROOM

CORRIDOR / CIRCULATION

MECHANICAL / STORAGE / MISC.

PROJECT NUMBER:

-JANESVILLE FIRE STATION

JANESVILLE, WI2.19.2014

13-097

OPTION 1JANESVILLE FIRE STATION

NORTH0' 6 1/2' 13' 26'

3/32" = 1'-0"1 SECOND LEVEL

BUILDING SQUARE FOOTAGE

MAIN LEVEL = 27,400 SQ. FT.

BASEMENT = 10,000 SQ. FT.

TOTAL = 37,400 SQ. FT.

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EXHIBIT E2