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ORLANDO EVENTS CENTER

Data Date: 30-May-07 – Rev 00 Design Professional 1

Request for Proposal

REQUEST FOR PROPOSALS

FROM

DESIGN PROFESSIONALS

FOR

A NEW ORLANDO EVENTS CENTER

LOCATED IN

ORLANDO, FLORIDA

30-May-2007

1.0 GENERAL INFORMATION:

.1 AGREEMENT: The City of Orlando (the "City") approved the New Orlando Events Center Agreement on Monday, 21-May 2007, with Orlando Magic, Ltd. (the "Team") in which affiliates of the Team (the “Magic”) will act as a Project Developer for the design and construction of a New Orlando Events Center in downtown Orlando. In accordance with the Agreement, the Team and affiliates of the Team (collectively, the “Magic Parties”) will retain through a competitive process a lead Design Professional Team comprised of a “nationally recognized sports architecture” firm, a structural engineering firm, and a mechanical / electrical / plumbing / fire protection engineering firm (collectively the “Design Professional Team”) to prepare and submit for approval by the Magic Parties and the City Construction Representative (“CCR”) such program statements, schematics, plans, drawings and documents as may be required to fix and describe the size, character and design of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. The Design Professional Team will provide construction administration services customary for an Events Center of this size and scope.

.2 REQUEST FOR PROPOSAL (RFP) FOCUS: This RFP is focused on the selection of the major “nationally recognized sports architecture” firm, structural engineering firm, and the mechanical / electrical / plumbing / fire protection engineering firm which will make up the Design Professional Team. The remainder of the Design Team, consisting of other engineers and design consultants, will be added to the Design Team through a design consultant selection process designed to enhance the local and MBE/WBE opportunities at the professional service level. After selection of the Design Professional Team, and immediately following the Orange County Board of Commissioners and City of Orlando City Council vote (whichever is later) on the Inter-local Agreement and approval of the Community Venues, the Magic Parties will place an advertisement in the Orlando Sentinel and other local newspapers advertising the Design Consultants Pre-Proposal Forum to describe project design opportunities for the local and MBE/WBE firms. At the Design Consultants Pre-Proposal Forum, representatives of the Magic Parties, the Program Manager, and the Design Professional Team will be available to make a Project presentation and to describe the opportunities available for local and MBE/WBE firms to join the Design Team as Design Consultants (both defined below). The remainder of this RFP is focused on the Design Professional Team selection only.

.3 MINIMUM QUALIFICATIONS: The Design Professional will be a nationally recognized sports architecture firm possessing extensive experience in the design of Events Centers including:




.1 Prior lead design responsibilities (architect of record) for two (2) “roofed” event centers/ arenas/stadiums in which a professional sports franchise (NBA, MLB, NFL, NHL) plays, with seating capacity of 15,000 seats or greater, and such facilities were completed within the last twelve (12) years (1995 or later) or are currently under construction; with at least one (1) of the “roofed” facilities which the Design Professional had the lead design responsibility for being a facility in which a National Basketball Association team plays;

.2 Prior lead design responsibility for public assembly complexes that resulted in major civic and/or entertainment showpieces for the client; and

.3 Successful completion of prior major design commissions within the budget, schedule, quality, and Minority Business Enterprise/Women Business Enterprise ("MBE/WBE") requirements of the client.

.4 PROJECT SITE: The Project will be developed on the property generally located to the south of Church Street, north of Hughey Place, west of South Hughey Avenue and east of South Division Street, provided that the results of the engineering and environmental studies of the site verify that the Project can reasonably be constructed on the site (the “Site”). If such studies do not provide such verification, then the City and the Magic Parties shall mutually agree upon a comparable site on which to develop the Project.

2.0 DEFINITIONS AND INTERPRETATION

.1 RFP DEFINITIONS: Unless otherwise defined herein, the following words and phrases will have the following meanings:

.1 “City” means the City of Orlando, Florida, a municipal corporation created and existing under the laws of the State of Florida.

.2 “City Construction Representative” means the representative appointed by the City to oversee its interests with respect to the Project.

.3 “Design Consultants” means those consultants to be added as members of the Design Team other than the firms compromising the Design Professional Team.

.4 “Design Professional” means a nationally recognized sports architecture firm prepared to lead the Design Team.

.5 “Design Professional Agreement” means the contract for design and engineering services entered into between the Design Professional selected by the Magic Parties.

.6 “Design Professional Team” means a nationally recognized sports architecture firm, a structural engineering firm, and a mechanical / electrical / plumbing / fire protection engineering firm.

.7 “Design Team” means a team of design professionals (including the Design Consultants) to provide complete design services, including but not limited to the Design Professional Team, planning, landscape architecture, urban design, interior architecture, and graphic design and all engineering services, including civil, structural, mechanical, electrical, plumbing, fire protection, acoustical, ice sheet refrigeration, and concessions from schematic design through construction administration.

.8 “Events Center” means a community sports and entertainment arena able to host events of local, regional, and national importance; concerts; family shows; professional and amateur sports events, such as NCAA competitions, NBA and/or NHL, and AFL games; and other civic, political, community and not-for-profit events.




.9 “Magic” means affiliates of the Team that will be formed to facilitate the design, development, financing and construction of the Project, and to serve as lessee of the Events Center from the City and sublessor of the Events Center to the Team.

.10 “Magic Parties” means the Team and affiliates of the Team.

.11 “Project” means the design, development, construction, and operation of a New Orlando Events Center in Orlando, Florida.

.12 “Team” means the Orlando Magic, Ltd., the owner of the NBA team known as the Orlando Magic.

.2 SUBMISSION INSTRUCTION DEFINITIONS:

.1 Shall, Will, Must: Indicates a mandatory requirement. Failure to meet these mandatory requirements may result in the rejection of the response to the RFP as non-responsive.

.2 Should: Indicates something that is recommended, but not mandatory. If the response fails to provide recommended information, the Magic Parties may, at their sole option, ask the responder to provide the information or evaluate the response without the information.

.3 May: Indicates something that is not mandatory, but permissible.

3.0 REQUEST FOR PROPOSAL SPECIFICS:

.1 DESIGN PROFESSIONAL RFP: A complete copy of the RFP, and all amendments thereto, may be obtained from the "Point of Contact" noted in Paragraph 3.2. The RFP and its amendments (pdf files) may also be posted on the Orlando Events Center website at www.OrlandoEventsCenter.com.

.2 POINT OF CONTACT: The Magic Parties’ contact, address, voice/fax numbers, and email address are:

Orlando Magic, Ltd. Attn: Pat Gallagher,

Business Development and Strategy Manager 8701 Maitland Summit Blvd.

Orlando, FL 32810 Phone: (407) 916-2449, Fax: (407) 916-2792

[email protected]

.3 INQUIRIES AND COMMUNICATION: All inquiries, questions, or other correspondence by the responding firms must be submitted, in writing, via fax, mail, or email, to the Point of Contact a minimum of 3 business days prior to the RFP response date noted in Paragraph 5.1. Phone calls other than to the Point of Contact are prohibited during this RFP response period.

.4 AMENDMENTS: This RFP shall be modified only by a written amendment issued by the Magic Parties. It is the responsibility of the proposers to verify that they have received and incorporated into their responses, all changes due to amendments issued to this RFP.

4.0 INTRODUCTION:

.1 PROGRAM STATEMENT: The Events Center will include (i) capacity of approximately 18,500 seats (including all premium seats); (ii) premium seating initially consisting of suites, loges and club and other premium seats; (iii) amenities and facilities that may include, among other things, retail spaces (both internal and with street access), restaurants, concessions facilities, internal and external message, video and score boards, Team and City administrative offices, broadcast facilities, meeting and club spaces for the Team, locker rooms, signage, maintenance and




storage areas, and walkways around the Project; (iv) media-related facilities; (v) a practice basketball court and related facilities; (vi) ice-making plants and facilities; (vii) the Team and NBA visiting team locker rooms, feature talent dressing rooms, officials rooms, and at least two (2) additional auxiliary locker rooms; (viii) an events center reduction curtain system; (ix) other traditional back of house elements; and (x) on-site development, including landscaping, streetscaping and all utility connections for the Events Center. The Project will contain such fixed elements as are reasonably necessary to host arena football, indoor soccer, indoor lacrosse, national events, and touring shows, that are booked at other Events Centers. The FF&E budget shall include such items as are reasonably necessary to host other events, including, but not limited to: staging, portable seating, spotlights, audio systems, ice making equipment, dasherboards and glass, appropriate flooring systems and crowd control equipment. The basic elements of the Events Center are more fully described on Exhibit "A" attached hereto.

.2 COMPARABLE FACILITIES: The Magic and City intend to construct, within a pre-established cost/budget limitation, an Events Center that is comparable in size, scope and quality, taken as a whole, to the first-class Events Centers recently constructed in Charlotte, Indianapolis, Memphis and San Antonio (“Comparable Facilities”).

.3 PROGRAM DELIVERY METHODOLOGY: The Magic will utilize a Construction Manager at Risk (CM@R”) method of project delivery, with a “phased” delivery of construction documents. The Design Professional shall coordinate the activities of other design consultants and the Design Team with those of the CM@R to produce work products consistent with the “phased documents” method of construction, as well as budgetary and other requirements of the Project.

The selected Design Team will be required to interact with the Team, the Magic, the City, the CM@R, the Magic program manager, the CCR, the concessionaire (when identified), and others, including representatives from lending institutions and bond firms, during the design, construction, and occupancy phases in coordinating design interface, preparation of estimates, conducting value engineering sessions, and scheduling the design process/deliveries to facilitate construction of the facilities for completion no later than the construction substantially complete date noted in Paragraph 5.5. The Design Professional will be obligated to prepare "phased" design documents in accordance with a pre-established design / procurement schedule. To the extent that detailed cost estimates prepared by the CM@R during each design phase indicate that the cost/budget limitation is exceeded, the Design Professional will, as part of its basic services, participate in value engineering and other collaborative cost reduction and design modification efforts as required to achieve a Project design that conforms to the cost/budget limitation.

The response to this RFP should be, where appropriate, specific to the CM@R project delivery methodology. The Magic Parties are interested in the Design Professional Team’s experience with this contracting methodology.

.4 DESIGN CONSULTANT PRE-PROPOSAL FORUM: Following the Orange County Board of Commissioners and City of Orlando City Council votes (whichever is later) on the Inter-local Agreement and approval of the Community Venues the Magic Parties and the Design Professional Team shall hold a Design Consultant Pre-Proposal Forum for local and MBE/WBE professional service firms to meet with Design Professional Team. The forum will discuss the specific opportunities for the local and MBE/WBE professional service firms / design consultants to participate with the Design Professional Team on the Project.

.5 MBE/WBE: The proposers agree to comply with the minority business enterprise and women business enterprise requirements of Chapter 57 of the City of Orlando Code, make good faith efforts to meet the participation goals, and cooperate with the City and the Magic in their local business economic development efforts. It is the responsibility of the Design Professional, consultants, contractors, Construction Manager at Risk, vendors, suppliers, and others who are interested in contracting with the Magic to read and become familiar with the requirements of Chapter 57 of the City of Orlando Code, which can be located at




www.cityoforlando.net/admin/mbe/chapter57.html. The Magic Parties will use the participation goals of 18% MBE and 6% WBE. Only City of Orlando or Orange County, Florida’s certified / recognized MBE/WBE firms will count towards the achievement of the participation goals pursuant to a certification process acceptable to the City.

.6 EQUAL OPPORTUNITY EMPLOYER: The Magic Parties are Equal Opportunity Employers. The

Design Team agrees to adhere to a policy of equal employment opportunity and demonstrate an affirmative effort to recruit, hire, promote, and upgrade the position of employees regardless of race, color, religion, ancestry, sex, age, disability, national origin, sexual orientation, gender identity, or marital status.

.7 LIVING WAGE: The Design Professional, as well as its sub-consultants (first tier only), shall pay to all of their employees providing services pursuant to an agreement with the Magic Parties, a living wage for the time spent providing services to the Magic Parties. (This provision does not include general administrative personnel unless they are assigned to the Project.) “Living wage” means compensation for employment of not less than $8.50 per hour for straight time, exclusive of FICA, unemployment taxes, and workers compensation insurance and employee benefits. Necessary payroll documentation shall be provided to confirm compliance with this provision or the Design Professional shall allow the Magic Parties audit (at Design Professional’s place of business) its payroll records to determine if compliance has been achieved. Failure to comply with the provision may result in termination of the agreement.

5.0 PROPOSED PROJECT TIME TABLE:

.1 DESIGN PROFESSIONAL RFP RESPONSES: Proposals in response to this Request for Proposal ("RFP") must be submitted on or before 3:00 p.m. EDST, 19-June 2007 (“RFP Response Date”). Failure to comply with any of the requirements of this RFP may result in the proposal not being considered.

.2 DESIGN PROFESSIONAL TEAM PRE-PROPOSAL CONFERENCE: A Pre-Proposal Conference for the design professional team will be held on 12-June 2007, from 1:00 p.m. until 2:30 p.m. EDST. The Pre-Proposal Conference will be held at the RDV Sportsplex, 8701 Maitland Summit Blvd., Orlando, FL 32810. Minutes will be kept of those work sessions; however, only discussions/items deemed to be material to the RFP will be issued to all firms via amendments. If interested, the Magic Parties will facilitate one-on-one, one (1) hour work sessions on a first come, first serve basis for proposing lead design team firms on the same day. Contact the Magic Parties’ Point of Contact in Paragraph 3.2 to schedule a session.

.3 DESIGN PROFESSIONAL SELECTION:

.1 Issue Design Professional Request for Proposals Wed 30-May-07

.2 RFP Questions Due From Proposers Fri 08-Jun-07

.3 RFP Pre-Proposal Conference 1:00 p.m. EDST Tue 12-Jun-07

.4 RFP Response Date 3:00 p.m. EDST Tue 19-Jun-07

.5 Design Professional Interviews Day No.1 Times TBD Thur 21-Jun-07

.6 Design Professional Interviews Day No.2 Times TBD Fri 22-Jun-07

.7 Design Professional Selected Mon 25-Jun-07

.8 Design Professional Fee Proposal Due 3:00 p.m. EDST Tue 26-Jun-07

.9 Initial Agreement Negotiations Wed-Fri, 27-29-Jun-07

.10 Design Consultants Pre-Proposal Forum on/about Thur 09-Aug-07

.4 DESIGN MILESTONES: (Dates are Approximate and Subject to Change)

.1 Verification of Program 31-Jul-07

.2 Verification of Conceptual Design 31-Aug-07

.3 Schematic Designs Complete 30-Nov-07

.4 Design Development Complete 31-Mar-07




.5 IGMP Documents Issued 01-Feb-08

.6 “Phased” Bid Packages Issued (to be determined)

.7 GMP Documents Issued 01-May-08

.8 Construction Documents Completed 30-Sep-08

.5 CONSTRUCTION MILESTONES: (Dates Subject to Change)

.1 Construction Start 01-Jul-08

.2 Construction Substantially Complete 31-Jul-10

.3 Construction Duration 25 months

.6 PROJECT MILESTONES: (Date Subject to Change)

.1 First Event Sep-2010

6.0 SCOPE OF SERVICES:

.1 BASIC SERVICES: The Magic Parties envision utilizing the definitions of services typically contemplated for a project of this size and scope. Please include with your proposal a list of services that are inclusive of each stage of design, i.e.: programming, conceptual designs, schematic design, design development, construction documents, construction administration, and post-occupancy services. A list of services normally contracted for as additional scope, and a list of reimbursables that would be in addition to the fixed fee, are requested by Subparagraph 9.3.8.

.2 LICENSES TO PRACTICE ARCHITECTURE AND ENGINEERING: Any firm or individual desiring to provide the Design Professional services, or perform as an engineering consultant to the Design Professional, must be certified or licensed as required by the City of Orlando and the State of Florida. The design of the Project shall be completed in compliance with all applicable federal, state, city and local laws, except to the extent proper variances and exceptions have been obtained from the applicable agency with jurisdiction.

7.0 ATTACHMENTS:

.1 BASIC PROJECT ELEMENTS: As noted in Paragraph 4.1, the initial program / basic project elements are more fully described in the Exhibit A attached hereto.

.2 FORM OF AGREEMENT: A form of the Design Professional Agreement will be forwarded to all firms receiving this RFP. The selected Design Professional will be expected to enter expeditiously into an agreement with the Magic Parties. In negotiations, only comments and changes requested to the form of Design Professional Agreement that were submitted by the Design Professional in response to the RFP will be considered. Please be advised that the City of Orlando will be a third party beneficiary of the agreement.

8.0 INSTRUCTIONS FOR SUBMISSION OF PROPOSAL:

.1 It is the responsibility of the Design Professional to examine the entire RFP, seek clarification of any requirement that may not be clear, and check responses for accuracy before submitting a response.

.2 Proposals submitted in response to the RFP should be bound as a single submittal and organized into sections to facilitate review in a sequence consistent with the criteria listed in Paragraph 9.0. Brevity is encouraged. Submittals should include one (1) original and ten (10) copies to the Magic Parties in a sealed envelope (and/or package) containing the Design Professional’s name and address on the outside of the package. The words “Sealed Response to the Orlando Events Center Design Professional Request for Proposal” shall be written on the package next to the Design Professional’s name and address.




9.0 EACH SUBMITTAL MUST INCLUDE:

.1 COVER LETTER: A cover letter that lists the lead contact person with contact information, the firms that make up the Design Professional Team including the Structural Engineer, Mechanical / Electrical / Plumbing / Fire Protection Engineer(s), and a statement that specifically addresses the proposer’s commitment to the Project of the personnel listed in the response to the RFP.

The cover letter shall be submitted with an original ink signature by the person authorized to commit the firm to the information contained within the response to the RFP.

.2 GENERAL FIRM INFORMATION: Per Paragraph 9.1 above, all firms that make up the Design Professional Team should be listed in the cover letter including additional qualification information as requested. Please provide the following information, required within this section, in individual groupings for the lead Design Professional, the lead Structural Engineering Firm, and the lead Mechanical / Electrical / Plumbing / Fire Protection Engineering firm.

.1 Firm: Include a description of the firm’s ownership structure and list the principal shareholders. If the proposer is a joint venture, each firm must identify the share of participation (capital contributions, ownership in terms of shared profit/loss, MBE/WBE ownership, the authority of each joint venturer to commit or obligate the other, etc.) each firm will assume.

.2 Matrix: Provide a matrix of all professional sports projects either completed or under construction within the last twelve years in which the Design Professional was the architect of record and that documents the lead Design Professional has the minimum qualifications required to submit on this RFP. The matrix must include the minimum qualifications including prior lead design responsibilities (architect of record) for two (2) “roofed” arenas/event centers/stadiums in which a professional sports franchise (NBA, MLB, NFL, NHL) plays, with seating capacity of 15,000 seats or greater, and such facilities were completed within the last twelve (12) years or are currently under construction; of which at least one (1) lead design responsibility for a facility in which a National Basketball Association team plays.

.3 Prior State of Florida Experience: Provide the Design Professional Team’s prior project design experience in Florida. Project design in Florida often presents specific challenges with respect to building codes, mold and water infiltration prevention, rusting/corrosion, extreme weather, including tropical storms and hurricanes, etc. that should be addressed by the Design Professional in its response.

.4 Insurance: Provide a copy of a Certificate of Insurance with current limits of liability for commercial general liability, business automobile liability and professional liability insurance. If not disclosed in the Certificate of Insurance, include a statement as to all deductible amounts or self-insured retention amounts.

.5 Business Licenses: Provide a statement warranting that all federal, state, and local registrations, licenses, and permits required for the operation of business conducted by the Design Professional Team, as would be required to execute the commission contemplated by this RFP, are current.

.6 Qualifications: Provide a current copy of Federal GSA form SF330, Architect-Engineer Qualifications.

.7 Litigation: (This information is only required of the lead design professional firm) Provide detail of any prior or current litigation for errors and omissions that have been filed against the firm (or any joint ventures on entities formed to specifically undertake a sports design commission) during the previous ten (10) years and the current status of such litigation.

.8 Proposer and Design Professional Team References: Provide a list of at least three (3) references with contact names, phone numbers, and email addresses:




i. two (2) of which must be from an owner (preferably one NBA Team Owner); and ii. one (1) of which must be from a construction manager or a general contractor;

The reference list should include contacts from the three (3) most recent, significant and completed (or under construction) projects that the proposer designed. References may be checked at the discretion of the Magic Parties at any time.

.3 PROJECT ORGANIZATION:

.1 Basic Project Team: Describe where the work will be performed for this Project, the specific location of the office, and the number of staff available in that office to undertake the work.

.2 Key Personnel: The success of any building project is directly related to the experience and capabilities of the individuals that perform the design and management of the construction processes. Provide a list of key personnel including the key engineering consultants. Provide a commitment as to level of involvement by each Design Professional member by illustrating their anticipated level of effort for all phases of the Project, including conceptual, schematic, design development, construction documents, construction administration and post-construction services. Individuals should only be listed if their commitment to this Project exceeds 20% during any single phase. In addition, only the management or leaders of the design effort should be shown. We are interested in the following roles:

i. Project Director/Principal-in-Charge. ii. Architect/Engineer who will sign and seal the drawings for licensing and permitting. iii. Project Manager – Individual that will coordinate with other consultants and the Magic

Parties. iv. Lead Designer – Individual who will make the final design decisions. v. Construction Administration – Individual(s) who will be on-site during the construction

administration phase of the Project.

Some of the above roles may be combined into a single individual. Additionally, provide a separate organization chart indicating how the Design Professional will be organized internally (personnel).

.3 Resumes: Provide resumes of the above Key Personnel. Please be very clear in detailing which projects were designed while under the employment of the submitting entity, and which projects were designed while under the employment of a separate entity. State the role each individual played “on the specific project at the start of the project”.

.4 Design Schedule: An outline of the firm's proposed design schedule reflecting start and completion of conceptual design (including final program verification), schematic design, design development and construction documents. The schedule should include any defined milestones and completion dates for geotechnical reports, site surveys, topographical studies, progress reviews, local permit submissions, agency approvals, etc.

As a subset of the Design Schedule, a draft 90-day work plan starting from the firm’s selection.

.5 MBE/WBE: As confirmation that the Design Professional will abide by the MBE/WBE requirement and make good faith efforts to meet the participation goals in Paragraph 4.5; include a narrative indicating how the firm would achieve substantial MBE/WBE participation in the design process. This narrative should include a graphic table indicating the percentage commitment to certified MBE/WBE Firms, either at the prime consultant level or as a team member to a specific prime consultant and will be one of the factors in the selection of the Design Professional Team. This MBE/WBE Plan should specifically address compliance with the requirements of Chapter 57 of the City of Orlando Code.




.6 Building Information Modeling: A narrative of the firm’s experience with Building Information Modeling, and the applicability of utilization on this Project.

.7 Design Professional Agreement: Provide any qualifications or objections to the Design Professional Agreement form. Any qualifications not noted in the response to this RFP will not be considered later. This should be a specific item by item list in lieu of generic statements of “non-acceptability”. It is the intent of the Magic Parties to arrive at a mutually agreeable Form of Agreement expeditiously following the Design Professional selection.

.8 Scope of Services List: Include with your proposal a list of services that are inclusive of each stage of design, i.e.: programming, conceptual designs, schematic design, design development, construction documents, construction administration, and post-occupancy services. In addition, please furnish a list of services normally contracted for as additional scope, and a list of reimbursables that would be in addition to the fixed fee.

.4 MISCELLANEOUS:

.1 Include a copy of the proposer’s latest financial statement (this may be a single copy in a sealed envelope separated from the rest of the copies).

.2 Include any additional information that the submitting Design Professional would like to have considered in respect to the proposal.

10.0 INTERVIEWS: (Optional at the sole decision of the Magic Parties)

.1 Interviews will be scheduled with the firms that submitted responses to this RFP and that meet the minimum qualifications. The purpose of the Interview will be to meet the proposed project team, become familiar with key personnel, and understand the firm's project approach and ability to meet the stated objectives for the Project. The Interviews will be organized and focused, but as informal as possible. Firms should make sure that their intended key project personnel attend the interview and are an integral part of the presentations. Firms should focus on the prior experience of the proposed team members with assignments similar to the Project, and how that experience can contribute to a better Project.

.2 Interviews will be scheduled during the dates set forth in Section 5.3. A representative of the Magic Parties will call to confirm an exact time slot. Interviews will be held at the RDV Sportsplex, 8701 Maitland Summit Blvd., Orlando, FL 32810. The time allotted for each Interview shall be 2.0 hours. Each firm will be permitted to make a 1 hour, 15 minute presentation followed by a 45 minute question and answer period.

Note: Those firms requiring special equipment and/or facilities for their presentations should provide a written description of such equipment and/or facilities to the Point of Contact as soon as possible.

.3 The Magic Parties will negotiate a Design Professional Agreement, based upon the form of the Design Professional Agreement provided in the RFP, with the proposer selected. Should negotiations fail, the Magic Parties will then commence negotiations with the second ranked Design Professional. This process will continue until the Magic Parties either come to an agreement or exhausts the list of Design Professionals that originally proposed.

11.0 COMPETITIVE FEE COMPENSATION PROPOSAL:

.1 Please note that the Magic Parties ARE NOT requesting a Competitive Fee Compensation Proposal at this time. The Competitive Fee Proposal will only be requested from the selected Design Professional following the ranking and notification to that Design Professional of its selection. This narrative on the Competitive Fee Compensation Proposal is provided to allow the proposing Design Professionals a clearer understanding of the process to be utilized during the negotiations of the Design Professional Agreement.




.2 Immediately following selection of the Design Professional (expected to occur Monday, 25-June 2007 NLT 5:00 p.m.), the selected Design Professional will be notified to submit its Competitive Fee Compensation Proposal not later than the following Tuesday, 26-June 2007 3:00 p.m. EDST, electronically to the Point of Contact denoted in Paragraph 3.2.

.1 Official Submission: A separate, sealed envelope containing the Competitive Fee Compensation Proposal should be brought to the Initial Negotiation Session with the firm's name on the outside and marked "Competitive Fee Compensation Proposal". One (1) original and four (4) copies of the pricing proposal information is required by the Magic Parties.

.3 COMPETITIVE FEE COMPENSATION PROPOSAL:

.1 Proposed Fee: Please provide the firm's pricing using a fixed fee for the Scope of Services described herein. Allocate the fee among the following phases of service, and among the various consultants on your team:

i. Programming, ii. Conceptual Design, iii. Schematic Design, iv. Design Development, v. Construction Documents, vi. Construction Administration, and vii. Project Close-out.

.2 Consultants: Identify which design disciplines are included in the basic fee proposal and

which disciplines are not. Identify which disciplines are in-house and which ones are not.

.3 Reimbursable Expenses: Provide an estimated budget for reimbursable expenses, and per diem costs.

.4 Billing Rates: Include hourly individual billing rates that correspond to the firm's proposed staffing for the Project. Provide compensation rates for all staff members by job function.

.5 Identify all costs for additional services.

.4 COMPETITIVE FEE COMPENSATION NEGOTIATIONS:

.1 As a continuation of the selection process, the Competitive Fee Compensation Proposal shall be negotiated with the selected Design Professional firm for a compensation that the Magic Parties determine is fair, competitive and reasonable. If the Magic Parties are unable to negotiate a satisfactory contract with the firm selected at a price the Magic Parties determine to be fair, competitive and reasonable, the Magic Parties may terminate negotiations in writing.

.2 The Magic Parties shall then notify the second ranked firm to submit a Competitive Fee Compensation proposal. Similar to the procedure utilized above, the second ranked firm may be notified as late as Monday, 09-July 2007 5:00 p.m. EDST, and their Competitive Fee Compensation Proposal would be expected no later than Tuesday, 10-July 2007 3:00 p.m. EDST, electronically to the Point of Contact. Hard copies of the Competitive Fee Compensation Proposal should be brought to the Initial Negotiation Session. If the Magic Parties are unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price the Magic Parties determine to be fair, competitive and reasonable, the Magic Parties may terminate negotiations in writing.

.3 No Competitive Fee Compensation Proposal shall be requested from subsequent firms until negotiations are completed or terminated with a previous firm.

12.0 MISCELLANEOUS CONDITIONS:




.1 CONTACT WITH DECISION MAKERS: Upon receipt of the RFP, proposing firms or members of such firms, are prohibited from any un-official contact with any of the Magic Parties, any employees of the Magic Program Manager / Construction Representatives, Magic Legal Counsel, Magic MBE/WBE Advisor, or any of their employees other than the Point of Contact. Any firm or individual who fails to comply with this requirement may be deemed ineligible for selection for this Project and may have its proposal eliminated from consideration. Any and all questions shall be directed to the Point of Contact.

.2 COST OF PREPARING RESPONSES AND ATTENDING INTERVIEWS: Respondents to this RFP, and those subsequently preparing for and making oral presentations/interviews, do so at their sole expense and risk. The Magic Parties will not reimburse the cost of developing, presenting, providing, or otherwise responding to the RFP, interview, or subsequent negotiations.

.3 MAGIC PARTIES' RESERVED RIGHTS:

.1 Subsequent to the issuance of the RFP, the Magic Parties reserve the right to: i) issue amendments/modifications to the RFP; ii) request clarifications to any response by any firm/individual/organization; iii) waive any informality or irregularity; iv) negotiate modifications to proposals; and/or v) reject any and all qualifications, or portions thereof, received. No proposer is guaranteed the award of the Design Professional Agreement.

.2 Proposers' common law, statutory and other reserved rights (including copyrights) in all design concepts and work product relating to this RFP including drawings, preliminary plans, graphics and other documents, whether hard copy or on electronic media (collectively, “Work Product”) shall be the property of the Magic Parties. In furtherance of the foregoing, firms responding to this RFP hereby unconditionally and irrevocably transfer and assign to the Magic Parties an exclusive, royalty-free license to the Work Product.

.3 The Magic Parties are undertaking this Design Professional Selection Process in order to provide the longest possible design and construction timeframe prior to the Opening Event in September 2010. By responding to the RFP and subsequent Interview, the proposers acknowledge the Magic Parties’ right to undergo this process with no commitment on their behalf that an Agreement will be offered to any responder. The Magic Parties further reserve the right to request a Competitive Fee Compensation Proposal from the selected firm, to negotiate the proposed compensation and terms of the Agreement, and to make recommendations to the Magic Parties and their management of a recommended form of Agreement, all without responsibility to execute any Agreement either prior to or following any execution of an Interlocal Agreement between the City of Orlando and Orange County.

.4 DESIGN PROFESSIONAL MULTIPLE RESPONSES: No Design Professional may make more than one response to the RFP for this Project. A person, firm, partnership, or corporation shall be allowed to make a sub-consultant or sub-contractor submittal response to more than one Design Professional (engineers, including the structural engineer and mechanical/electrical/plumbing/fire protection engineers, are allowed to be on multiple proposing Design Professional Teams).

.5 MAGIC RIGHT TO NEGOTIATE ANY AND ALL TERMS: Nothing contained within the response to the RFP or stated/asked in the interview is a concurrence by the Magic that such item will be considered or is inclusive within the eventual Design Professional Agreement entered into with the selected Design Professional, unless such item is specifically addressed/included in the Design Professional Agreement. The responses to the RFP serve as an indicator of items that the Magic may elect to include at some point, at their sole discretion, into the final Design Professional Agreement. Final terms of the Design Professional Agreement will be agreed upon during negotiations following the selection of the Design Professional.

.6 PROPERTY RIGHTS: All responses and materials submitted in response to this RFP shall become the property of the Magic Parties.




13.0 ADDITIONAL DOCUMENTS: The documents that are attached to this RFP or will be developed as part of the RFP, include:

.1 Exhibit A: New Orlando Events Center Agreement Basic Project Elements

.2 Exhibit B: Design Professional Agreement draft (to be issued by Addendum)

END OF THE RFP

Basic Project Elements 1

EXHIBIT A EVENT CENTER Square Footage Total Gross Building Area – minimum 750,000 square feet PUBLIC SPACES Concourses

Public Concourse(s) � Width to accommodate anticipated capacity crowds. � Main public concourse, upper public concourse, and mechanical / service / event

level concourse Private Concourse(s)

� Direct access to private suites and club seating areas Themed Experience / Fan Zone

� Fitted out with portable and fixed food service locations � Interactive areas for public use

Vertical Circulation

� Programmed for access and egress for various levels of the arena � Escalators, stairs, and elevators for patrons, service and kitchen personnel and

programmed with capability to control access to premium seating areas Restroom Facilities

� Fixture counts are based on an assumed 50% male and 50% female spectator attendance distribution

� Men’s water closets and urinals: 1:75 ratio for the first 1,500 spectators and 1:120 ratio for the remainder exceeding 1,500 spectators; no more than 67% can be substituted with urinals

� Women’s water closets: 1:40 ratio for the first 1,500 spectators; and 1:60 ratio for the remainder exceeding 1,500 spectators

� Men’s lavatories: 1:200 ratio � Women’s lavatories: 1:150 ratio � Event Level public restrooms to support +1,500 temporary seats for concerts and

floor shows � Toilet room equipped with: mirrors with shelves over the lavatories, toilet

partitions (with purse shelves in the women’s rooms), and diaper changing counters

� Family / disabled toilet rooms in convenient proximity to disabled seating areas � Janitor’s closets located in proximity to each pair of men’s and women’s

restrooms with service sink Arena Box Office and Lobby

� Secure ticket windows with ticket racks, cash drawers, electronic security/surveillance equipment, office space, reception and counting room

� Ticket window ratio: one window per 1,500 spectators, services both game-day ticket purchases and will-call ticket pick-up


First Aid � First Aid room on the main concourse includes: room for a cot, hand sink and

lockable cabinets, unisex toilet room, waiting area � Satellite First Aid room on the Upper Concourse

Information Kiosk

� Fit-out with walk-up window, deep countertop for distribution of Assistive Listening Device Program, customer service, lost and found, display of maps and informational brochures

FOOD SERVICE & MERCHANDISING

Concessions � Total points of sale (POS) ratio 1:150 spectators (minimum) � Drink only stands, food court, food stands, temporary stands � Permanent concession stands: front serving counter with overhead coiling door

or grille, utility rough-ins, floor drains, ventilation systems and 3’-6” wide doors for product delivery

� Approximately 40% permanent concession stands with cooking capability � Stands equipped with walk-in cooler, bag-in-the-box syrup, racks and CO2

canisters or central distribution system Retail Spaces

� Merchandise stands, temporary stands / kiosks � Team retail store � Merchandise administration space and storage

Restaurants / Lounges

� Club level restaurant - dining area, main kitchen for restaurant and suites, minimum seating for 200

� Public sports bar at main concourse Hospitality

� Club / Loge Lounge Areas - Located at club level, direct access to the club seating and loge box areas, sized for approximately 500 persons

Commissary

� Kitchen and commissary storage adjacent to loading dock and service elevator(s) � Commissary administration space, commissary kitchen, dry and cold storage,

and food preparation area Pantries

� Banquet servicing pantries, suite pantries, and vendor station EVENT CENTER FACILITIES Entertainment Facilities

Dressing Rooms � Minimum of six (6) feature talent dressing rooms - dedicated for use by

performers at entertainment events, complete with costume closets and make-up counters


Green Room � Staging and hospitality area for entertainers and player’s family including unisex

toilet room Press and Production Facilities

Media Support � Hospitality / meeting rooms, media work rooms, media dining / lounge area,

press toilets, writing stations � Interview / Press conference room – includes camera platforms, sound and

lighting capabilities for conducting press conferences Broadcast / Production

� Camera platforms, television and radio areas � Television truck parking area

Control Room

� Control booth for the sound operator, lighting operator, and scoreboard operator Team Facilities

Dedicated Home NBA Locker Room � Meets minimum NBA facility standards � Minimum requirements include lounge/meeting room, locker room with 18 - 36”

wide x 84” high lockers, shower room, toilets, drying/grooming area, coaching staff offices and locker room, team equipment room, laundry room, training room and treatment room

Dedicated Home AFL / Hockey Locker Room

� Minimum requirements include changing room, locker room with 36” wide x 72” high lockers and two 42” wide x 72” high lockers, a shower room, toilets, drying/grooming area, coaching staff offices and locker room, team equipment room, multi-purpose room (i.e., skate sharpening / stick work room), training room and treatment room

Visiting NBA Team Locker Room and Visiting Hockey / Arena Football Locker Room - Minimum (2)

� Minimum requirements include lockers, shower room, drying/grooming area, coaching staff offices and lockers, team equipment room, treatment area, shower room, toilets

Additional Locker Rooms

� Minimum one (1) additional auxiliary locker room including: 25 - 24” wide x 72” high lockers, shower room, and drying/grooming area for use by road crews and other show personnel

Official’s Locker Rooms

� Minimum of two (2) with shower room, toilet room, circulation to court Practice Court

� Full basketball practice court, additionally used for banquets and events for minimum 350 persons, press over flow for major events (i.e., NCAA events, NBA playoffs)


Weight Room � Weight training area for teams, weight room office with view of training area, and

storage area for equipment Internal and External Message Boards / Signage

Scoreboard � Center hung scoreboard with full video and scorekeeping capabilities for

anticipated sporting events including: arena football, basketball, hockey, indoor soccer, volleyball and wrestling

Continuous LED Ribbon Board - Minimum (1)

Integrated Video Message Boards Fixed Signage

Graphics

� Way finding and informational graphics located throughout events center � Building identification signage

SUPPORT ELEMENTS & SPACES Event Level

Mechanical and Electrical � Efficient system with back-up systems as required by code and as required to

maintain ice floor Event Floor

� Operating Capacity for minimum: hockey, arena football, basketball, indoor soccer, concerts, and conventions

� Ice rink - 85’ x 200’ with ice deck and circus inserts as specified by Ringling Brothers and Barnum Bailey Circus

� Indoor Soccer Field - 85’ x 200’ � Arena football field 85’ x 198’ � Basketball - portable floor 60’ x 112’ � Portable concert stage and event floor barricades � Floor designed to support minimum load of 350 pounds per square foot, with ice

making capabilities Ice Making Plant and Facilities

� Storage areas for ice plant equipment: Zamboni machine and equipment, ice paint and other materials

� Boards, glass, and netting appropriate for professional ice hockey games and other ice shows and competitions

� Dehumidification system Event Personnel Space

� Staff check in, uniform distribution, and office for operations staff � Minimum of two (2) locker rooms with lockers and toilet/shower facilities for daily

staff members � Break room with tables and chairs for staff � Time card area


Arena Operations Space � Conversion manager office, janitors closets, janitors supply room, maintenance

office, maintenance shops, operations manager space, personnel administrative space

Security Office / Command center

� Security suite located with visual control of the loading dock and staff entry, sized for private offices, holding rooms, security control room and security command position with view of bowl

� Fire command center located per the direction of the Fire Department, Fire pump room

Loading Docks / Staging Area / Storage

� Minimum 4 loading docks, one as a dedicated food service dock � Dock designed to unload tractors at truck height vs. floor height � Minimum one drive-through door for vehicular access to the event floor � Drive lane minimum of 14’ wide, by 20’ high. Standard door size will be a

minimum 10’ high x 14’ wide. Dock levelers will be provided at two positions, adjacent to stage-end of Event Floor, vomitory access sized at a minimum 20’ wide and 12’ clear height

� Trash compactor and recycling bin available to the food service vendor near loading dock

� Marshalling / staging area near docks and floor entry � Service corridor, minimum of 12’ wide � Storage area for chairs and platforms as well as arena football, basketball,

hockey and indoor soccer equipment Miscellaneous Support

Half-House � Venue accommodations for shows and concerts, including rigging, sound

systems, and aisle lighting Roof Structural System

� Accessible suspended rigging grid with rigging point locations and capacity to accommodate a wide variety of show types

� Minimum total rigging capacity for shows that shall be not less than 150,000 pounds in both center stage and end stage configurations

� A suspended catwalk system designed to provide access and support for event and show lighting and sound systems

� A material and man-lift hoist shall be provided for catwalk access � Adequate capacity to safely suspend center-hung scoreboard with hoisting

equipment � Supports curtaining system: transversely divided bowl from floor to ceiling

Black-Out curtaining for performance events

SEATING General Seating

Basketball - minimum 18,500 seats with the flexibility to add +/- 1,500 temporary seats

Hockey / Arena Football – minimum 17,000 seats with the flexibility to add +/- 1,500 temporary seats


End Stage 180 Degree Configuration – minimum 13,000 seats End Stage 270 Degree Configuration – minimum 16,000 seats Seating Figures

� Minimum sightline clearance of 2-1/4” above the eye level of the spectator in the preceding row. Sightlines will be directed to a focal point defined by the arena football and hockey dasher-board systems

� Riser heights majority will range between 5” minimum to 24” in facility seating areas

� Minimum tread depth 33” � Minimum chair width for fixed general seating 20” except in situations to fill out

rows � Retractable and demountable seating capability to enable exhibition floor area

expansion and enhance seating for hockey, basketball and other events

Premium Seating Private Suites – minimum 40

� Standard suite amenities includes: minimum seating for up to 12 persons within the seating bowl, an operable partition for access to the seating from within the suite, drink rail seating for additional persons inside the suite, small serving area with sink, under-counter refrigerator, individually controlled HVAC, CCTV-with house-controlled overrides, suite controlled lighting with house overrides, counter space with power, speakers (PA)

Club Seats – minimum 500 Loge Boxes – minimum 20

ADMINISTRATIVE OFFICES Office Space

Facility Management Offices � Space for facility administration with adjacent conference room, copy room,

storage room, and staff toilets Team Administrative Offices

� Space for home NBA tenant

NEW ORLANDO EVENTS CENTER

Design Professional Team Request For Proposal 11 June 2007 Addendum No. 1 Page 1 of 1

DESIGN PROFESSIONAL TEAM REQUEST FOR PROPOSAL

ADDENDUM NO. 1 ARCHITECTURAL SERVICES FORM OF AGREEMENT

ISSUED JUNE 11, 2007

This Addendum Number One (1) is issued by email on 11-June 2007. Except as modified hereby, the Request for Proposals remains unmodified. Issue #1 Form of the Architectural Services Agreement released for review and comment. The selected Design Professional will be expected to enter expeditiously into an agreement with the Magic Parties. In negotiations, only comments and changes requested to the form of Design Professional Agreement that were submitted by the Design Professional in response to the RFP will be considered. Exhibits/Attachments are not included and will be distributed at a later date. The Developer (an affiliate of Orlando Magic, Ltd.) retains all rights to make further revisions to this form of the Architectural Services Agreement.

END OF ADDENDUM NO. 1

EVENTS CENTER DEVELOPMENT, LLC [NAME OF ARCHITECT]

11294057.2 – Date: 08-Jun-2007 Architectural Services Agreement Cover Sheet

ARCHITECTURAL SERVICES AGREEMENT

BETWEEN

EVENTS CENTER DEVELOPMENT, LLC

AND

_______________________________________

Dated: _____________, 2007


– Date: 08-Jun-2007 Architectural Services Agreement Table of Contents Page: (i)

TABLE OF CONTENTS

Page

1.0 DEFINITIONS .................................................................................................................................. 2

1.1 DEFINED TERMS............................................................................................................... 2

1.2 OTHER TERMS.................................................................................................................. 8

1.3 CONTEXT ........................................................................................................................... 8

2.0 ARCHITECT'S RESPONSIBILITIES ............................................................................................... 8

2.1 ARCHITECT'S SERVICES. ................................................................................................ 8 2.1.1 Scope of Services ............................................................................................................... 8

2.1.2 Coordination of Services..................................................................................................... 8

2.1.3 Relationship With the City................................................................................................... 9

2.1.4 Schedule of Architectural Services ..................................................................................... 9

2.1.5 Standard of Care................................................................................................................. 9

2.1.6 Legal and League Related Requirements and Standards................................................ 10

2.1.7 Architect's Personnel ........................................................................................................ 10

2.1.8 Performance of Services................................................................................................... 11

2.1.9 Architect's Consultants...................................................................................................... 11

2.1.10 Consultant Selection Procedures…………………………………………………….11 2.1.11 Minority Business Enterprises and Women Business Enterprises……………….12

2.1.10 Project Partnering ............................................................................................................. 12

3.0 SCOPE OF ARCHITECT'S BASIC SERVICES............................................................................. 13

3.1 SCOPE OF BASIC SERVICES ........................................................................................ 13

3.2 PRE-DESIGN PHASE....................................................................................................... 15 3.2.1 Program Requirements ………………………………………………………………15

2.2.2 Value Engineering Program.............................................................................................. 15

3.2.3 Development Schedule..................................................................................................... 16

3.2.4 Design Concept Meetings................................................................................................. 16

3.2.5 Conceptual Design Phase Services.................................................................................. 16

3.2.6 Conceptual Design Phase Estimate ................................................................................. 16

3.3 SCHEMATIC DESIGN PHASE......................................................................................... 16 3.3.1 Preparation of Schematic Design Documents .................................................................. 16

3.3.2 Alternative Design Solutions ............................................................................................. 17

3.3.3 Architect Review of Construction Cost.............................................................................. 17

3.4 DESIGN DEVELOPMENT PHASE................................................................................... 17 3.4.1 Design Development Documents ..................................................................................... 17

3.4.2 Distribution of Design Development Documents .............................................................. 18

3.4.3 Review of Estimate ........................................................................................................... 18

3.4.4 GMP Development............................................................................................................ 18


– Date: 08-Jun-2007 Architectural Services Agreement Table of Contents Page: (ii)

3.5 CONSTRUCTION DOCUMENTS PHASE........................................................................ 19 3.5.1 Preparation of Construction Documents........................................................................... 19

3.5.2 Conformed Construction Documents................................................................................ 19

3.5.3 Preparation and Submittal of Construction Documents.................................................... 19

3.6 BIDDING OR NEGOTIATION PHASE.............................................................................. 20 3.6.1 Bidding Process ................................................................................................................ 20

3.6.2 Bid Packages; Bidding ...................................................................................................... 21

3.6.3 Responses to Bidder Inquiries .......................................................................................... 21

3.6.4 Responses to Requests .................................................................................................... 21

3.6.5 Review of Bids .................................................................................................................. 21

3.6.6 Requests for Substitution.................................................................................................. 21

3.6.7 Responses to Requests for Substitution........................................................................... 21

3.7 CONSTRUCTION PHASE – ADMINISTRATION OF THE CONSTRUCTION CONTRACT. ..................................................................................................................... 21

3.7.1 Basic Services for Construction Phase............................................................................. 21

3.7.2 Contract Administration..................................................................................................... 21

3.7.3 Limitations of Authority...................................................................................................... 22

3.7.4 Authority of Architect; Meeting Attendance, Participation................................................. 22

3.7.5 On Site Responsibility; Evaluation Reports ...................................................................... 22

3.7.6 Services of CM.................................................................................................................. 22

3.7.7 Access to Work ................................................................................................................. 22

3.7.8 Communications ............................................................................................................... 22

3.7.9 Review of Applications for Payment ................................................................................. 23

3.7.10 Requests for Information; Submittals................................................................................ 23

3.7.11 Certification of Systems, Materials or Equipment ............................................................. 24

3.7.12 Change Orders; Construction Change Directives............................................................. 24

3.7.13 Changes in Work............................................................................................................... 24

3.7.14 Punch List Administration ................................................................................................. 24

3.7.15 Contractor Performance.................................................................................................... 25

3.7.16 Interpretations of Architect ................................................................................................ 25

3.7.17 Claims Administration – Assist Developer ........................................................................ 25

3.7.18 Claims Administration – Written Recommendations......................................................... 25

3.7.19 Start up and Operations.................................................................................................... 25

3.7.20 Project Inspection of Performance.................................................................................... 25

3.7.21 Record Drawings; Access to Files .................................................................................... 25

3.7.22 Developer's Right of Approval of Architect's Work ........................................................... 26

4.0 ADDITIONAL SERVICES .............................................................................................................. 26

4.1 ADDITIONAL SERVICES - GENERALLY ........................................................................ 26


– Date: 08-Jun-2007 Architectural Services Agreement Table of Contents Page: (iii)

4.2 NBA AND LEGAL REQUIREMENT CHANGES............................................................... 26

4.3 REVISIONS TO DRAWINGS AND SPECIFICATIONS……………………………………..26

4.4 SIGNIFICANT CHANGES IN THE PROJECT.................................................................. 27

4.4.1 SUBSTITUTIONS ............................................................................................................. 27

4.4.2 REPLACEMENT OF DAMAGED WORK.......................................................................... 27

4.4.3 TERMINATION OF CM..................................................................................................... 27

4.4.4 EXCESSIVE CLAIMS EVALUATIONS............................................................................. 27

4.4.5 RESPONSIBILITY FOR ACTS OR OMISSIONS ............................................................. 27

4.4.6 ADDITIONAL CONSULTANT SERVICES........................................................................ 27

5.0 DEVELOPER'S RESPONSIBILITIES............................................................................................ 27

5.1 DEVELOPER PROGRAM DEVELOPMENT .................................................................... 27

5.2 OVERALL BUDGET.......................................................................................................... 28

5.3 PROGRAM MANAGER .................................................................................................... 28

5.4 SURVEYING SERVICES.................................................................................................. 28

5.5 ENVIRONMENTAL TESTING .......................................................................................... 28

5.6 GEOTECHNICAL ENGINEERING…………………………………………………………….29

5.7 LEGAL, ACCOUNTING AND INSURANCE COUNSELING ............................................ 28

5.8 CERTIFICATIONS ............................................................................................................ 28

5.9 DEVELOPER FURNISHED INFORMATION; TIMELY APPROVALS.............................. 28

5.10 REQUIRED/REQUESTED INFORMATION ..................................................................... 28

6.0 CONSTRUCTION COST ............................................................................................................... 29

6.1 RESPONSIBILITY FOR CONSTRUCTION COST........................................................... 29

6.1.1 Review of Construction Budget; Construction Cost Estimates......................................... 29

6.1.2 Developer Options During Pre Bidding Phases................................................................ 29

7.0 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS ............. 29

7.1 INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP OF DESIGN DOCUMENTS ...... 29

7.2 OWNERSHIP OF ELECTRONIC CADD ITEMS .............................................................. 30

8.0 DISPUTE RESOLUTION ............................................................................................................... 30

9.0 TERMINATION, SUSPENSION OR ABANDONMENT ................................................................. 31

9.1 TERMINATION BY EITHER PARTY ................................................................................ 31

9.2 SUSPENSION................................................................................................................... 31

9.3 TERMINATION FOR CONVENIENCE ............................................................................. 31

9.4 SUSPENSION FOR FAILURE TO PAY ........................................................................... 31

9.5 COMPENSATION FOR TERMINATION .......................................................................... 31

9.6 ARCHITECT'S COOPERATION....................................................................................... 31

10.0 MISCELLANEOUS PROVISIONS ................................................................................................. 32

10.1 GOVERNING LAW ........................................................................................................... 32


– Date: 08-Jun-2007 Architectural Services Agreement Table of Contents Page: (iv)

10.2 ASSIGNMENT .................................................................................................................. 32

10.3 INTEGRATION CLAUSE .................................................................................................. 32

10.4 NO LIABILITY FOR HAZARDOUS MATERIALS ............................................................. 32

10.5 CONFLICT OF INTEREST; CONFIDENTIALITY ............................................................. 32

10.6 MONTHLY STATUS REPORTS....................................................................................... 33

10.7 COORDINATION OF MEETING MINUTES ..................................................................... 33

10.8 DEVELOPER APPROVAL AND CONSENT .................................................................... 33

10.9 RELATIONSHIP OF PARTIES ......................................................................................... 33

10.10 DISCOUNTS, REBATES AND REFUNDS....................................................................... 33

10.11 ARCHITECT'S REPRESENTATIONS AND WARRANTIES ............................................ 33

10.12 THIRD-PARTY BENEFICIARIES ..................................................................................... 33

10.13 NEGLIGENT ACTS BY ARCHITECT ............................................................................... 34

10.14 ADA COMPLIANCE.......................................................................................................... 34

10.15 EQUAL OPPORTUNITY EMPLOYMENT…………………………………………………….34

10.16 PRESS RELEASES.......................................................................................................... 34

10.17 SEVERABILITY................................................................................................................. 34

10.18 MULTIPLE COUNTERPARTS; FAXES............................................................................ 34

10.19 REFERENCES TO DOCUMENTS; INCONSISTENCIES................................................ 35

10.20 INDEPENDENT CONTRACTOR...................................................................................... 35

10.21 TIME OF ESSENCE ......................................................................................................... 35

10.22 HEADINGS ....................................................................................................................... 35

10.23 NOTICES .......................................................................................................................... 35

10.24 SURVIVAL OF REPRESENTATION AND WARRANTIES .............................................. 36

10.25 DRAFTING OF THIS AGREEMENT................................................................................. 36

10.26 CALCULATION OF TIME ................................................................................................. 36

11.0 PAYMENTS TO ARCHITECT........................................................................................................ 36

11.1 HOURLY RATES .............................................................................................................. 36

11.2 REIMBURSABLE EXPENSES. ........................................................................................ 36 11.2.1 Definition ........................................................................................................................... 36

11.2.2 Developer-Approval of Reimbursable Expenses .............................................................. 37

11.3 PAYMENT ON ACCOUNT OF BASIC SERVICES .......................................................... 37 11.3.1 Initial Payment................................................................................................................... 37

11.3.2 Subsequent Payments ...................................................................................................... 37

11.3.3 Compensation Adjustment................................................................................................ 37

11.3.4 Compensation Prior to Execution of Agreement............................................................... 38

11.4 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES....................................................................................................................... 38

11.4.1 Payment for Additional/Reimbursable Expenses.............................................................. 38

11.4.2 Monthly Statement of Additional/Reimbursable Expenses............................................... 38


– Date: 08-Jun-2007 Architectural Services Agreement Table of Contents Page: (v)

11.5 ARCHITECT'S ACCOUNTING RECORDS. ..................................................................... 38 11.5.1 Accounting Records .......................................................................................................... 38

11.6 LIEN WAIVERS................................................................................................................. 39 11.6.1 Lien Waivers ..................................................................................................................... 39

12.0 BASIS OF COMPENSATION ........................................................................................................ 39

12.1 INITIAL PAYMENT............................................................................................................ 39

12.2 BASIC COMPENSATION. ................................................................................................ 39 12.2.1 Basic Services................................................................................................................... 39

12.2.2 Stipulated Sum.................................................................................................................. 39

12.3 COMPENSATION FOR ADDITIONAL SERVICES. ......................................................... 39 12.3.1 Additional Architect's Services.......................................................................................... 39

12.3.2 Additional Consultant Services ......................................................................................... 39

12.4 REIMBURSABLE EXPENSES. ........................................................................................ 40 12.4.1 Reimbursable Expense Budget ........................................................................................ 40

12.5 ADDITIONAL PROVISIONS. ............................................................................................ 40 12.5.1 Extension of Architect's Services ...................................................................................... 40

12.5.2 Payment Schedule ............................................................................................................ 40

13.0 INSURANCE AND INDEMNIFICATION ........................................................................................ 40

13.1 INSURANCE. .................................................................................................................... 40 13.1.1 Architect's Insurance......................................................................................................... 40

13.1.2 Professional Liability Insurance ........................................................................................ 41

13.1.3 Other Insurance Requirements......................................................................................... 41

13.1.4 Certificate of Insurance ..................................................................................................... 42

13.1.5 Policies 42

13.1.6 Insurance Primary............................................................................................................. 42

13.1.7 No Reduction or Limit of Obligation .................................................................................. 42

13.1.8 Additional Insured ............................................................................................................. 43

13.1.9 Duration of Coverage........................................................................................................ 43

13.1.10 Retroactive Date and Extended Reporting Period............................................................ 43

13.1.11 Architect's Consultant Insurance ...................................................................................... 43

13.1.12 Cooperation....................................................................................................................... 43

13.2 INDEMNIFICATION. ......................................................................................................... 43 13.2.1 Indemnity - Generally ........................................................................................................ 43

13.2.2 Indemnity - Copyright; Patent ........................................................................................... 43

13.2.3 Indemnity - Architect's Consultants................................................................................... 44


– Date: 08-Jun-2007 Architectural Services Agreement Table of Contents Page: (vi)

EXHIBITS

Exhibit A – Project Description

Exhibit B – Construction Budget

Exhibit C – Basic Elements of the Project

Exhibit D - Design Schedule

Exhibit E – Detailed Description of GMP Drawings and Specifications

Exhibit F – List of Architect's and Architect's Consultants' Key Personnel

Exhibit G – Reimbursable Expense Budget

Exhibit H – Payment Schedule of Values

Exhibit I – Architect's Hourly Rates

Exhibit J – Dispute Resolution Procedures

Exhibit K – Community Impact Plan

Exhibit L – Project Staffing Plan

Exhibit M – Other Basic Services

Exhibit N - Consultant Selection Procedures


– Date: 08-Jun-2007 Architectural Services Agreement Page: 1 of 45

ARCHITECTURAL SERVICES AGREEMENT

THIS ARCHITECTURAL SERVICES AGREEMENT (this "Agreement") is made as of the ____ day of ____________, 2007 (the "Effective Date"), by and between EVENTS CENTER DEVELOPMENT, LLC, a ________________ ("Developer"), and ____________________, a ___________________ ("Architect").

Developer: Events Center Development, LLC 8701 Maitland Summit Boulevard Orlando, FL 32810 Developer Representative: Attn: Charles Y. Freeman Phone: (407) 916-2723 Fax: (407) 916-2792 Email: [email protected] Architect: Architect Representative: Attn: Phone: Fax: Email: Project: Professional design and construction

administration services in connection with the construction of an approximately 18,500 seat events center (expandable to 20,000 seats) which is described in more detail in Exhibit A attached hereto.

Owner: City of Orlando Orlando City Hall One City Commons 400 South Orange Avenue PO Box 4990 Orlando, Florida 32802 City Construction Representative ("CCR"):

Attn: Phone: Fax: Email: Program Manager: Program Manager Representative: Attn: Phone: Fax: Email:

Developer and Architect agree as follows:



1.0 DEFINITIONS

1.1 DEFINED TERMS.

In addition to other terms defined throughout this Agreement, as used in this Agreement, the following terms shall have the meanings set forth below in this Article 1.

"ADA" shall mean the Title III of the Americans with Disabilities Act and the regulations and guidelines issued thereunder by the United States Department of Justice concerning accessibility of places and public accommodation and commercial facilities.

"Additional Services" shall have the meaning set forth in Article 4.

"ADR Procedures" shall mean the dispute resolution procedures set forth in Exhibit J attached hereto, including the on-site, expedited alternative dispute resolution process set forth therein.

"Affiliate" of any specified Person shall mean any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or which is a director, officer, employee, or partner (limited or general) of such specified Person. For the purpose of this definition, "control", when used with respect to any specified Person, means the possession, direct or indirect, of the power to vote 5% or more of the securities having ordinary voting power for the election of directors or the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"AFL Standards" shall mean those standards, if any, required by the Arena Football League for AFL games to be played in the Events Center.

"Applicable Laws" shall mean any applicable law, enactment, statute, code, ordinance, charter, resolution, order, rule, regulation, guideline, authorization, or other direction or requirement of any Governmental Authority enacted, adopted, promulgated, entered or issued (including the requirements of the ADA relating to the Project).

"Architect" shall mean the firm identified on Page 1 of this Agreement.

"Architect's Consultants" or "Consultants" shall mean those consultants and other professionals, including other architects and engineers, employed or retained by Architect to provide services with respect to the Project.

"Basic Services" shall have the meaning set forth in Article 3.

"Bid Package" shall have the meaning set forth in Section 3.6.2.

"Budget Cap" shall have the meaning set forth in Section 5.2.

"Building Information Modeling" or "BIM" shall mean a digital representation of physical and functional characteristics of the Project, linked with a database of Project information, to establish a computable representation of all the physical and functional characteristics of a facility that shows geometry, spatial relationships, geographic information, quantities and properties of the Project building components. The BIM is used in forming a shared knowledge resource that demonstrates entire building lifecycle including the processes of construction and facility operation for the facility owner/operator to use and maintain throughout the life-cycle of a facility.

"Change Order" shall mean a written order signed by Developer or Developer's authorized agent, Architect and CM issued after the execution of the Contract Documents authorizing a change in the scope of Work, CM's compensation, the scheduled interim completion date(s) or the Contract Time.



"City" shall mean the City of Orlando, Florida.

"City Construction Representative" or "CCR" shall mean the person listed on Page 1 of this Agreement, an independent contractor, or City employee, or any successor to the foregoing Person, designated in writing by the City by written notice to Developer. CCR is the representative appointed by the City to oversee its interests with respect to the Project.

"CM" shall mean the primary construction management firm (or joint venture as applicable) selected to manage and construct the Project and its permitted successors and assigns, or such other firm as may be designated by Developer from time to time. During the Construction Phase, CM shall be the general contractor and is sometimes referred to herein as the "Contractor".

"CM Agreement" shall mean the agreement between Developer and CM, a copy of which will be provided to Architect.

"Comparable Facilities" shall mean an events center that is comparable in size, scope and quality, taken as a whole, to the first-class events centers and arenas recently constructed in Charlotte, Indianapolis, Memphis and San Antonio.

"Conceptual Design Documents" shall mean the conceptual design documents of the Project illustrating the scale and relationship of the Project components.

"Construction Budget" shall mean the budget developed as provided in Article 6, and attached hereto as Exhibit B.

"Construction Change Directive" shall mean a written order prepared by either Program Manager or Architect and signed by Developer and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum, Contract Time or both.

"Construction Contingency" shall mean the construction contingency identified in the GMP.

"Construction Cost" shall mean the total cost of all elements of the Project designed or specified by Architect, and shall include the cost of all the Work at the then current market rates of labor and materials when guaranteed, plus the Construction Contingency. Construction Cost does not include the following: compensation of Architect, the cost of the land, rights of way costs or financing costs.

"Construction Documents" shall mean the final working drawings, specifications and addenda thereto that set forth in detail the requirements for construction of the Project, as further described in Section 3.5.

"Construction Schedule" shall mean the schedule for the performance and completion of the Work, which schedule shall be furnished by CM to Developer and Architect as described in the CM Agreement, as the same may be modified from time to time in accordance with the terms of the Contract Documents.

"Contingent Additional Services" shall have the meaning as set forth in Article 4.

"Contract Documents" shall mean, collectively, this Agreement and all Exhibits hereto, the Project Manual, the General Conditions, the GMP Documents, the Construction Documents, addenda issued prior to execution of this Agreement and subsequent Change Orders or modifications issued in accordance with the terms hereof, and the Construction Schedule.

"Contract Sum" shall mean the total amount payable by Developer to CM (and Separate Contractors) pursuant to their respective agreements for performance of the Work under the Contract Documents.



Contract Time" shall mean the time allowed for the completion of the Project as set forth in the Construction Schedule and, where applicable, the time allowed for completion of each milestone, Phase or element of the Project.

"County" shall mean Orange County, Florida.

"Defective Work" shall mean any Work that does not comply with the requirements of the Contract Documents.

"Deficiency List" shall mean, at any time, the list of incomplete Work and Work requiring repair or replacement by a Subcontractor prepared by Architect, and approved by Developer, upon written notification from CM to Developer and Architect that a particular Subcontract is completed.

"Design Development Documents" shall mean drawings and specifications based upon and refining the Schematic Design Documents illustrating the scope, relationship, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts.

"Design Documents" shall mean, as applicable, Conceptual Design Documents, Schematic Design Documents, Design Development Documents and Construction Documents.

"Design Document Package" shall mean, as applicable, the Schematic Design Documents, the Design Development Documents, GMP Drawings and Specifications and the Construction Documents.

"Design Schedule" shall mean the schedule of architectural services prepared by Architect and approved by Developer, which is attached hereto as Exhibit D, and which may be modified by the Developer from time to time.

"Developer" shall mean Events Center Development, LLC.

"Development Schedule" shall mean the schedule developed by Program Manager based on the information provided by Developer and Architect that sets forth the milestones for each major element of the Project; and coordinates and integrates the services of Architect, CM, Separate Contractors, and Developer.

"Final Completion" or "finally complete" shall mean the stage in the progress of the Work when the Work is completed in accordance with the terms of the Contract Documents and CM has satisfied all of its obligations under the Contract Documents, including (i) all Governmental Authorities have given final, written approval of the entire Project, (ii) a final unconditional certificate of occupancy has been granted and issued to the City by the appropriate Governmental Authorities, and (iii) all Punch List items have been completed or corrected.

"Force Majeure" shall mean an act of God, fire, tornado, hurricane, named storms, flood, earthquake, explosion, war, terrorism, embargoes, civil disturbance, unusually severe weather that is abnormal for the time of year or industry wide labor strikes.

"General Conditions" shall mean General Conditions of the Contract for Construction to be prepared by Developer, as amended and modified, including the Supplementary and other conditions attached thereto.

"GMP" shall mean the guaranteed maximum price for the Work (or designated portions thereof) as set forth in the GMP Amendment.

"GMP Amendment" shall mean the amendment to the CM Agreement establishing the guaranteed maximum price.



"GMP Documents" shall mean the GMP Drawings and Specifications, the Prose Statement, the GMP Qualifications and Assumptions, and the other documents set forth in the GMP Amendment.

"GMP Drawings and Specifications" shall mean the set of approximately 50% or greater complete Construction Documents (which may include more complete Construction Documents for the foundation, structural and roof portions of the Work).

"GMP Qualifications and Assumptions" shall mean the written statement of qualifications and assumptions prepared by CM, based upon the GMP Drawings and Specifications and Prose Statement, and accepted by Developer and Architect.

"Governmental Authority" shall mean any federal, state, county, municipal or other governmental department, entity, authority, commission, board, bureau, court agency, or any instrumentality of any of them having jurisdiction with respect to the Work, the Project or the Site.

"Hazardous Materials" shall mean any hazardous waste, toxic substance, asbestos containing material, petroleum product, or related materials including substances defined as "hazardous substances" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sec. 9061 et seq.; Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sec. 1802 et seq.; the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sec. 6901 et seq.; and the corresponding regulations (as amended) issued pursuant to these acts.

"Implementation Agreement" shall mean that certain Cooperation and Implementation Agreement to be negotiated and executed by and between the City and Developer.

"Indemnitees" shall mean Developer, the Team and any of its Affiliates, the City, the County, Program Manager, CCR, the Lenders and their respective officers, board members, shareholders, members, partners and employees.

"Legal Requirements" shall mean the requirements set forth in any Applicable Laws.

"Lender(s)" shall mean any bank, insurance company, trust, corporation, association, firm, partnership, Person, or other entity that has loaned or agreed to lend or otherwise provide funds or credit enhancement to enable Developer to build the Project.

"Letter Agreement" shall mean the interim agreement entered into between Developer and Architect dated ____________, pursuant to which Architect has provided architectural services within the general scope of this Agreement until execution of this Agreement.

"NBA" shall mean the National Basketball Association.

"NBA Documents" shall mean, collectively, the 2007 NBA Facility Standard, the NBA Constitution and any other rules, guidelines, regulations or requirements of the Office of the National Basketball Association, the Commissioner, and/or the Board of Governors, as applicable, all as the same now exists.

"Person" shall mean an individual, sole proprietorship, partnership, corporation, joint stock company, trust, unincorporated association, joint venture, limited liability company, limited liability association, unincorporated association, Governmental Authority, or any other entity.

"Phase" or "Project Phase" shall mean each of the phases as described in Article 3.

"Pre-Design and Design Phase" shall mean that phase which is preparatory to the physical construction of the Project during which the Schematic Design Documents, Design Development Documents and Construction Documents are completed and concludes upon commencement of the Construction Phase, unless Developer elects to allow the commencement of certain elements or stages of construction prior to the completion of the Construction Documents in their entirety.



"Phase" or "Project Phase" shall mean each of the phases as described in Article 3.

"Program Manager" shall mean the firm identified on Page 1 of this Agreement, or any successor to the foregoing designated in writing by Developer.

"Program Statement" shall mean the definitive program statement to be prepared by Architect, and approved by Developer and CCR, that sets forth general descriptions and requirements of the various program elements to be incorporated into the design of the Project, which definitive program statement shall incorporate and refine the basic project elements set forth in Exhibit C.

"Project" shall mean the project described in Exhibit A.

"Project Closeout Documents" shall mean the record drawings (three (3) original printed sets and computer generated on disk), two (2) sets of all maintenance and operating manuals, all approved Shop Drawings, warranties, guarantees, training manuals and records.

"Project Development Team" shall mean, collectively, Developer, Architect, Program Manager, CCR, CM and such other members as may be selected by Developer from time to time.

"Project Staffing Plan" shall mean the list of the Architect's Project staff, attached hereto as Exhibit L, that identifies the individuals, classification, hourly rate and estimated time that such individual shall be devoting during the Phases of the Project.

"Prose Statement" shall mean Architect's detailed written description of all material design elements of the GMP Drawings and Specifications for which Architect desires to set forth a clear statement of intended scope describing the future design and development to be provided for such elements in the subsequent Design Documents.

"Punch List" shall mean the list prepared by Architect and approved by Developer containing minor items of incomplete Work not impacting Substantial Completion and to be completed or corrected after Substantial Completion.

"Quality Control Plan" shall have the meaning set forth in Section 3.1.5 hereof.

"Quality Events Center Standard" shall mean the standard of quality of design and construction that is substantially equivalent, taken as a whole, to the standard of quality used in the design and construction of the Comparable Facilities (as such Comparable Facilities were initially constructed, subject to adjustment for local climate conditions, topography, building code requirements and other local factors) and shall be in compliance with applicable NBA rules and standards set forth in the NBA Documents.

"Reimbursable Expenses" shall have the meaning set forth in Section 11.2 hereof.

"Schematic Design Documents" shall mean the drawings illustrating the scale and relationship of the various Project components, which also contain square footage and volume calculations for the building interior spaces, building exterior spaces, as well as major architectural and interior finishes as further described in Section 3.3.

"Separate Contractor" shall mean any entity hired by Developer to perform any construction services for the Project relating to any portion of the Work designed by Architect.

"Services" shall mean all Basic Services, Additional Services and other obligations of Architect under this Agreement.

"Shop Drawings" shall mean drawings, diagrams and illustrations specifically prepared for the Project by CM or any Subcontractor, manufacturer, supplier or distributor, and if prepared by a Subcontractor, manufacturer, supplier or distributor, then reviewed by CM for completeness and correctness, that illustrate how specific portions of the Work shall be fabricated or installed.



"Site" shall mean the area of land generally located to the south of Church Street, north of Hughey Place, west of South Hughey Avenue and east of South Division Street in Orlando, Florida, on which the Project is to be located.

"Standard of Care" shall mean that standard of professional care, skill, diligence and quality that prevail among international design firms engaged in the planning, design and construction administration of large scale and complex projects of similar scope, function, size, quality, complexity and detail, including the design of the Comparable Facilities and NBA arenas in comparable urban areas throughout the United States.

"Subcontractor" shall mean a Person who has a direct or indirect contract with CM or Separate Contractor to perform any of the Work at the Site. The term Subcontractor includes Suppliers.

"Submittals" shall mean Shop Drawings, product data, samples and other items submitted to Architect for either review and approval or for information only.

"Substantial Completion" or "substantially complete" shall mean the Work (or separable units or Phases as provided in the Contract Documents) is essentially and satisfactorily complete in accordance with the Contract Documents, such that the Project is ready for opening to the general public and full occupancy or use by Developer (it being understood that, without limitation of the foregoing, all suites, concessions and other income-generating areas and all areas serving the general public shall be ready for full operation without material inconvenience or discomfort), including, to the extent applicable to the Work, the following: all materials, equipments, systems, controls, features, facilities, accessories and similar elements are installed in the proper manner and in operating condition, inspected and approved; surfaces have been painted; masonry and concrete cleaned with any sealer or other finish applied; utilities and systems connected and functioning; site work complete; permanent heating, ventilating, air conditioning, vertical transportation and other systems properly operating with proper controls; lighting and electrical systems installed, operable and controlled; and other work performed to a similar state of essential and satisfactory completion. A minor amount of work, as determined by and at the discretion of Developer and Architect, such as installation of minor accessories or items, a minor amount of painting, minor replacement of defective work, minor adjustment of controls or sound systems, or completion or correction of minor exterior work that cannot be completed due to weather conditions, will not delay determination of Substantial Completion. For purposes of Substantial Completion, specified areas of the entire Work or Project may be individually judged as substantially complete. In no event shall Substantial Completion be deemed to have occurred unless (i) a certificate of occupancy has been issued by the appropriate Governmental Authorities, (ii) all terms and Work required under this Agreement have been fulfilled by CM and same shall have also been approved and accepted by Architect and Developer (including any Work contained on a Deficiency List previously issued), subject only to the Punch List items, and (iii) the NBA shall have completed an inspection of the Project and affirmed that the Project complies with the NBA Documents and AFL Standards.

"Supplier" shall mean a Person who has an agreement with CM, Separate Contractors or their Subcontractors or sub-subcontractors to supply by sale or lease, directly or indirectly, any materials or equipment for the Work.

"Team" shall mean Orlando Magic, Ltd., the owner of the NBA team known as the Orlando Magic.

"Value Engineering" shall mean an analysis of the feasibility of alternative systems, equipment and materials to identify alternative systems, equipment and materials of equivalent quality to those specified in the Design Documents, having equivalent characteristics to those specified in the Design Documents which can be obtained at a lower price without diminishing the quality or architectural design concept reflected in the Design Documents.

"VE Program" shall have the meaning set forth in Section 3.2.



"Work" shall mean the furnishing of all materials, labor, detailing, layout, equipment, supplies, plants, tools, scaffolding, transportation, temporary construction, superintendence, demolition, and all other services, facilities and items, reasonably necessary for the full and proper performance and completion of the requirements for the Project as set forth in the Contract Documents and items reasonably inferable therefrom, whether or not performed or located on or off of the Site.

"Work Plan" shall mean that plan that clearly defines the deliverables and tasks required for each Project Phase and for all document packages throughout the design and construction process. The Work Plan shall included the following: defined role descriptions and outline of responsibilities of Architect and its Consultants; documentation requirements and procedures (drawing and specifications); computer software compatibility and set-up (for all disciplines); documentation file transfers; plotting/reproduction methods; and construction administration documentation procedures.

1.2 OTHER TERMS. Unless otherwise defined herein, terms in this Agreement shall have the same meaning as those in the General Conditions and words that have well known technical or construction industry meanings are used in this Agreement with such recognized meanings.

1.3 CONTEXT. As the context of this Agreement may require, terms in the singular shall include the plural (and vice versa) and the use of feminine, masculine or neuter genders shall include each other. Wherever the word "including" or any variation thereof, is used herein, it shall mean "including, without limitation," and shall be construed as a term of illustration, not a term of limitation. Wherever the word "or" is used herein, it shall mean "and/or".

1.4 INCORPORATION BY REFERENCE. All exhibits, schedules or other attachments referenced in this Agreement are hereby incorporated into this Agreement by such reference and are deemed to be an integral part of this Agreement.

2.0 ARCHITECT'S RESPONSIBILITIES

2.1 ARCHITECT'S SERVICES.

2.1.1 Scope of Services. Architect's services consist of those services performed by Architect, Architect's employees and Architect's Consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Exhibit M.

2.1.2 Coordination of Services. Throughout the term of this Agreement, Architect shall coordinate its services with Developer, Program Manager, CM, CCR and the other members of the Project Development Team. Time is of the essence in the performance of Architect's Services under this Agreement. Architect acknowledges the crucial aspect of timely completion of the Project, and represents that its Services shall be performed as expeditiously as possible consistent with the Standard of Care, the Development Schedule, the Design Schedule and the Construction Schedule. Architect shall provide all necessary personnel and supervision to achieve timely completion of each Phase of its Services, and shall comply with all completion schedules to which Developer and Architect agree. Architect shall be liable for all increases in cost of labor and material Developer incurs as a result of Architect's negligent or willful failure to comply with any agreed-upon completion dates of the Services.

2.1.2.1 Developer may, from time to time, designate in writing other Persons or entities as being part of the Project Development Team.

2.1.2.2 Architect shall provide such assistance as Developer may reasonably request in connection with obtaining financing for the



Project. Architect agrees that it will make available to Developer, its Lenders and any bond trustees, information relating to the Project, including information relating to the construction progress and expenditures, as any Lenders or bond trustees may reasonably request. Architect shall furnish such consents to assignments and certifications addressed to Developer, its Lenders and any bond trustees, as may be reasonably requested. Architect shall cooperate with the independent engineers, if any, of any Lenders or bond trustees.

2.1.2.3 Prior to the Architect's commencement of the preparation of the Schematic Design Documents, Architect and Program Manager shall meet and arrive at a mutual understanding as to the detailed content of the complete Schematic Design Documents and the completed Design Development Documents and the detailed descriptions of the content of such documents shall be submitted to Developer for its review and approval, and such criteria shall be set forth in Exhibit E.

2.1.2.4 Architect shall meet with CM within forty-five (45) days of the effective date of the CM Agreement to arrive at a mutual understanding as to the detailed content of the complete GMP Drawings and Specifications. The detailed description of the content of the foregoing documents shall be submitted to Developer for its review and approval, and such criteria shall be set forth in Exhibit E.

2.1.3 Relationship With the City. Architect acknowledges that, pursuant to the Implementation Agreement, the Project is to be developed by Developer for the benefit of the City. The City shall own the Project and Developer shall use a portion of the private funds that it is contributing to the Project for payment of the Services. The City is expressly acknowledged as a third party beneficiary of this Agreement and the other Contract Documents and all covenants, obligations, and indemnifications of Architect are for the benefit of, and may be enforced by, the City and Developer, or either of them. Architect shall promptly furnish to CCR copies of all documents and information required to be provided to the City by Developer pursuant to the Implementation Agreement. Within forty-five (45) days of Final Completion of the Events Center, Architect shall provide CCR one original printed set and a disk of the record drawings or "as-built" drawings showing changes made to the Construction Documents to reflect the as-built conditions of the Project.

2.1.4 Schedule of Architectural Services. Architect shall prepare, for Developer's review and approval, the Design Schedule (Exhibit D) within thirty (30) days of the Effective Date. Architect shall adhere to the Design Schedule and shall perform its services in accordance therewith. The time limits set forth for performance of Architect's services and delivery of Design Documents established in the Design Schedule shall not be exceeded by Architect without the prior written approval of Developer. Architect acknowledges that the City (through CCR) has specified design approval rights under the Implementation Agreement. No delay on the part of the City with respect to granting any approval shall give rise to a claim by Architect for Additional Services.

2.1.5 Standard of Care. Architect represents and warrants that it is experienced in large scale and complex projects, including the design and construction of events centers and NBA arenas in comparable urban areas and under comparable project conditions, throughout the United States. Given that status, experience and expertise, Architect represents, covenants and agrees that all of the Services to be furnished by Architect and its Consultants under or pursuant to this Agreement from the inception of the Agreement shall be



performed in a manner consistent with the Standard of Care. The standard of quality and design for the Project shall meet the Quality Events Standard.

2.1.5.1 Architect shall be aware of and advise Developer as to the technological "state of the art" options for NBA arena projects and events centers and shall advise Developer of changes or advancements in such "state of the art" options throughout the Project. Architect shall actively advise Developer from time to time as to systems or components of the Project that are not, in Architect's opinion, "state of the art." The term "state of the art" shall mean current design trends and anticipated technological developments that are generally available within the Project time frame. Architect shall clearly identify, in writing, viable options for required decisions of Developer and, in connection therewith, Architect shall recommend to Developer Architect's opinion of the best applications for the Project, stating, in writing, the basis for those opinions.

2.1.6 Legal and League Related Requirements and Standards. Architect shall review Applicable Laws relevant to Architect's Services. Architect shall also review all requirements of the NBA, the NBA Documents, and the AFL Standards relating to the Project. The Design Documents shall comply with all Applicable Laws and the NBA Documents. Architect represents and warrants to Developer, and to such other parties as Developer may reasonably request, that on the basis of Architect's best professional judgment and knowledge consistent with the requirements of the Standard of Care, the Design Documents and the Project, when built in accordance therewith, shall conform to all applicable Legal Requirements, the requirements of the NBA, the NBA Documents, and the AFL Standards.

2.1.7 Architect's Personnel. Architect represents that all Persons who are directly supervising the professional architectural services for the Project or who execute the Contract Documents for the professional architectural work for the Project, are duly licensed to practice under the laws of the State of Florida and that all engineering services provided hereunder shall be performed under the direct supervision of an engineer, or engineers, licensed to practice under the laws of the State of Florida. Developer reserves the right to approve the principals and key management design personnel of Architect and its Consultants that will be scheduled to work on the Project. Developer may require Architect to remove from the Project any personnel whose performance under this Agreement is not satisfactory. A list of the principals and key management design personnel assigned to this Project who will be personally and continually, but not exclusively, involved for the duration of the Project as necessary and appropriate to meet at all times the Standard of Care for the performance of services required in this Agreement is attached as Exhibit F. Architect further represents and warrants that it shall commit such personnel, in terms of expertise and number, to fulfill its duties and obligations under this Agreement in accordance with the Standard of Care. No substitutions of any principal or key management design personnel may be made by Architect without the prior written consent of Developer. In the event that any principal or key design management personnel are no longer employed by Architect, Architect shall notify Developer within five (5) days after learning of such event. Architect shall use its best efforts to provide a permanent replacement of any principal or key design management personnel within fourteen (14) days after such event. Developer shall have the right to approve the proposed replacement in advance of an assignment to the Project.

2.1.7.1 Architect represents to Developer that Architect shall employ a sufficient number of employees, personnel or consultants to perform



Architect's duties to Developer pursuant to the Design Schedule. Architect shall (a) not discriminate against any employee or applicant for employment on any basis prohibited by law; (b) provide equal opportunity in all employment practices; (c) comply with the MBE/WBE, Living Wage and other requirements set forth in Exhibit K attached hereto in the award of all Services that are contracted to Architect's Consultants or other third parties; (d) comply with all other Applicable Laws regarding contracting, hiring and employment; and (e) permit Developer and the City (and any agencies or representatives thereof) to timely monitor and review compliance with the equal opportunity provisions of this Section.

2.1.7.2 Staffing Plan. Architect shall submit, for Developer's review, a detailed Staffing Plan with respect to Services to be performed by Architect and each of its Consultants. Such Staffing Plan shall be similar to the format of Architect's standard staffing plan, and shall provide (a) a listing of individuals assigned to each Project Phase; (b) a description of roles/responsibilities for such individuals; and (c) anticipated time to be expended by such individuals in performing services required for each such Phase pursuant to the Contract Documents. A preliminary Staffing Plan shall be submitted to Developer within forty-five (45) days of the Effective Date and the final Staffing Plan shall be submitted to Developer within ninety (90) days of the Effective Date.

2.1.8 Performance of Services. Architect represents that the Design Documents, when completed, will be accurate and free from material errors and in compliance with all Legal Requirements to the extent required by the Standard of Care. Architect's duties as set forth herein shall at no time be in any way diminished by reason of any acceptance by Developer of the Design Documents or any other work product of Architect, nor shall Architect be released from any liability by reason of such acceptance of Developer. Architect's services shall be performed as expeditiously as is consistent with professional skill, care, diligence and the orderly progress of the Work.

2.1.8.1 Work Plan. Architect shall submit, for Developer's review, a comprehensive Work Plan. Such Work Plan shall provide information relative to the coordination and review of Design Documents. Architect shall ensure that the Work Plan is implemented throughout each Project Phase. The Work Plan is intended to serve as Architect's overall management plan with respect to Architect's and its Consultants' practices, procedures, staffing plans, tasks, schedules, documentation reviews and quality control pertaining to the Project. A preliminary Work Plan shall be submitted to Developer within forty-five (45) days of the Effective Date and the final Work Plan shall be submitted to Developer within ninety (90) days of the Effective Date.

2.1.9 Architect's Consultants. Architect may, subject in each instance to the written approval of Developer, enter into written agreements with such civil, structural, mechanical, electrical, plumbing or other engineering or design related firms as Architect deems necessary or appropriate in order to assist Architect in providing its services hereunder, provided that each such agreement shall provide that: (i) each such Consultant, to the extent of the services to be provided by it, shall be bound by the applicable terms of this Agreement and shall assume toward Architect all the applicable obligations and responsibilities which Architect by the terms of this Agreement assumes toward Developer,



and (ii) each such Consultant shall be directly liable to Developer, and Architect shall be jointly and severally liable to Developer for the performance of such Consultant's services designated in the agreement and for negligent acts or errors or omissions in the performance of such services. Developer shall not, however, have, nor deemed to have, any direct contractual relationship with any such Consultant and shall not be obligated to pay, nor be liable for the nonpayment of, the fees, costs, and expenses of any such Consultant; such fees, costs, and expenses being the obligation of Architect. To the extent Architect retains Consultants to perform portions of Architect's services hereunder, Architect shall be responsible for their services as though it had been performed directly by Architect. A list of the design disciplines that will perform a portion of the Services, together with a list of the currently engaged Architect's Consultants, is attached hereto as Exhibit F.

2.1.9.1 Architect represents, covenants and agrees that, to the extent required by Applicable Law, Persons employed by Architect or Architect's Consultants who shall perform professional architectural and engineering work for the Project shall be duly licensed to practice in the City and under the laws of the State of Florida, and that Architect holds all required corporate certificates and licenses necessary to perform architectural services in such corporate capacity. All Consultants employed by Architect shall be reputable, qualified firms or individuals with an established record of successful performance in their respective fields and licensed, as may be required, to practice in the City and under the laws of the State of Florida. It shall be Architect's responsibility to determine any and all licensing requirements that may be applicable to any aspect of its own work or the work of its Consultants.

2.1.9.2 In general, communications by and with the Architect's Consultants shall be through Architect, but it is expressly understood that Developer and Program Manager may, at any time, directly communicate with, although not direct the work of, any of Architect's employees or the employees of any Consultants.

2.1.10 Consultants' Selection Procedures. Selection of Architect's Consultants shall comply with the consultant selection process generally set forth in the Request For Proposals for Design Professionals for A New Orlando Events Center, dated May 30, 2007, and more fully described in Exhibit N.

2.1.11 Minority Business Enterprises and Women Business Enterprises Utilization. Architect shall comply with the minority business enterprise and women business enterprise requirements of Chapter 57 of the City of Orlando Code, make good faith efforts to meet the participation goals, and cooperate with the City and Developer in their local business economic development efforts. It is the responsibility of Architect to read and become familiar with the requirements of Chapter 57 of the City of Orlando Code, which can be located at www.cityoforlando.net/admin/mbe/chapter57.html.

2.1.11.1 The Project participation goals for Design Professional Services are 18% MBE and 6% WBE.

2.1.11.2 Only City of Orlando or Orange County, Florida’s certified/recognized MBE/WBE firms will count towards the achievement of the participation goals pursuant to a certification process acceptable to the City.



2.1.11.3 Architect shall implement the Community Impact Plan attached hereto as Exhibit K.

2.1.11.4 To the extent Architect fails to achieve the contractual obligations of the Community Impact Plan set forth in Exhibit K, Architect's compensation under Section 12.2 shall be reduced by an amount equal to $50,000 for each percentage point that the actual MBE/WBE participation goals achieved are less than the MBE/WBE participation goals set forth in Exhibit K.

2.1.12 Project Partnering. Architect shall participate in a project partnering facilitation process involving all members of the Project Development Team. The project partnering facilitation process shall be developed by Developer. Each participant shall bear its own cost and expense of attendance.

3.0 SCOPE OF ARCHITECT'S BASIC SERVICES

3.1 SCOPE OF BASIC SERVICES. Architect's Basic Services consist of those described in Article 2 and Article 3, and any Other Basic Services identified in Exhibit M, and include such structural, mechanical, electrical and plumbing and engineering services and such other design/engineering services that are normally and customarily required of projects similar in scope, size and complexity to the Project (the "Basic Services").

3.1.1 Architect shall, during each Phase of design referenced in this Article 3, submit to Developer and such others designated by Developer, "in process" plans, specifications and other documents, and shall meet with Developer, Program Manager or CM, as requested by Developer, to enable them to review and approve Design Documents and perform cost estimating, Value Engineering, constructability review and scheduling functions. Architect shall also meet, as necessary, with City officials, CCR, City Oversight Committee, Downtown Development Board and other Project stakeholders as required. Architect's Basic Services shall include all consultation and coordination contemplated by this Section 3.1. Architect and Developer agree to use their best efforts to fully communicate and cooperate with each other.

3.1.2 In performing all aspects of its Services, Architect shall observe the following procedures:

3.1.2.1 Meet with and report to Developer during all Phases.

3.1.2.2 Coordinate its services with Developer, Program Manager, members of the Project Development Team and other consultants as determined by Developer.

3.1.2.3 Coordinate the services of the Architect's Consultants.

3.1.2.4 Provide timely printed minutes or notes of all meetings between Architect and any other member of the Project Development Team.

3.1.2.5 Meet with, and make presentations to, individuals, committees, area planning agencies, local, state and federal agencies and other entities having jurisdiction over, or otherwise having an interest in, the Project as required by Developer.

3.1.2.6 Submit all documentation to Developer or Project Development Team members as directed by Developer in a timely fashion.

3.1.2.7 Schedule and submit all documentation to CCR and designated City agencies, including building department, health department and fire



marshal. Meet with CCR and designated City agencies to explain and coordinate response to Design Documents submitted for review and permitting.

3.1.2.8 Obtain Developer's approval of all design concepts.

3.1.2.9 Provide a continuing record of quantitative information fully characterizing the detailed areas contained within each Design Phase and contrasting them with the detailed areas contained within the Program Statement.

3.1.2.10 Provide typed, printed and electronic copies of all Design Documents and communications to Developer at all stages of design.

3.1.2.11 Include Developer in all material communications that could impact the design or scope of the Project.

3.1.2.12 Maintain a fully open, communicative and collaborative process between and among all parties, including Developer.

3.1.3 Architect shall provide the following services in accordance with the Standard of Care during all Project Phases:

3.1.3.1 Furnish to Developer and present all architectural and engineering data necessary for review and approval of applications to any Governmental Authority, insurance companies, league officials (NBA, AFL, or other), financial consultants or counsel.

3.1.3.2 Coordinate and hold meetings during each Project Phase with the Project Development Team and any other individuals Developer identifies when required by Developer or this Agreement.

3.1.3.3 Prepare graphic and narrative materials necessary for presentation to Developer, governmental agencies and community groups.

3.1.3.4 Determine all Legal Requirements, comply with all Legal Requirements and assist Developer in complying with all Legal Requirements. Architect will review the Design Documents with designated ADA "user" groups seeking input on areas of concern for any such group or groups.

3.1.3.5 Assist Developer in preparation of contract forms, including the General Conditions.

3.1.3.6 Prepare any and all models, computer aided design renderings, Building Information Models and graphics in 2-D and 3-D format as may be necessary for Developer's, Program Manager's and CM's complete understanding of the design concepts being advanced by Architect.

3.1.3.7 Prepare twelve (12) high-quality, special-purpose renderings. The content and style of these renderings are to be approved by Developer. These renderings are in addition to the design renderings and graphics required for design communication in Section 3.2.

3.1.4 Coordination of Drawings. Architect shall be responsible for the coordination of all drawings and Design Documents relating to Architect's design and use on the Project, regardless of whether such drawings and Design Documents are prepared or performed by Architect, by Architect's Consultants, or by others if



Architect incorporates such work performed by others in the Design Documents. If preliminary or design development work has been performed by others, including Architect's Consultants, Architect is nevertheless fully responsible for and accepts full responsibility for such earlier work when Architect performs subsequent Phases of the Basic Services called for under this Agreement, as fully as if the preliminary, schematic and design development work had been performed by Architect itself. Architect shall be responsible for coordination and internal checking of all drawings and for the accuracy of all dimensional and layout information contained therein, as fully as if each drawing were prepared by Architect. Architect shall be responsible for the completeness and accuracy of all Design Documents submitted by or through Architect and for their compliance with all Legal Requirements in accordance with the Standard of Care.

3.1.5 Quality Control Plan. Consistent with the Work Plan developed and implemented by Architect, within forty-five (45) days following the date this Agreement is executed, Architect shall submit to Developer, for review and approval, a preliminary plan for the quality control of the professional services (the "Quality Control Plan") that Architect and Consultants provide for the Project. The Quality Control Plan shall be in accordance with standards of the industry and reasonable requests of Developer and will be implemented through all Design Phases of the Project consistent with the Standard of Care. Architect shall submit, not later than the end of the Design Development Phase, the final Quality Control Plan incorporating the scope of work for all Design Consultants. Architect shall be solely responsible for carrying out the Quality Control Plan for the Project, the goal of which shall be to eliminate or minimize errors and omissions as much as possible in the Design Documents and other documents prepared by Architect and its Consultants; and to make certain that the Design Documents are accurate and complete, internally consistent, and coordinated consistent with the Standard of Care as required under the terms of this Agreement. The Quality Control Plan will include provisions for an external peer review process for a) structural engineering, b) mechanical/electrical/plumbing/fire protection engineering, and c) for operational review of the architectural solution for the Program Statement.

3.2 PRE-DESIGN PHASE.

3.2.1 Program Requirements. Architect shall work closely with the Project Development Team so that the Project meets Developer's requirements within the Construction Budget. Architect shall, within one hundred twenty (120) days after the Effective Date, submit to the Developer for review and approval by the Developer and CCR, the Program Statement, which shall incorporate the basic project elements set forth in Exhibit C. As requested by Developer, Architect shall assist Developer and CM from time to time in providing estimates of Construction Cost based upon the then current Design Documents. Architect shall notify Developer and CM in writing if it is aware of elements contained within the estimates of Construction Cost that do not comply with the Program Statement.

3.2.2 Value Engineering Program. Architect shall participate in the Value Engineering Program (the "VE Program") developed by CM, with input from Program Manager, to provide alternate solutions, systems, materials or techniques to achieve Project requirements. The VE Program shall encompass all major facility elements and will consist of such sessions as are necessary from time to time based on the Phase of completion of the Design Documents. Throughout each Project Phase, Architect, in conjunction with CM, shall provide, as appropriate, alternative design solutions regarding major design features to allow Developer to ascertain that the recommended design



achieves a desirable and practical programmatic and economic solution within the limitations of the approved Project Budget. The VE Program shall include a life cycle cost analysis for all major facility elements and systems. The Life Cycle Cost Analysis will be prepared by CM, with assistance in defining parameters and alternative engineering solutions by Architect and its Consultants.

3.2.3 Development Schedule. Architect agrees to work with Developer and CM to develop the Development Schedule and the Construction Schedule. Once the Development Schedule has been agreed to by the Project Development Team, Architect agrees to comply with those time parameters established for Architect's services as set forth in the Development Schedule, conditioned upon and subject to the timely performance by Developer of its responsibilities required hereunder as specifically necessary for Architect's timely performance of its services.

3.2.4 Design Concept Meetings. Architect shall document the results of design concept meetings in which design factors are agreed to, modifications to previous designs are made and other material design and construction issues are discussed. Design Meetings may be attended by Developer, the Team, CCR, Program Manager, CM, Separate Contractors, City operational staff, and other firms or individuals as Developer may designate. Architect shall furnish a copy of the documentation produced under Section 3.2.4 to Developer. Developer may make further distribution of such minutes.

3.2.5 Conceptual Design Phase Services. Architect shall perform the following services during the Conceptual Design Phase: (i) assist Developer's consultants in the collection and analysis of cost-related data, including cost data pertaining to local labor, materials, equipment and furniture, major building systems and permit fees; (ii) assist Developer's consultants in the collection and analysis of data required for preparation of a detailed Development Schedule; (iii) develop pro forma budget by trade code for each component of construction, including general conditions, contingency; and fee; and (iv) based upon the approved Program Statement, prepare the Conceptual Design Documents and submit the same to Developer for Developer's approval.

3.2.6 Conceptual Design Phase Estimate. Architect shall work closely with Program Manager or CM, as designated by Developer, to enable Program Manager or CM to prepare an estimate of the cost of the Project. To the extent that the initial estimate exceeds the Project Budget, Architect shall offer Value Engineering to enable Program Manager or CM to reduce the estimate to a cost within the Project Budget.

3.3 SCHEMATIC DESIGN PHASE.

3.3.1 Preparation of Schematic Design Documents. Architect shall not commence work on the Schematic Design Documents until Developer has approved the Conceptual Design Documents and there has been a reconciliation with the most recent estimate of Construction Cost prepared by Program Manager or CM as designated by Developer as the responsible party. Based upon the Project requirements set forth in the Program Statement, the Conceptual Design Documents and the Project Budget, Architect shall prepare, for approval by Developer and review by CM, Schematic Design Documents. Such documents shall also contain accurate square footage calculations for the building interior spaces, building exterior spaces including plazas, balconies, decks, seating configurations and other similar components, including elevations of the Project, and sections through the Project and Site



as well as the major architectural and interior finishes. The Schematic Design Documents shall address all elements, components and systems of the Project. As a part of the Schematic Design Documents, each of Architect's specialty consultants shall provide written statements describing the systems that they believe are appropriate for the Project, in the specific context of the Schematic Design Documents. The Schematic Design Documents shall be timely submitted to Developer for review and approval in accordance with the Design Schedule.

3.3.2 Alternative Design Solutions. Architect will participate in the VE Program during the Schematic Design Phase and incorporate changes in the Schematic Documents approved by Developer. In addition, Architect will provide alternate design solutions to achieve the maximum number of suites and seats and fully developed retail and club areas so Developer may include such alternates into the Work.

3.3.3 Architect Review of Construction Cost. Architect shall review and evaluate the estimate of Construction Cost prepared by Program Manager or CM as designated by Developer at the completion of the Schematic Design Phase. If the estimate of Construction Cost exceeds the Construction Budget, either Developer shall increase the Construction Budget or require Architect to revise the scope and quality of the Project so that the estimate of Construction Cost is within the Construction Budget. Architect shall make such revisions to the Schematic Design Documents without additional fee or expense to Developer. Architect, after review of the estimate of Construction Cost, shall also advise Developer of any Project scope items that, in Architect's judgment, may have been in error (either quantity or unit cost) or omitted from the estimate of the Construction Cost prepared by Program Manager or CM.

3.4 DESIGN DEVELOPMENT PHASE.

3.4.1 Design Development Documents. Architect will not commence work on the Design Development Documents until Developer has approved the Schematic Design Documents and there has been a reconciliation between the most recent estimate of Construction Cost and the Project Budget. Based on approved Schematic Design Documents and any adjustments authorized by Developer in the scope or quality of the Project or the Project Budget, Architect will prepare the Design Development Documents. The Design Development Documents shall be based, in part, upon data and estimates prepared by CM and shall consist of design criteria, drawings, outline specifications, presentation models and other documents that establish and describe the size and character of the entire Project and architectural, structural, food service and concession, mechanical and electrical systems, materials and such other essential elements as may be appropriate. The Design Development Documents shall include typical construction details, equipment layouts and specifications that identify major materials and systems for a project of the scope, size and complexity of this Project. During the Design Development Phase, Architect shall develop building systems, including architectural, civil, structural, mechanical, electrical, plumbing, acoustic, automated movement, security, on-site utility, signage, signage related graphics, and fire protection systems. Architect shall also develop and prepare design development floor plans, elevations, enlarged floor plans and miscellaneous details for presentation to Developer. Such plans shall provide for architectural, mechanical, structural, electrical, plumbing, vertical transportation, equipment, furnishings and such other elements as may be appropriate. As a further development of the Project, Architect shall also submit for Developer's and CM's review and approval detailed room data sheets for each room, which shall indicate the following information: locations and numbers of all items of



fixed equipment. The Design Development Documents shall be submitted to Developer for review and approval in accordance with the Design Schedule.

3.4.2 Distribution of Design Development Documents. At intervals appropriate to the progress of Design Development Documents and as mutually agreeable to by Developer, CM and Architect, Architect shall provide drawings and other documents that depict the current status of development for Developer's, and CM's information, review and comment.

3.4.3 Review of Estimate. Architect shall review, evaluate and discuss with Developer and CM the estimate of Construction Cost prepared by CM at 100% completion of Design Development Documents. As part of such review, Architect will evaluate whether CM's assumptions and take-offs are reasonable, whether materials and systems were estimated in accordance with design intent and whether labor and unit pricing on elements of the Project are consistent with Architect's knowledge based on projects similar in scope, size and complexity. Architect shall participate in the VE Program during the Design Development Phase. Any revisions to the Design Development Documents shall be without additional fee to Developer. Upon the conclusion of Architect's review process as described herein, Architect shall provide to Developer a written evaluation of the estimate of Construction Cost. As a part of its evaluation, Architect shall affirm in writing that any proposed changes arising from the VE Program are fully appropriate and will comply with the Legal Requirements and the Program Statement. Architect shall only make revisions to the scope of work characterized by the Design Development Documents with Developer's written consent.

3.4.4 GMP Development. Architect understands that the Project Budget includes a fixed limit of Construction Cost available for the Project. The GMP ultimately agreed to cannot exceed the Project Budget and must include all program elements identified in the Program Statement unless otherwise specifically authorized in writing by Developer. Accordingly, Architect shall use its best efforts to assist Developer in achieving a GMP that complies with the Project Budget and contains the full project program and scope.

3.4.4.1 On or before the date set forth in the Design Schedule, based on the approved Design Development Documents, Architect shall prepare, for approval by Developer, the GMP Drawings and Specifications and the Prose Statement. The GMP Drawings and Specifications shall take into account all Applicable Laws and shall meet the level of detail set forth in Exhibit E. Within twenty-eight (28 days after receipt of the GMP Drawings and Specifications and the Prose Statement, CM shall submit to Developer and Architect its proposed GMP and its qualifications and assumptions based upon the GMP Drawings and Specifications and the Prose Statement. Within fourteen (14) days after Developer receives the proposed GMP and GMP qualifications and assumptions, CM, Developer and Architect (along with Architect's Consultants) shall meet to reconcile any questions, discrepancies or disagreements relating to the GMP proposal, the GMP qualifications and assumptions, the GMP Drawings and Specifications or the Prose Statement. The reconciliation shall be documented by an addendum to the GMP qualifications and assumptions that shall be approved in writing by Developer, Architect and CM. Architect shall separately confirm in writing to Developer that CM's qualifications and assumptions are consistent with the GMP Drawings and Specifications. CM shall then submit to Developer, for Developer's approval, CM's proposed final GMP based upon the GMP Drawings and Specifications, the approved



GMP Qualifications and Assumptions and the Prose Statement. The foregoing documents will be signed by Developer, CM and Architect and shall constitute the GMP Documents.

3.5 CONSTRUCTION DOCUMENTS PHASE.

3.5.1 Preparation of Construction Documents. Based on the approved GMP Documents and any further adjustments authorized by Developer in the scope of the Project, the Construction Budget or the Construction Schedule, Architect shall prepare, for approval by Developer, Construction Documents consisting of drawings and specifications setting forth in detail the requirements for construction of the Project. The Construction Documents shall comply with all Applicable Laws, the requirements of NBA and the NBA Documents and the AFL Standards. Architect shall distribute to the Project Development Team interim sets of Construction Documents at the 50% and 90% stages of completion.

3.5.2 Conformed Construction Documents. At intervals mutually agreeable to Developer, CM and Architect, Architect shall provide copies of Construction Documents for Developer's and CM's review. Architect shall prepare conformed Construction Documents that indicate any and all revisions made to the initial set of Construction Documents for each Design Document Package issued pursuant to Architect's Design Schedule.

3.5.3 Preparation and Submittal of Construction Documents. Upon completion of the Construction Documents Phase, Architect shall provide Construction Documents for Developer's approval and CM's information. By submitting same for construction, Architect represents that Architect has informed Developer of any tests, inspections, studies, analyses or reports that Architect deems necessary or advisable to be performed by or for Developer in relation to such Construction and Contract Documents. Architect services during this Phase shall include the following:

3.5.3.1 Permitting and Governmental Approvals: Architect shall submit documents for review or approval to all Governmental Authorities having jurisdiction over the Project. Architect shall submit copies of all approvals obtained by Architect to Developer. Architect will work with CM in determining any building or such other permits that are Developer's responsibility for the Project. Architect shall prepare and submit the necessary forms and applications required and shall assemble the Contract Documents necessary to obtain such building or other permits and approvals. Architect shall also be responsible for promptly responding to requests for information and clarification from such Governmental Authorities as part of the applicable review and approval process and Contract Documents. Architect shall attend and participate, as appropriate, in all governmental or administrative hearings or meetings and other meetings in connection with this Section 3.5.3. Notwithstanding the foregoing, Architect shall not be responsible for obtaining or procuring Subcontractor permits.

3.5.3.2 Coordinated and Checked Drawings: Inclusion in Construction Documents of the following documents in accordance with the Standard of Care set forth herein: (i) plans, elevations, and sections at a scale that is sufficient to give a full and complete understanding of the construction, dimensions thereof, materials to be employed, location of utilities and any other pertinent data, (ii) details, diagrams, schedules, photographic reproductions, and



other pictorial methods appropriate to define work required to be performed to accomplish the purposes of the Project, (iii) description of existing conditions of the Site or structures with sufficient clarity to permit their use without ambiguity in the bidding and construction purposes of the process, and (iv) all relevant design calculations, including those for structural, mechanical, electrical and plumbing work.

3.5.3.3 Scope Alternates: Concurrent with the issuance of completed Construction Documents for each Bid Package, Architect shall issue additional scope items showing the design fully maximized in number of suites and seats and fully developed retail and club areas so Developer may include such alternates into the Work.

3.5.3.4 Technical Specifications: Unless otherwise agreed to by Developer in writing, the format of the specifications shall generally follow the divisions of the Construction Specifications Institute. The technical sections of the Specifications shall concisely describe the materials to be installed and services to be employed by the Subcontractors in the completion of the Work. Such specifications of the Construction Documents shall describe the Work to be done and shall be arranged by work or material in appropriate divisions with suitable cross references for clarity and continuity. The technical sections of the specifications shall be detailed sufficiently to allow a clear understanding of the Work required for each bid package as reasonably determined by CM (in conjunction with Architect) for the performance of Work required to deliver the Project complete without ambiguity as to which technical sections of the specifications covers each element of work. The technical sections of the specifications shall clearly state the minimum grade, quality, and type of materials and workmanship required. Such specifications shall not restrict competition, where it is available, but shall state a level of quality, which can be objectively determined by Persons normally engaged in the type of trade or practice described. When multiple manufacturers offer materials, equipment or devices of equal quality and usability needed for the Project, Architect shall list several such manufacturers for use on the Project or both if only two manufacturers are available.

3.5.3.5 Distribution of Documents: Upon determination by Architect that the final design for each Phase or bid package is represented by completed Construction Documents, those documents shall be submitted to Developer, CCR and CM for review and acceptance prior to release for bidding. Developer may, in its discretion, issue a list of recommended changes/corrections to be incorporated in the Construction Documents. Architect shall transmit written replies to review comments issued by Developer or for which clarification requests were identified or for which changes were authorized by Developer and communicated to Architect. Written directions by Developer shall be incorporated into the Construction Documents.

3.6 BIDDING OR NEGOTIATION PHASE.

3.6.1 Bidding Process. Architect shall assist CM and Developer in the preparation of the necessary bidding information, bidding forms and the General Conditions. Architect shall serve as an advisor to Developer during the bidding process, including the preparation for and participation in all pre bid conferences and pre award conferences.



3.6.2 Bid Packages; Bidding. Architect acknowledges that this Project will be conducted on a multiple and phased bid package basis and that, accordingly, multiple Subcontractors will be utilized. Due to the use of multiple and phased bid packages, the Construction Documents may require refinement and detailing from time to time in order to coordinate among the various document issuances, and the cost of all such refinement and detailing shall be included as a Basic Service. Architect shall assist Developer, CCR and CM to unbundle potentially large subcontracts with the goal of increasing the opportunity for small and historically disadvantaged businesses to obtain subcontracts.

3.6.3 Responses to Bidder Inquiries. During the bidding period, Architect shall assist Developer and CM in responding to bidder inquiries and Architect shall prepare and issue, in an expeditious manner so as not to cause an unnecessary delay (as reasonably determined by Developer) in the bidding schedule, necessary addenda required to clarify, explain, modify or revise the Contract Documents. Architect shall issue responses to bidder inquiries within three (3) days of receipt thereof, unless otherwise approved by Developer in its reasonable discretion.

3.6.4 Responses to Requests. Architect shall prepare responses to questions, requests for clarification and information from prospective bidders and provide clarification and interpretations of the bidding documents as Architect deems appropriate by addenda.

3.6.5 Review of Bids. Architect shall assist Developer and CM in reviewing and analyzing Subcontractor bids.

3.6.6 Requests for Substitution. Architect shall consider requests for substitutions only if such substitutions are: (a) permitted by the bidding documents, (b) proposed as alternates to specified items, and (c) such substitutions provide a more economical solution, system or material without compromising quality in the professional opinion of Architect. If such substitution is approved by Architect and Developer under the foregoing conditions, Architect shall prepare and submit to CM for distribution, addenda identifying approved substitutions to all prospective bidders.

3.6.7 Responses to Requests for Substitution. In the event the review and necessary documentation of a proposed substitution requires a significant expenditure of Architect's time for such purpose (e.g., in excess of sixteen (16) hours for each proposed substitution) Architect shall so advise Developer and upon Developer's approval, Architect shall perform such review as an Additional Service hereunder.

3.7 CONSTRUCTION PHASE – ADMINISTRATION OF THE CONSTRUCTION CONTRACT.

3.7.1 Basic Services for Construction Phase. Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences on CM's award of the first Subcontract for construction and terminates at the issuance to and approval by Developer of a Final Certificate for Payment. However, in the event Architect's services during the Construction Phase extend beyond October 31, 2010 (except for post-occupancy services or services relating to the Final Certificate of Payment), Architect shall provide such services upon the expiration of such respective periods as an Additional Service as set forth in Section 4.1.

3.7.2 Contract Administration. Architect shall provide administration of the construction contracts relating to the Work, as set forth herein and in the



General Conditions, including Work performed by CM under the CM Agreement and the Work performed by Separate Contractors under their respective construction contracts.

3.7.3 Limitations of Authority. The Construction Phase duties, responsibilities and limitations of authority of Architect may be reasonably restricted, modified or extended by Developer after the date of this Agreement with adjustments in compensation as mutually agreed upon Developer and Architect.

3.7.4 Authority of Architect; Meeting Attendance, Participation. Architect shall be a representative of Developer and shall advise and consult with Developer, Program Manager and CM as provided herein. Architect shall have the authority to act on behalf of Developer only to the extent provided in this Agreement and the General Conditions, unless otherwise modified by written instrument signed by Developer and Architect. Architect shall attend and participate in all Project progress meetings, which shall be held on a periodic basis appropriate to the size, the complexity and scope of the Project Phase. At such Project progress meetings, Developer, Architect, CM, Separate Contractors and Subcontractors may discuss and resolve administrative matters and discuss other matters such as job progress, construction issues, scheduling and other matters relating to the timely and successful completion of the Project in accordance with the applicable Contract Documents.

3.7.5 On Site Responsibility; Evaluation Reports. Architect, as a representative of Developer, shall review the Project at intervals appropriate to the various stages of construction as Architect deems necessary, in accordance with the Standard of Care, to sufficiently familiarize Architect with the Work (which, in any event, shall not be less than on a bi-weekly basis and more frequently as determined necessary and appropriate by Architect) in order to provide Developer the certifications required hereunder, to evaluate directly the progress and quality of the Work completed and to determine if the Work is proceeding in accordance with the requirements of the Contract Documents. On the basis of such on-site evaluations, Architect shall keep Developer and CM informed of the progress and quality of the Work and, in accordance with the Standard of Care, endeavor to guard Developer against defects and deficiencies in the Work. Although Architect shall not be required to make exhaustive or continuous on site inspections to check the quality or quantity of the Work, Architect will exercise the Standard of Care and diligence required hereunder in reviewing the quality and quantity of the Work on at least a weekly basis as part of Architect's Basic Services. Architect shall issue written reports of its review of the Work within ten (10) days of each such evaluation.

3.7.6 Services of CM. Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work. Architect shall not be responsible for the services provided by CM.

3.7.7 Access to Work. Architect shall at all times have access to the Work wherever it is in preparation or progress, subject to reasonable safety rules and regulations established by CM and Developer.

3.7.8 Communications. Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, Subcontractors shall communicate with Architect through CM. Communications by and with Architect's Consultants shall be through Architect and from time to time, as appropriate, directly with CM. Copies of all significant communications between Developer, CM and Subcontractors affecting Architect's services shall be provided to Architect in a timely manner. Developer may communicate with



Architect's Consultants, Subcontractors or Suppliers in Developer's sole discretion without the approval of Architect.

3.7.9 Review of Applications for Payment. Based on Architect's evaluation of the progress of construction and quality of the Work, Architect shall review each Application for Payment (whether from CM or any Separate Contractors or Suppliers) and shall certify the amounts properly due and payable within ten (10) days after the completion of the review with Developer.

3.7.9.1 Architect's certification for payment shall constitute a representation to Developer, based on Architect's evaluations at the Site, as provided in Section 3.7.5, the data comprising the Applications for Payment, that, to the best of Architect's knowledge, information and belief, the Work has progressed to the point indicated in the Application and the quality of the Work is in accordance with the Contract Documents. CM shall receive all individual Subcontractor Applications, incorporate them into CM's Application for Payment and forward them in a single pay application for each pay period to Architect. The issuance of a Certificate for Payment shall further constitute a representation by Architect that CM is entitled to payment of the amount certified. Architect shall maintain a record of all Applications for Payment.

3.7.9.2 Architect shall report to Developer deviations from the Contract Documents that Architect observes in accordance with the Standard of Care. Architect shall have authority, with notification to Developer, to reject Work that does not conform to the Contract Documents. Whenever Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, Architect will have authority, upon written authorization from Developer or Program Manager, to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of Architect nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or a responsibility of Architect to CM, Subcontractors, material and equipment suppliers, their agents or employees or other Persons performing portions of the Work.

3.7.10 Requests for Information; Submittals. CM shall review Requests for Information ("RFIs") and Submittals for completeness and conformity with the specified standards of submission before such RFIs or Submittal is transmitted to Architect. Architect shall establish and implement a uniform "online" system for the timely and prompt processing of RFIs and Submittals. Such system shall be coordinated with CM's system for processing such RFIs and Submittals. Architect shall maintain a master log with a detailed record of the status of each RFI and Submittal. Architect shall review and approve or take other appropriate action upon Submittals and RFIs to determine design conformance with the Contract Documents and for the purpose of assuring that the Work affected and represented by such RFIs and Submittals is in general conformance with the requirements of the Contract Documents. Architect shall be responsible for determining which aspects of the Work shall be the subject of Submittals. Construction bulletins shall be developed and issued by Architect to CM for review and processing. Architect's action with respect to RFIs and Submittals shall be taken promptly so as to avoid delay in the Work while allowing sufficient time in Architect's professional judgment to permit adequate review. Notwithstanding the foregoing, consistent with the processing system jointly developed and agreed to by CM and Architect, Architect's review



of: (a) RFIs shall be completed within seven (7) days of receipt by Architect; and (b) Submittals shall be completed within fourteen (14) days of receipt by Architect. Architect shall advise Developer and CM of any instances wherein Architect's review of a RFI or Submittal, as applicable, may extend beyond the time period stated in this Section, and Architect may request additional time for review. In such event, Architect shall provide to Developer a detailed explanation of the reason for and the amount of the additional time necessary for such review. Architect's request for additional time for review and response to a Submittal or a RFI shall be subject to the reasonable review and approval of Developer. Unless otherwise specifically stated, Architect's review of RFIs and Submittals shall not include a review of construction means, methods, techniques, sequences, procedures or safety issues or a review of tolerances, quantities, dimensioning or fabrication processes, except Architect, may in its discretion, comment on any of the foregoing issues observed in Submittals without assuming any obligation for additional review of such Submittal or equivalent or additional review of future Submittals.

3.7.11 Certification of Systems, Materials or Equipment. If professional design services or certification by a design professional related to systems, materials or equipment are specifically required of the Subcontractor, Architect shall specify appropriate design and performance criteria that such services must satisfy. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, Architect shall be entitled to rely upon such certification provided by design professionals retained by the Subcontractor to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents, unless Architect knew or should have known that such certification was not correct.

3.7.12 Change Orders; Construction Change Directives. Architect shall review and make a recommendation to Developer on the correctness and acceptability of Change Orders and Construction Change Directives prepared by CM for Developer's approval and execution in accordance with the Contract Documents. Architect shall review requests by CM or Developer for changes in the Work. If Architect determines that implementation of the requested changes would result in a material change that may cause an adjustment in the Contract Time or CM's Contract Sum, Architect shall make a recommendation to Developer, and Developer may authorize further investigation of such change. Architect shall review and take appropriate action on any proposed Change Orders with respect to CM's services. Architect shall maintain a system to record all Change Order Requests, Construction Change Directives and Change Orders that is coordinated with CM's system for such documents.

3.7.13 Changes in Work. Architect, with the approval of CM, may authorize minor changes in Work not involving an adjustment in the CM's Contract Sum or an extension of the Contract Time that are consistent with the intent of the Contract Documents. Such changes shall be effected by written order issued by Architect to CM with a copy to Developer. Architect shall provide drawings, specifications and other documentation and supporting data in connection with Change Orders and Construction Change Directives.

3.7.14 Punch List Administration. Architect, assisted by CM, shall conduct inspections to determine the date or dates of Substantial Completion and the date of Final Completion. Architect shall review and, as necessary, supplement, the Punch List initially prepared by CM. Upon determining that the Work, or designated portion thereof is Substantially Complete, Architect shall prepare and submit a Certificate of Substantial Completion. Warranties and similar submittals required by the Contract Documents that have been received



from CM shall be reviewed by Architect and forwarded to Developer. Architect shall issue a Final Certificate for Payment based upon Architect's final inspection indicating that, to the best of Architect's knowledge, information and belief, the Work complies with the Contract Documents. Architect shall cooperate with Developer and CM to develop a process for performing and administering Punch List reviews and CM shall communicate this process to appropriate parties involved in the construction of the Project.

3.7.15 Contractor Performance. Architect shall assist Developer and Program Manager in interpreting and providing recommendations concerning performance of CM as contractor under the requirements of the Contract Documents upon written request of Developer. Architect's response to such requests shall be made within ten (10) days unless Architect notifies Developer that a reasonable period of additional time is required, in which event the time period shall be extended for a reasonable period of time as mutually agreed by Architect and Developer.

3.7.16 Interpretations of Architect. Interpretations of Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.

3.7.17 Claims Administration – Assist Developer. Architect shall assist Developer regarding claims, disputes or other matters in question relating to the execution or progress of the Work as provided in the Contract Documents.

3.7.18 Claims Administration – Written Recommendations. Architect shall render written recommendations within a reasonable time, not to exceed fourteen (14) days on all claims, disputes or other matters in question relating to the execution or progress of the Work as provided in the Contract Documents.

3.7.19 Start up and Operations. Architect shall meet with Developer promptly prior to Substantial Completion of the Project to review issues relating to facility start up and operations. The City and CCR, and their designated third party facility operator (if any), shall be permitted to attend start-up and operational tests for various pieces of equipment within the Project. Architect shall give at least seven (7) days' notice to Developer, the City and CCR of any such equipment start-up, testing or commissioning.

3.7.20 Project Inspection of Performance. Architect shall review and inspect the Project and the Project's performance for any deficiencies at intervals of six (6) months and eleven (11) months from the date of Substantial Completion of each element of the Project. Architect will provide a written report to Developer within ten (10) days of the completion of such reviews and inspections. Architect shall advise Developer of any deficiencies observed during the performance of such reviews.

3.7.21 Record Drawings; Access to Files. Architect shall provide Developer with a set of reproducible record drawings and electronic drawing files showing significant changes in the Work made during construction based on marked up prints, drawings and other data furnished by CM to Architect and revisions and updated information produced by Architect and Architect's Consultants during the Construction Document and Construction Phases to previously issued Construction Documents. Developer shall have reasonable access to the files of Architect relating to the Project. Within forty-five (45) days of Final Completion of the Events Center, Architect shall provide Developer and CCR, respectively, one original printed set and a disk of the record drawings or "as-built" drawings showing changes made to the Construction Documents to reflect the as-built conditions of the Project.



3.7.22 Developer's Right of Approval of Architect's Work. Developer shall have the right to disapprove any portion of Architect's work on the Project, including work performed during the Schematic Phase, Design Development Phase, Construction Documents Phase, Bidding or Negotiation Phase or Construction Phase and any other, design work or documents, on any reasonable basis, including aesthetics, or because in Developer's reasonable opinion, the Construction Cost of such design is likely to render such Work or the Project not feasible. In the event that any Phase of Architect's work is not approved by Developer, Architect shall proceed, when requested by Developer, with revisions to the design work or documents prepared for that Phase to attempt to resolve Developer's objections; subject to Section 4.3, such revisions will be made without adjustments to the compensation provided for hereunder, unless revisions are made to drawings previously approved under previous Phases, in which case such revision services shall be paid as an Additional Service. In the event there are significant revisions to the original Project after the approval of Schematic Documents, which changes significantly increase the scope of design services to be furnished hereunder, Architect shall so notify Developer in writing and receive approval from Developer, before proceeding with revisions necessitated by such changes. No payment, of any nature whatsoever, will be made to Architect, for additional work or services, without such written approval by Developer.

4.0 ADDITIONAL SERVICES

4.1 ADDITIONAL SERVICES - GENERALLY. The services described in this Article 4 are not included in Basic Services, unless identified in other provisions of this Agreement, and are defined as "Additional Services" that, upon the prior written approval of Developer, shall be paid for in addition to the compensation for Basic Services. Unless Developer approves in writing any services described in this Article 4 prior to Architect undertaking such services, the provision of such services shall be deemed part of Basic Services.

4.1.1 Unless Developer directs otherwise, Architect shall perform all Additional Services at the rates stated in Exhibit I, Architect's Billing Rates, plus its Reimbursable Expenses incurred in providing such Additional Services. If such Services are provided by Architect's Consultants, Architect shall be reimbursed at the cost charged by such Architect's Consultants (so long as it is first approved in writing by Developer). Developer and Architect may agree on a fixed or maximum fee for any item of Additional Services.

4.1.2 Architect shall perform all Additional Services Developer requests in writing. If any dispute arises between Architect and Developer concerning the maximum fee for, or other issue concerning, such Additional Services, Architect shall, nevertheless, diligently and timely perform such services, and the disputed issue shall be resolved pursuant to Article 8.

4.2 NBA AND LEGAL REQUIREMENT CHANGES. Making substantial or numerous revisions in drawings, specifications or other documents after the preparation of the GMP Documents, but only when such revisions are required to address changes occurring in the NBA Documents and NBA Requirements or AFL Standards or in Applicable Laws that were not reasonably anticipated by Architect at the time of preparation of the GMP Documents. Developer shall advise Architect of any changes in applicable NBA Documents, AFL Standards, or Legal Requirements impacting the Project that Developer becomes aware of.

4.3 REVISIONS TO DRAWINGS AND SPECIFICATIONS. Making substantial or numerous revisions in drawings, specifications or other documents after the conclusion of the establishment of the Construction Budget only when such revisions are:



4.3.1 Inconsistent with approvals or instructions previously given by Developer; or

4.3.2 Required by the enactment or revision of codes, laws or regulations subsequent to the issuance of Construction Documents; or

4.3.3 Due to changes required as a result of Developer's failure to render decisions in a timely manner.

4.4 SIGNIFICANT CHANGES IN THE PROJECT. After establishment of the Program Statement and approved Schematic Design Documents, providing Additional Services due to significant changes in the Project not originally contemplated in Program Statement or set forth in the Design Documents, including material changes in size, quality, complexity of the Project, material changes in the Construction Schedule, or the method of bidding and contracting for construction. Architect and Developer acknowledge and agree that significant changes in the Project, as used herein, shall not include those items or components of the Project that (a) were included in Program Statement or the Design Documents as part of the Project, (b) are eliminated, modified or deferred in the Construction Budget as part of the VE Program following the issuance of the applicable Design Documents, (c) are subsequently included within the Project or Construction Budget, and (d) have been included as a additive alternate in the Design Documents to facilitate the maximization of the facility construction scope of work.

4.4.1 Substitutions. Providing services in connection with substitutions proposed by CM only when such substitutions, based on information submitted by Architect, require, in Developer's reasonable opinion, substantial revisions to the Construction Documents and other documentation resulting therefrom, unless such substitutions are due to Architects failure to perform the Basic Services.

4.4.2 Replacement of Damaged Work. Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work.

4.4.3 Termination of CM. Providing services made necessary by the termination or default of CM or by defects or deficiencies in the Work of CM.

4.4.4 Excessive Claims Evaluations. Providing services in evaluating an excessive number of claims (as determined mutually by Developer and Architect) submitted by CM in connection with the Work, provided that the claims are not the result of the errors or omissions of Architect.

4.4.5 Responsibility for Acts or Omissions. Notwithstanding anything contained herein to the contrary, to the extent architectural or engineering services are made necessary by an act or omission of Architect in the performance of its duties, responsibilities or obligations under this Agreement, Architect shall not be entitled to compensation to such extent as an Additional Service under this Agreement.

4.4.6 Additional Consultant Services. Providing services of consultants identified in Exhibit F for other than architectural, structural, mechanical, electrical, plumbing, technical engineering, food service design, sound system design, broadcast technology, codes, ADA accessibility, surveying, landscape, graphic and signage portions of the Project provided as a part of Basic Services, as further described in Exhibit M.

5.0 DEVELOPER'S RESPONSIBILITIES

5.1 DEVELOPER PROGRAM DEVELOPMENT. Developer shall, with the assistance of Program Manager, provide Architect with Developer's objectives, schedule, constraints, and other information necessary for Architect's preparation of the Program Statement.



5.2 OVERALL BUDGET. Developer acknowledges that Program Manager, with the assistance of Developer and Architect, shall establish and update an overall budget for the Project which shall include the Construction Cost, soft costs, Developer's other costs and reasonable contingencies. The overall budget for the Project is approximately Three Hundred Eighty Million Dollars ($380,000,000).

5.3 PROGRAM MANAGER. Developer will retain a Program Manager to provide project management services pursuant to a separate agreement. Developer or such authorized representatives shall render decisions in a timely manner pertaining to information, observations or requests submitted by Architect in writing in order to avoid unreasonable delay in the orderly and sequential progress of Architect's services. It shall be Architect's responsibility to timely advise Developer of all time requirements and restraints with respect to such approvals and decisions. Developer may change Program Manager by written notice to Architect within five (5) days of such change. Program Manager is not responsible for design or construction management, and none of the activities of Program Manager supplants or conflicts with any services or responsibilities customarily furnished by Architect or required of CM. All instructions by Developer to Architect relating to services performed by Architect will be issued or made through Developer in writing. All communications and submittals of Architect to Developer shall be issued or made through Developer. Program Manager is empowered to act on behalf of the Developer, except with authority to increase costs. Program Manager shall be copied on all correspondence between the Developer and the Architect.

5.4 SURVEYING SERVICES. Developer shall provide, through the City, to Architect land surveys describing the legal description of the Site.

5.5 ENVIRONMENTAL TESTING. Developer shall cause the City to furnish all necessary tests for Hazardous Materials and other environmental tests, inspections and reports required by law or the Contract Documents.

5.6 GEOTECHNICAL ENGINEERING. Developer shall provide, through the City, to Architect geotechnical engineering, including drilling exploratory test borings, test pits, determinations of soil bearing values, percolation tests, evaluation of environmental reports and other available/existing geotechnical data and historic topographic data (if any) provided by Developer or the City. Geotechnical Engineer retained by the City shall prepare a report of findings and recommendations for foundation design and Site development.

5.7 LEGAL, ACCOUNTING AND INSURANCE COUNSELING. Developer shall furnish all legal, accounting and insurance counseling services as may be necessary to fulfill its obligations with respect to the Project.

5.8 CERTIFICATIONS. To the extent that forms of certificates or certifications have not been agreed upon prior to the execution of this Agreement or attached hereto by way of exhibit, the proposed language of certificates or certifications requested of Architect or Architect's consultants shall be submitted to Architect for review and approval at least ten (10) days prior to the requested or required execution date.

5.9 DEVELOPER FURNISHED INFORMATION; TIMELY APPROVALS. Developer shall furnish the required information and services and shall render approvals and decisions as necessary for the orderly progress of Architect's services.

5.10 REQUIRED/REQUESTED INFORMATION. Notwithstanding anything to the contrary in this Article 5, Developer shall furnish information or services described in this Article 5 only to the extent that such information or service is both reasonably required and actually requested by Architect in order to perform Architect's services under this Agreement.



6.0 CONSTRUCTION COST

6.1 RESPONSIBILITY FOR CONSTRUCTION COST.

6.1.1 Review of Construction Budget; Construction Cost Estimates. Architect, as a design professional familiar with the construction industry and the design and construction of similar events centers, including events centers and NBA arenas, in comparable urban areas, shall assist CM in evaluating the Construction Budget and shall review and accept or take exception to the estimates of Construction Cost prepared by CM during all Project Phases. Architect's review of the Construction Budget and all estimates of Construction Cost prepared by CM will be utilized by Architect in preparing the Design Documents. However, Architect does not warrant the accuracy of the estimates of Construction Cost prepared by CM or represent that bids or negotiated prices will not vary from the Construction Budget proposed, established or approved by Developer; or from the estimates of Construction Cost or other cost estimate or evaluation prepared by CM.

6.1.2 Developer Options During Pre Bidding Phases. Notwithstanding any other provision herein, in the Schematic Design, Design Development, or Construction Documents Phases, if the estimate of Construction Cost prepared by CM exceeds the Construction Budget, then Developer shall have the following options or combinations of options:

6.1.2.1 Request that Architect and CM review, evaluate and recommend options to bring the estimate of Construction Cost within the Construction Budget;

6.1.2.2 Require Architect to modify and revise applicable Design Documents, without additional cost to Developer;

6.1.2.3 Authorize an increase in the Construction Budget; or

6.1.2.4 Terminate this Agreement.

7.0 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS

7.1 INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP OF DESIGN DOCUMENTS. Architect acknowledges that all Design Documents, drawings, models, and samples that Architect or its Consultants prepare in connection with this Agreement shall be joint property of Developer and Architect. In furtherance of the foregoing, Architect hereby unconditionally and irrevocably transfers and assigns to Developer, an exclusive, royalty-free license to the Design Documents, including all patents, copyrights, trademarks, service marks and other intellectual property rights limited to this Project.

7.1.1 Architect agrees that it shall obtain from each Consultant a written consent to transfer such Consultant's intellectual property rights to effectuate the foregoing.

7.1.2 Notwithstanding the foregoing, Architect shall not use any unique or distinctive architectural or aesthetic components or effects of the Project on a different project that, taken independently or in combination, would produce a result that, in part or in whole, is substantially similar in appearance to the Project.

7.1.3 Developer, its Affiliates and assignees, may utilize the Design Documents for marketing the Project or the construction, maintenance, repair, modification or expansion of the Project.



7.1.4 Developer shall not use the Design Documents for other projects unrelated to the Project without appropriate compensation to Architect.

7.1.5 Architect shall not be responsible for any claims or damages that arise out of a use of the Design Documents not authorized herein.

7.1.6 Developer hereby grants Architect a limited license to use Project renderings, sketches, photographs, videotapes, or similar materials for Architect's promotional or marketing materials only. Architect shall obtain Developer's prior written approval for the use of any other materials related to the Project. If Architect's use of such materials is in contravention of this Agreement, then Developer may, in its discretion, revoke the limited license granted herein.

7.1.7 Developer agrees that the Design Documents to be provided by Architect will contain certain standard Architect component design details, which standard component details shall remain the property of Architect. These details are repetitive in nature, not Project-specific, function rather than form-oriented, and were not developed for or identifiable with the Project. Continued use by Architect will not compromise the transfer to Developer of the unique features of the design for this Project and will not result in a compromise of Developer's rights in Design Documents herein.

7.2 OWNERSHIP OF ELECTRONIC CADD ITEMS. Architect and its Consultants' electronic CADD (Computer Assisted Design and Drafting) files, tapes, disks, and similar items remain the property of Developer. Architect will exert its reasonable efforts to provide these electronic items with revisions and updated information produced by Architect during the Construction Document and Construction Phases.

7.2.1 Architect shall also provide all Construction Drawings and Specifications in CADD format to CM and Separate Contractors, for distribution to each Subcontractor and supplier.

7.2.2 Developer understands that the use and conversion of electronic data to an alternate format may not be accomplished without the potential for introduction of anomalies or errors and that changes or modifications by anyone other than Architect may result in adverse consequences that Architect cannot predict or control. Accordingly, Developer agrees that Architect shall not be liable for and hereby waives all claims arising out of or connected with (a) the use, modification or misuse by Developer of such electronic data; or (b) the decline of accuracy or readability of the electronic data due to storage conditions, the passage of time, or otherwise; or (c) any use of said electronic data by any third parties receiving the electronic data from Developer.

8.0 DISPUTE RESOLUTION

8.1 Any claims brought under this Agreement shall be subject to the ADR Procedures contained in Exhibit J attached hereto. Failure of either party to comply with the provisions of the ADR Procedures shall be in contravention of the parties' express intention to implement this alternative means of dispute resolution and shall constitute a waiver by such party of any claim with respect to which it fails to comply with the provisions of the ADR Procedures in any material respect.

8.2 In the event of any dispute arising by or between Developer and Architect, each party shall continue to perform as required under the Contract Documents notwithstanding the existence of such dispute. In the event of such a dispute, Developer shall continue to pay Architect as provided in the Contract Documents, except only such amount as may be disputed.



8.3 In the event of any dispute between Developer and Architect, the prevailing party shall be awarded its reasonable attorneys' fees and costs, in addition to any other damages or other amounts to which it may be entitled.

9.0 TERMINATION, SUSPENSION OR ABANDONMENT

9.1 TERMINATION BY EITHER PARTY. This Agreement may be terminated by either party upon written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination, and such party fails to cure such failure within fourteen (14) days after receipt of such notice. Any notice shall state, in reasonable detail, the nature of the alleged default.

9.2 SUSPENSION. If the Project is suspended by Developer for more than sixty (60) consecutive days, Architect shall be compensated for services performed prior to Architect's receipt of written notice of suspension from Developer. When the Project is resumed, Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of Architect's services. Such expenses shall include only direct costs incurred in shutting down the Project and resumption thereof to the extent such expenses would not have been incurred had the Project not been suspended.

9.3 TERMINATION FOR CONVENIENCE. This Agreement may be terminated by Developer without cause and for its convenience upon not less than ten (10) days' written notice to Architect.

9.4 SUSPENSION FOR FAILURE TO PAY. If Developer fails to make payment that is properly due and payable to Architect for services and expenses, Architect may, upon thirty (30) days' written notice to Developer, suspend performance of services under this Agreement if all undisputed payments are not made within such thirty (30)-day period. If Developer believes that Architect is not entitled to payment for services and expenses, Developer shall provide Architect with a written identification and explanation of any and all contested items in Architect's invoices that form the basis for Developer's position that the invoice is not properly due and payable; in any event, Developer shall make payment on all invoiced items that are not contested by Developer. Unless payment that is properly due and payable is received by Architect within thirty (30) days of the date of Architect's notice, Architect's suspension of services shall take effect without further notice.

9.5 COMPENSATION FOR TERMINATION. In the event of termination not the fault of Architect, Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due, if any, but not for lost or anticipated profits on the portion of the services that were not performed.

9.6 ARCHITECT'S COOPERATION. In the event of any termination under this Article 9, Architect consents to Developer's selection of another architect of Developer's choice to assist Developer in any way in completing the Project. Architect further agrees to cooperate and provide information requested by Developer in connection with the completion of the Project and consents to and authorizes the making of any reasonable changes to the design of the Project by Developer and such other architect as Developer may desire; provided, however, Developer shall waive any claim against Architect arising from any changes made by Developer or such other architect and Developer agrees to defend and hold harmless Architect from all claims, losses, demands and damages, including attorneys fees, against or sustained by Architect arising from such changes to the extent permitted by Applicable Law. In the event of termination under this Article 9, Architect shall promptly deliver to Developer all Design Documents and any other materials, documents, models, reports, Project records, all electronic CADD files, tapes, disks and similar items, provided that Architect shall have received all undisputed payments properly due under this Agreement. Any services provided by Architect that are



requested by Developer after termination shall be fairly compensated by Developer as an Additional Service for the time devoted to the Project by Architect.

10.0 MISCELLANEOUS PROVISIONS

10.1 GOVERNING LAW. Unless otherwise specified, this Agreement shall be governed by the laws of the State of Florida.

10.2 ASSIGNMENT. Developer and Architect, respectively, bind themselves, their successors, assigns and legal representatives to the other party to this Agreement and to the successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Architect shall not assign this Agreement without the written consent of Developer, and Architect shall not unreasonably object to any assignment of the Agreement by Developer. Developer shall be permitted to assign this Agreement, without consent of Architect, to any Affiliate of Developer, any subsequent owner of the Project, any other developer acceptable to the City, or any Lender.

10.3 INTEGRATION CLAUSE. This Agreement represents the entire and integrated agreement between Developer and Architect with respect to the Project and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Developer and Architect.

10.4 NO LIABILITY FOR HAZARDOUS MATERIALS. Unless otherwise provided in this Agreement, Architect and Architect's Consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of Persons to Hazardous Materials. However, Architect shall report to Developer the presence and location of any Hazardous Material that it observes consistent with the Standard of Care.

10.5 CONFLICT OF INTEREST; CONFIDENTIALITY. Architect covenants that no prior or present services Architect or any Consultant provided to third parties conflicts with the interests of Developer in a manner that would adversely affect the Project or its development, except as shall have been expressly disclosed in writing to, and consented by, Developer prior to the execution of this Agreement. Architect shall promptly notify Developer of any potential conflict that may arise during the course of Architect's Services.

10.5.1 Architect acknowledges that certain of Developer's valuable, confidential, and proprietary information may come into Architect's possession. Accordingly, Architect agrees to hold in strictest confidence all information it obtains from or about Developer (whether obtained directly from Developer or through any agent, employee or consultant of Developer), not to use such information other than for the performance of the Services, and to cause any of its employees, consultants or subcontractors to whom such information is transmitted to be bound to the same obligation of confidentiality to which Architect is bound. Architect shall not communicate Developer's information in any form to any third party without Developer's prior written consent. In the event of any violation of this provision, Developer shall be entitled to preliminary and injunctive relief, without the necessity of showing irreparable harm, as well as to an equitable accounting of all profits or benefits arising out of such violation, which remedy shall be in an addition to any other rights or remedies to which Developer may be entitled. The provisions of this Section survive the termination of this Agreement. Confidential information does not include any information that:

10.5.1.1 was at the time of disclosure, or thereafter became, part of the public domain through no act or omission of the recipient;



10.5.1.2 is, in the opinion of the recipient's outside legal counsel, required to be disclosed by law; provided, however, Developer shall be given prior written notification of recipient's intent to so disclose any such proprietary information.

10.6 MONTHLY STATUS REPORTS. It shall be the responsibility of Architect to inform Developer, in a timely and thorough manner, regarding the progress of the planning and design of the Project. To this end, Architect shall furnish Developer with a detailed status report (in form reasonably acceptable to Developer and Architect) and not later than the last day of each month regarding the performance of its obligations as compared to the Design Schedule.

10.7 COORDINATION OF MEETING MINUTES. Architect shall coordinate with CM or Project Manager, at the discretion of Developer, the minutes of all meetings for the Project and confirm the same are provided to Developer within ten (10) days following such meetings through the Construction Documents Phase.

10.8 DEVELOPER APPROVAL AND CONSENT. Whenever provision is made herein or in the Contract Documents for the approval or consent of Developer, or that any matter be to Developer's satisfaction, unless specifically stated to the contrary, such approval or consent shall be made by Developer in its reasonable discretion and determination. Notwithstanding any other provisions herein, Architect's and its Consultants' duties as set forth herein, shall at no time be in any way diminished by reason of any approval by Developer of the Design Documents or any other work product or service, nor shall Architect be released from any liability by reason of such approval by Developer; it being understood that Developer at all times is ultimately relying upon Architect's and its Consultants' skill and knowledge in preparing the Design Documents or any other work product and providing services hereunder.

10.9 RELATIONSHIP OF PARTIES. This Agreement is entered into solely to provide for the design and administration of the Project and to define the rights, obligations and liabilities of the parties hereto. This Agreement, and any document or agreement entered into in connection herewith, shall not be deemed to create any other relationship between Architect and Developer other than as expressly provided herein. Architect acknowledges that Developer is not a partner or joint venturer of Architect and that Architect is not an employee or agent of Developer.

10.10 DISCOUNTS, REBATES AND REFUNDS. All discounts, rebates and refunds obtained with respect to any Reimbursable Expense incurred in connection with Architect's services on the Project shall accrue to Developer.

10.11 ARCHITECT'S REPRESENTATIONS AND WARRANTIES. Architect hereby represents, covenants and warrants to Developer that: (a) Architect is financially solvent and possesses sufficient experience, expertise, licenses, authority, personnel and working capital to complete the services required hereunder; (b) Architect has reviewed the Site and thoroughly familiarized itself with the local conditions under which the services required hereunder are to be performed; and (c) Architect shall correlate its evaluations of same with all of the requirements of this Agreement and the Contract Documents.

10.12 THIRD-PARTY BENEFICIARIES. Architect's contractual relations extend only to Developer and the City. The services under this Agreement are being performed for the benefit of Developer, and no claim against Architect shall accrue to CM, Separate Contractors, Subcontractor, subcontractors, manufacturer, supplier, fabricator or any other third party as the result of this Agreement or the performance or nonperformance of Architect's Services and Responsibilities.



10.13 NEGLIGENT ACTS BY ARCHITECT. Without limiting any other remedy, Architect shall perform, without expense to Developer, such professional services as may be required to correct or remedy any negligent act, error or omission of Architect.

10.14 ADA COMPLIANCE. Architect shall employ its professional expertise consistent with the Standard of Care in connection with the preparation of design, plans, specifications and Contract Documents for the Project in order that all Work shall comply with the applicable provisions of the ADA. Notwithstanding the foregoing, Developer acknowledges and agrees that the ADA is not a detailed building code and that its requirements are general in nature and open to differing interpretations. Architect represents to Developer that Architect has employed its professional expertise consistent with the Standard of Care in interpreting the ADA, and that Architect and its Consultant have followed the Guidelines contained within the ADA in connection with the preparation of the Work. In the event of any conflict between any ADA law, code, rule or regulation, Architect shall advise Developer of such conflict and absent direction from Developer to the contrary, Architect shall follow the most restrictive of these ADA requirements.

10.15 EQUAL OPPORTUNITY. Discrimination in employment is prohibited under Title VII of the Civil Rights Act of 1974. Recognizing its legal as well as social obligations to afford equal opportunities, Architect employs an affirmative action program. It is the declared policy of Architect to afford equal opportunity for employment to individuals without regard to race, religion, color, national origin and ancestry, handicap, medical condition, Veteran status, marital status, sex or age; except where sex or age is a bona fide occupational requirement. Architect's employment and contracting practices shall conform, in good faith, with [add applicable City requirements].

10.16 PRESS RELEASES. Architect will provide Developer with a written description of Architect for inclusion within appropriate press releases covering the Project. If and when appropriate, Developer agrees to provide Architect's description in all press releases and press packets describing the Project.

10.17 SEVERABILITY. Except as expressly provided to the contrary in this Agreement, each section, part, term and provision of this Agreement is severable from each other section, part, term and provision and if, for any reason, any section, part, term or provision of this Agreement is determined by a court or agency having valid jurisdiction in a decision that becomes final and unappealed to which the parties are bound, to be invalid and contrary to, or in conflict with, any Applicable Law or regulation, the determination that the section, part, term, or provision is invalid will not impair the operation of, or have any other affect on, the other portions, sections, parts, terms and provisions of this Agreement as may remain otherwise enforceable, and all of the remaining sections, parts, terms, and provisions of this Agreement will continue to be given full force and effect and be binding. Any sections, parts, terms or provisions so determined to be invalid and contrary to, or in conflict with, any Applicable Law or regulation will be severed from this Agreement without any further action of Architect or Developer to amend this Agreement. It is the intention of Architect and Developer that if any provision of this Agreement is susceptible to two or more constructions, one of which would render the provision enforceable and the other or others of which would render the provision unenforceable, then the provision shall have the meaning which renders it enforceable.

10.18 MULTIPLE COUNTERPARTS; FAXES. This Agreement may be executed in counterparts. It is not necessary that the signature on behalf of each party appear on each counterpart copy, so long as each party executes the Agreement. All counterparts of this Agreement collectively constitute a single agreement. Developer is authorized to combine each party's execution sheets into a single document. A facsimile-transmitted signature of this Agreement or any document, instrument or agreement hereinafter executed or given in connection with this Agreement shall be considered valid and binding upon the parties as if an original.



10.19 REFERENCES TO DOCUMENTS; INCONSISTENCIES. All references in this Agreement to any document, instrument or agreement will be treated as being references to the particular document, instrument or agreement as the document, instrument or agreement may, from time to time, be modified, amended, renewed, restated, consolidated, extended or replaced. All references in any document, instrument or agreement to this Agreement will be treated as being references to this Agreement as this Agreement may, from time to time, be modified, amended, renewed, restated, consolidated, extended or replaced. The parties have reviewed all other documents, instruments and agreements incorporated herein by reference and are not aware of any inconsistencies, conflicts or ambiguities between this Agreement and any other document, instrument or agreement incorporated herein by reference. However, in the event there are any inconsistencies, conflicts or ambiguities between the terms and provisions of this Agreement and the terms and provisions of any other document, agreement or instrument incorporated herein by reference, the terms and provisions of this Agreement shall control in all respects.

10.20 INDEPENDENT CONTRACTOR. Architect agrees that in the performance of its Services under this Agreement, Architect shall act as an independent contractor, and all of its agents, employees and Consultants/professionals shall be subject solely to the control, supervision and authority of Architect.

10.21 TIME OF ESSENCE. Architect and Developer acknowledge that Substantial Completion of the Project is scheduled for September 1, 2010. Architect and Developer agree, therefore, that time is of the essence with respect to this Agreement.

10.22 HEADINGS. The headings and titles to the Articles in this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

10.23 NOTICES. All notices provided for in this Agreement, including, notices of default hereunder and termination of this Agreement, shall be in writing and shall be deemed to have been properly given (a) upon receipt if delivered in Person or by a nationally recognized overnight courier service or sent by electronic facsimile with receipt confirmed (provided a copy is sent the same day by either overnight courier or certified mail) or (b) as of the third business day after being sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Developer: Events Center Development, LLC Attn: Developer’s Representative Charles Y. Freeman 8701 Maitland Summit Boulevard Orlando, FL 32810 Phone: (407) 916-2723 Fax: (407) 916-2792 Email: [email protected]

With copies to: Phone: Fax: Email:

If to Architect: Phone:



Fax: Email:

With copies to: Phone: Fax: Email:

Or such other address as may be furnished in writing by either party to the other. Either party may change its address for the purpose of receiving notices under this Agreement by written notice to the other party in the manner set forth above.

10.24 SURVIVAL OF REPRESENTATION AND WARRANTIES. The representations, warranties and indemnifications set forth in this Agreement and the Exhibits, Schedules and other attachments hereto, and in any document, instrument or agreement executed or given in connection herewith, which by their terms are applicable after the term of this Agreement, will survive the expiration or termination of this Agreement.

10.25 DRAFTING OF THIS AGREEMENT. This Agreement shall be deemed to be drafted by both parties hereto, and no one party shall benefit from any claimed ambiguity in this Agreement based on a theory that the other party drafted this Agreement.

10.26 CALCULATION OF TIME. Unless otherwise stated, all references to “day” or “days” shall mean calendar days.

11.0 PAYMENTS TO ARCHITECT

11.1 HOURLY RATES. Where payment is stipulated as being at the standard hourly rates of Architect it shall mean the rates set forth in Exhibit I attached hereto.

11.1.1 Living Wage. Architect and its Consultants (first tier only), shall pay to all of their employees providing Services pursuant to this Agreement a Living Wage for the time spent providing such Services. This requirement does not include general administrative personnel unless they are assigned to the Project. “Living Wage” means compensation for employment of not less than $8.50 per hour for straight time, exclusive of FICA, unemployment taxes, and workers compensation insurance and employee benefits. Architect shall provide Developer with necessary payroll documentation to confirm compliance with this requirement. Developer may audit (at Architect’s place of business) Architect's payroll records to determine if Architect has complied with this Living Wage requirement. Failure to comply with the Living Wage requirement may result in termination of this Agreement.

11.2 REIMBURSABLE EXPENSES.

11.2.1 Definition. Reimbursable Expenses shall be consistent with the Reimbursable Expense Budget attached hereto as Exhibit G, and shall include the following:

11.2.1.1 Reproduction and copying costs;

11.2.1.2 Transportation expenses incurred consistent with Architect’s corporate Travel Policy in connection with travel to and from the Project for travel by Architect whose office is outside of a radius of fifty (50) miles from the Project at the direct cost of transportation expense incurred when traveling by common carrier (airfare: coach class only) 3-day advanced purchase, unless approved otherwise by the Developer;



11.2.1.3 Transportation expenses incurred consistent with the Travel Policy at the request of Developer, other than travel to and from the Project, in connection with out-of-town travel (out-of-town travel being deemed as one-way travel in excess of fifty (50) miles) at the direct cost of transportation expense incurred when traveling by common carrier (airfare: coach class only) 3-day advanced purchase, unless approved otherwise by the Developer;

11.2.1.4 Reasonable living expenses incurred consistent with the Travel Policy and the Reimbursable Budget, in connection with out-of-town travel, subject to the following limitations (which limitations shall not be exceeded absent unusual or extraordinary circumstances):

.1 Meals per Person: Breakfast $7.50 + 15% gratuity and taxes Lunch $15.00 + 15% gratuity and taxes Dinner $25.00 + 15% gratuity and taxes (Alcohol not reimbursable)

.2 Lodging per Person: $109 per night + taxes

11.2.1.5 All other reasonable expenses typically involved in the job-site office to be occupied by Architect, Architect's Consultants and the Contracts Administration personnel as approved, in advance, in writing by Developer. Developer will provide a reasonable amount of private space for Architect in a jobsite construction trailer provided at no cost to Architect.

11.2.1.6 Architect shall review alternative travel and lodging arrangements that may include possible additional discounts through Developer or the City with respect to travel and lodging. Architect shall also consider short and long term lease arrangements for its personnel as an alternative to overnight lodging. Architect shall advise Developer, prior to the start of Construction Administration Services, the results of its review and provide recommendations accordingly.

11.2.2 Developer-Approval of Reimbursable Expenses. For the items of Reimbursable Expense that require Developer's prior written approval, as expressly provided above, Architect shall: (a) provide prior written notice to Developer detailing the basis for the Reimbursable Expense; and (b) Developer must approve payment of the Reimbursable Expense, in advance in writing. Failure of Architect to provide prior written notice-or to obtain Developer's prior written approval shall constitute a waiver of any claim by Architect to recover Reimbursable Expenses for such items.

11.3 PAYMENT ON ACCOUNT OF BASIC SERVICES.

11.3.1 Initial Payment. An initial payment as set forth in Section 12.1 has been made.

11.3.2 Subsequent Payments. Subsequent payments for Basic Services are to be made monthly and, where applicable, shall be in proportion to services performed within each Phase, on the basis set forth in Exhibit H, Payment Schedule of Values.

11.3.3 Compensation Adjustment. If the time initially established in Section 12.5.1 is exceeded or extended through no fault of Architect, Architect's compensation



shall be equitably adjusted for any additional services required as a result of such time being extended.

11.3.4 Compensation Prior to Execution of Agreement. Compensation for services rendered by Architect and Architect's Consultants prior to the execution of this Agreement shall be credited as payment for Services rendered under this Agreement.

11.4 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES.

11.4.1 Payment for Additional/Reimbursable Expenses. Payments on account of Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation and approval of Architect's statement of Services rendered or expenses incurred and in accordance with the Reimbursable Expense Budget, as set forth in Exhibit G. There shall be no markup on Reimbursable Expenses.

11.4.2 Monthly Statement of Additional/Reimbursable Expenses. Architect shall present each month a statement of Additional Services rendered and Reimbursable Expenses incurred for the preceding month. Architect expressly waives any right to payment for any Additional Services rendered if such services have not been approved in advance in writing by Developer. If Architect does not give written notice of its claim that Additional Services as defined in Article 4 of this Agreement have been performed within thirty (30) days of rendering such services and, if such services are not billed as Additional Services within sixty (60) days following their rendition.

11.5 ARCHITECT'S ACCOUNTING RECORDS.

11.5.1 Accounting Records. Records of Architect and Architect's Consultants' Reimbursable Expenses and hours for all those services performed on an hourly basis on this Project shall be kept in accordance with generally accepted accounting principles, which principles shall be consistently applied. The foregoing records shall be available to Developer or its authorized representatives for inspection and copying upon reasonable notice and during regular business hours during the term of this Agreement and for seven (7) years after the date of the Final Completion of the Project.

11.5.1.1 Developer or Developer's authorized representatives shall have the right to conduct audits or reviews of Architect's and Architect's Consultants accounting and financial records for work performed on an hourly basis and invoices tendered for services or Reimbursable Expenses on the Project. Such audits or reviews may require inspection and copying from time to time and at reasonable times and places of information, materials and data, including records, books, papers, documents, subscriptions, recordings, agreement, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, reports, drawings, receipts, vouchers, memoranda and all other agreements, sources of information and matters related to the Project.

11.5.1.2 Records subject to audit and review shall also include those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Agreement.

11.5.1.3 Such audits or reviews shall be at Developer's expense and at a mutually agreeable time and place.



11.6 LIEN WAIVERS.

11.6.1 Lien Waivers. Architect shall, upon issuance of payment by Developer, discharge any lien filed by it or its Consultants for labor performed or materials or services furnished in connection with the Services.

12.0 BASIS OF COMPENSATION Developer shall compensate Architect as follows:

12.1 INITIAL PAYMENT. Architect acknowledges payment of __________________ Dollars ($_________________) through the Effective Date of this Agreement for services rendered pursuant to this Agreement, which sum shall be credited and applied to reduce the stipulated sum set forth in Section 12.2.1.

12.2 BASIC COMPENSATION.

12.2.1 Basic Services. For Basic Services, including the services of the Consultants set forth in Exhibit F, compensation shall be computed as follows: A stipulated sum of ____________________ Dollars ($_____________) plus Reimbursable Expenses incurred consistent with Sections 11.2 and 12.4. Attached as Exhibit H hereto is Payment Schedule of Values that assigns values to all intermediate and final deliverables and designed-related construction activities, including, construction administration services and post-construction services. Architect will requisition only for the value of that part of each deliverable that has been earned as of the end of Architect's billing cycle, which values may, at Developer's option, be verified by means of an examination of the progress of the Work that has been declared by Architect to have been earned.

12.2.2 Stipulated Sum. Progress payments for Basic Services in each Phase shall not exceed the cumulative limits set forth below. The progress payments will be made in accordance with the Payment Schedule of Values contained in Exhibit H:

12.2.2.1 Programming/Conceptual Design 05% 12.2.2.2 Schematic Design Phase: 10% 12.2.2.3 Design Development Phase: 25% 12.2.2.4 Construction Document Phase: 40% 12.2.2.5 Bidding Phase: 05% 12.2.2.6 Construction Administration Phase: 15%

12.3 COMPENSATION FOR ADDITIONAL SERVICES.

12.3.1 Additional Architect's Services. For Additional Services of Architect, as described in Article 4, but excluding services of consultants, compensation shall be computed as follows:

12.3.1.1 Architect's compensation shall be based on the negotiated sum for each such Additional Service provided by Architect, approved in advance, in writing by Developer.

12.3.1.2 In the event Developer and Architect do not agree as to the negotiated sum for such Additional Service, Architect shall perform such Additional Service computed on the basis of Architect's hours actually expended times Architect's standard hourly rates for Architect's personnel performing the Additional Service, which rates are contained in Exhibit I attached hereto.

12.3.2 Additional Consultant Services. For Additional Services of Consultants, compensation shall be equal to the amounts billed to Architect for such



services, provided such Additional Services and the compensation therefore were approved, in advance, in writing by Developer.

12.4 REIMBURSABLE EXPENSES.

12.4.1 Reimbursable Expense Budget. For Reimbursable Expenses, Architect shall be paid for such expenses actually incurred by Architect, and Architect's employees and Consultants in the interest of the Project. Architect has prepared a Reimbursable Expense Budget, which budget is attached hereto as Exhibit G. Architect shall, on a quarterly basis, review with Developer, the Reimbursable Expenses incurred as of such date. Architect shall advise Developer in writing if the remaining balance in the Reimbursable Expense Budget at each such interval is not sufficient to complete the Project and advise of any action necessary in order to reduce, control or modify the amount of future Reimbursable Expenses to remain within such budget. Developer shall not be obligated to pay for any Reimbursable Expenses incurred in excess of the Reimbursable Expense Budget. Any increases in the Reimbursable Expense Budget shall be subject to Developer's prior written approval.

12.5 ADDITIONAL PROVISIONS.

12.5.1 Extension of Architect's Services. If the Basic Services have not been completed by one hundred twenty (120) days after Substantial Completion of the Project (except for the post-occupancy reviews required under this Agreement) through no fault, act or omission of Architect, an extension of Architect's services beyond that time shall be compensated as provided in Section 12.3.

12.5.2 Payment Schedule. Payments are due and payable within forty-five (45) days from the date of Architect's invoice. Amounts unpaid sixty (60) days after the invoice date shall bear interest, until paid in full, at the lower of the following interest rates (a) the prime rate of interest reported by The Wall Street Journal (or if more than one such rate is reported, by the average of such rates) on the next business day after the date interest begins to accrue, or (b) the maximum rate of interest permitted to be charged by Applicable Laws.

13.0 INSURANCE AND INDEMNIFICATION

13.1 INSURANCE.

13.1.1 Architect's Insurance. Architect shall procure and maintain, at its own cost, with companies authorized to do business in Florida and otherwise acceptable to Developer, all necessary insurance outlined herein for coverages at not less than the prescribed minimum liability limits for claims caused or contributed to by Architect. The insurance coverages and liability limits to be provided by Architect shall be as follows:

13.1.1.1 Automobile Liability Insurance. Architect will maintain Primary Automobile Liability Insurance, covering all owned, non-owned, hired, leased or borrowed vehicles. Such insurance shall have limits of not less than $1,000,000 each occurrence and $2,000,000 annual aggregate.

13.1.1.2 Workers' Compensation Insurance. Architect will maintain workers' compensation and employers' liability insurance covering its operations in not less than the following limits: Workers' Compensation- as required by applicable state and federal statutes; Employers' Liability- $1,000,000 Bodily Injury each Accident;



$1,000,000; Bodily Injury by Disease for Each Employee; and $1,000,000 Bodily Injury Disease Aggregate.

13.1.1.3 Commercial General Liability Insurance. Architect will maintain commercial general liability insurance covering all operations by or on behalf of Architect on an occurrence basis against claims for Personal injury (including bodily injury and death) and property damage (including loss of use). Such insurance shall have not less than the following limits: $1,000,000 Each Occurrence; $1,000,000 General Aggregate with dedicated limits per project site; and $1,000,000 Products/Completed Operations Aggregate.

.1 Umbrella/Excess Liability Insurance. Architect will maintain umbrella/excess liability insurance on an occurrence basis in excess of the underlying insurance described above which is at least as broad as each area of the underlying policies. Such umbrella/excess insurance shall have a combined single limit and aggregate limit of not less than $5,000,000. The amounts of insurance required above may be satisfied by Architect purchasing coverage for the limits specified or by any combination underlying and umbrella limits so long as the total amount of insurance is not less than the limits specified above when added to the umbrella/excess limit specified herein.

.2 Valuable Papers. Architect will purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records related to this project.

13.1.2 Professional Liability Insurance. Architect shall purchase and maintain insurance to protect against claims arising out of the performance of Architect's services for the Project caused by any errors, omissions or negligent acts for which Architect is legally liable. Such professional liability insurance shall have minimum limits of $20,000,000 per claim/annual aggregate and a per claim deductible not in excess of $500,000.

13.1.2.1 Architect shall keep such insurance in effect for a period of not less than five (5) years after the date of completion of its services for the Project. If such professional liability insurance is written on a claims-made basis, such insurance shall have a retroactive date no later than the date of this Agreement and shall include a supplemental extended reporting period provision. Architect shall cause each of Architect's Consultants providing design or engineering work to maintain separate professional liability insurance to protect against claims arising out of the performance of such consultant's services with minimum limits of $5,000,000.

13.1.3 Other Insurance Requirements. The insurance coverages described above shall be placed with insurance companies rated A minus VII or better by the current edition of Best's Key Rating Guide and approved in advance and in writing by Developer. Such insurance companies shall be authorized to do business in the State of Florida and shall incorporate a provision requiring the giving of written notice to Developer at least thirty (30) days prior to the cancellation, non-renewal or material modification of any such policies, as evidenced by return receipt of United States mail. Architect shall submit valid certificates of insurance in form and substance satisfactory to Developer



evidencing the effectiveness of the referenced insurance policies, along with the original copies of the amendatory riders to any such policies. Such certificates shall be delivered to Developer for Developer's approval before Architect commences rendering the Services hereunder. Architect shall also deliver to Developer copies of any insurance policies required under this Agreement within ten (10) days after Developer's request for such policies.

13.1.4 Certificate of Insurance. Architect shall provide Developer and CCR with certificates of insurance, completed by a duly authorized representative evidencing that at least the minimum coverages required here are in effect and specifying that the liability coverages (except professional liability) are written on an occurrence form. The certificates of insurance shall contain a provision that the coverage afforded under the policy or policies will not be canceled, terminated or materially reduced in coverage or limits without thirty (30) days' prior written notice to Events Center Development, LLC, City of Orlando, Program Manager, and Developer’s Risk Management designee.

13.1.4.1 Failure of Developer or its designated representative to demand such a certificate or other evidence of full compliance with these requirements or failure of Developer or its designated representative to identify a deficiency from evidence provided will not be construed as a waiver of Architect's obligation to maintain such insurance.

13.1.4.2 The acceptance of delivery by Developer or its designated representative of any certificate of insurance evidencing the required coverages and limits does not constitute approval or agreement by Developer that the insurance requirements have been met or that the insurance policies shown in the certificates of insurance are in compliance with the requirements.

13.1.4.3 Developer will have the right, but not the obligation, of prohibiting Architect or any Architect's Consultants or professional subcontractors from entering the Project site until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by Developer or the City.

13.1.4.4 If Architect fails to maintain the insurance as set forth here, Developer will have the right but not the obligation, to purchase said insurance at Architect's expense. Alternatively, Architect's failure to maintain the required insurance may result in termination of this contract at Developer's option.

13.1.4.5 If any of the coverages are required to remain in force after final payment, an additional certificate evidencing continuation of such coverages will be submitted with Architect's final invoice.

13.1.5 Policies. All insurance will be provided through companies authorized to do business in the State of Florida and considered acceptable by Developer. Certified copies of all insurance policies required will be provided to Developer within ten (10) days of Developer's written request of those copies.

13.1.6 Insurance Primary. All coverages required of Architect or Architect's Consultants or professional subcontractors will be primary over any insurance or self-insurance program carried by Developer or the City.

13.1.7 No Reduction or Limit of Obligation. By requiring insurance, Developer does not represent that coverage and limits will necessarily be adequate to protect



Architect. Insurance effected or procured by Architect will not reduce or limit Architect's contractual obligation to indemnify and defend Developer for claims or suits which result from or are connected with the performance of this Contract.

13.1.8 Additional Insured. To the extent commercially available at no additional cost, policy or policies providing insurance as required, with the exception of professional liability and workers' compensation, shall defend and include Developer, Program Manager, City or County, and their respective employees and officers, as additional insureds on a primary basis for work performed under or incidental to this contract. The form of the additional insured endorsement will be ISO CG 20 10 11 85 (Form B) or its equivalent. If the additional insured has other insurance applicable to the loss it will be on an excess or contingent basis. The amount of Architect's insurance will not be reduced by evidence of such other insurance.

13.1.9 Duration of Coverage. All required coverages will be maintained without interruption during the entire term of this Agreement.

13.1.10 Retroactive Date and Extended Reporting Period. If any insurance required here it to be issued or renewed on a claims - made form as opposed to the occurrence form, the retroactive date for coverage will be no later than the commencement date of the project and will state that in the event of cancellation or non-renewal, the discovery period for insurance claims (tail coverage) will be at least thirty-six (36) months.

13.1.11 Architect's Consultant Insurance. Architect will cause each Architect's Consultant or professional subcontractor employed by Architect to purchase and maintain insurance of the type specified in this Section 13.1. When requested by Developer, Architect will furnish copies of certificates of insurance evidencing coverage for each Architect's Consultant or professional subcontractor.

13.1.12 Cooperation. Architect and Developer agree to fully cooperate, participate and comply with all reasonable requirements and recommendations of the insurers and insurance brokers issuing or arranging for issuance of policies required here, in all areas of safety, insurance program administration, claim reporting and investigating and audit procedures.

13.2 INDEMNIFICATION.

13.2.1 Indemnity - Generally. To the fullest extent permitted by and in compliance with Applicable Law, Architect shall and does agree to indemnify, protect, defend and hold Developer, the City and the County, Program Manager, and their respective Affiliates harmless from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including attorneys' fees and other costs of defense, that (a) arise out of, are caused by or result from bodily injury or death of any Persons or damage or destruction to tangible property and (b) are caused by any negligent act or omission or intentional misconduct of Architect, anyone directly or indirectly employed by Architect, or anyone who acts on behalf of Architect. In the event any such claim, damage, loss, lien, cause of action, suit, judgment or expense results from the concurrent negligence of Developer and Architect, the duty of Architect to indemnify, defend and hold Developer harmless under this Article shall be limited to the extent of Architect's negligence.

13.2.2 Indemnity - Copyright; Patent. To the fullest extent permitted by and in compliance with Applicable Law, Architect shall and does agree to indemnify,



protect, defend and hold Developer, the City and their respective Affiliates harmless from and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses (including attorneys' fees and other costs of defense), of any nature, kind or description, which result from any claimed infringement of any copyright, patent or other intangible property right by Architect, anyone directly or indirectly employed by Architect or anyone for whose acts Architect may be liable.

13.2.3 Indemnity - Architect's Consultants. Architect shall cause each agreement between it and any of its Consultants to contain an indemnification provision for the benefit of Developer and its officers, employees and agents in the form contained in this Section 13.2.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



This Agreement entered into as of the day and year first written above.

DEVELOPER: ARCHITECT: EVENTS CENTER DEVELOPMENT, LLC By By

Name: Name: Title: Title:






This Addendum Number Two (2) is issued by email on 12-June 2007. Except as modified hereby, the Request for Proposals remains unmodified. Issue #1 Request for Proposals from Design Professionals dated 30-May 2007, subparagraph 5.1: change date of RFP response from 19-June 2007 to 21-June 2007. Issue #2 Request for Proposals from Design Professionals dated 30-May 2007, subparagraph 5.3 to 5.5: replace subparagraphs 5.3 to 5.5 with attached new subparagraphs 5.3 to 5.5. Issue #3 Request for Proposals from Design Professionals dated 30-May 2007, subparagraph 11.2: change date of Design Professional selection from Monday, 25-June 2007 to Friday, 29-June 2007. Additionally, change Competitive Fee Compensation Proposal submittal date from Tuesday, 26-June 2007 to Tuesday 3-July 2007. Issue #4 Request for Proposals from Design Professionals dated 30-May 2007, subparagraph 11.4.2: change date of second ranked firm notification from Monday, 09-July 2007 to Monday, 16-July 2007. Additionally, change Competitive Fee Compensation Proposal submittal date from Tuesday, 10-July 2007 to Tuesday, 17-July 2007.



5.0 DESIGN PROFESSIONAL RFP TIMELINE (REVISED):

.3 DESIGN PROFESSIONAL SELECTION:

.1 Issue Design Professional Request for Proposals Wed 30-May-07

.2 RFP Questions Due From Proposers Fri 08-Jun-07

.3 RFP Pre-Proposal Conference 1:00 p.m. EDST Tue 12-Jun-07

.4 RFP Response Date 3:00 p.m. EDST Thur 21-Jun-07

.5 Design Professional Interviews Day No.1 Times TBD Mon 25-Jun-07

.6 Design Professional Interviews Day No.2 Times TBD Tue 26-Jun-07

.7 Design Professional Selected Fri 29-Jun-07

.8 Design Professional Fee Proposal Due 3:00 p.m. EDST Tue 03-Jul-07

.9 Initial Agreement Negotiations Mon-Wed, 09-11-Jul-07

.10 Design Consultants Pre-Proposal Forum on/about Thur 09-Aug-07

.4 DESIGN MILESTONES: (Dates are Approximate and Subject to Change)

.1 Verification of Program 31-Aug-07

.2 Verification of Conceptual Design 30-Sep-07

.3 Schematic Designs Complete 31-Dec-07

.4 Design Development Complete 30-Apr-08

.5 IGMP Documents Issued 01-Mar-08

.6 “Phased” Bid Packages Issued (to be determined)

.7 GMP Documents Issued 01-Jun-08

.8 Construction Documents Completed 31-Oct-08

.5 CONSTRUCTION MILESTONES: (Dates Subject to Change)

.1 Construction Start 01-Aug-08

.2 Construction Substantially Complete 31-Aug-10

.3 Construction Duration 25 months







This Addendum Number Three (3) is issued by email on 14-June 2007. Except as modified hereby, the Request for Proposals remains unmodified. Issue #1 Excel spreadsheet issued to assist design professionals responding to the Request for Proposals from Design Professionals dated 30-May 2007 with preparation of Community Inclusion Plans/Narratives. Issue #2 Request for Proposals from Design Professionals dated 30-May 2007, subparagraph 9.3.5: replace subparagraph 9.3.5 with below new subparagraph 9.3.5.

9.0 EACH SUBMITTAL MUST INCLUDE:

.3 PROJECT ORGANIZATION:

.5 MBE/WBE: As confirmation that the Design Professional will abide by the MBE/WBE requirement and make good faith efforts to meet the participation goals in Paragraph 4.5, include a narrative indicating how the firm would achieve substantial MBE/WBE participation in the design process. This MBE/WBE narrative should specifically address compliance with the requirements of Chapter 57 of the City of Orlando Code and should include:

i. A graphic table indicating the percentage commitment to City of Orlando certified MBE/WBE Firms, either at the prime consultant level or as a team member to a specific prime consultant

ii. A plan that identifies all design consultants/design opportunities that would be available to MBE/WBE Firms

iii. An indication of the Design Professional Teams’ willingness to commit all or portions of items in 9.3.5.ii to MBE/WBE Firms

iv. Assuming that items identified in 9.3.5.iii are all inclusive of MBE/WBE opportunities, state a minimum percentage commitment the Design Professional Team is willing to make for MBE/WBE Firms.





ADDENDUM NO. 4 ARCHITECTURAL SERVICES FORM OF AGREEMENT EXHIBITS


This Addendum Number Four (4) is issued by email on 15-June 2007. Issue #1 Form of the Architectural Services Agreement Exhibits A - M released for review and comment. The selected Design Professional will be expected to enter expeditiously into an agreement with the Magic Parties. In negotiations, only comments and changes requested to the form of Design Professional Agreement (and Exhibits) that were submitted by the Design Professional in response to the RFP will be considered. The Developer (an affiliate of Orlando Magic, Ltd.) retains all rights to make further revisions to the form of the Architectural Services Agreement (and Exhibits).



Date: 14-Jun-07 Architectural Services Agreement Exhibits - Page: 1

EXHIBITS

Exhibit A – Project Description

Exhibit B – Construction Budget

Exhibit C – Basic Elements of the Project

Exhibit D - Design Schedule

Exhibit E – Detailed Description of GMP Drawings and Specifications

Exhibit F – List of Architect's and Architect's Consultants' Key Personnel

Exhibit G – Reimbursable Expense Budget

Exhibit H – Payment Schedule of Values

Exhibit I – Intentionally Left Blank

Exhibit J – Dispute Resolution Procedures

Exhibit K – MBE/WBE and Local Inclusion Plan

Exhibit L – Project Staffing Plan

Exhibit M – Other Basic Services


Date: 14-Jun-07 Architectural Services Agreement Exhibit: A - Page: 1

EXHIBIT A - PROJECT DESCRIPTION

The Events Center will include (i) capacity of approximately 18,500 seats (including all premium seats), expandable to 20,000 seats, approximately 13,000 seats in a 180 degree configuration and 16,000 seats in a 270 degree configuration, in each case subject to the requirements of the Americans with Disabilities Act and other applicable law; (ii) premium seating initially consisting of suites, loges and club and other premium seats (with the infrastructure to expand and add additional suites, loges and club seats in a single NBA off-season); (iii) amenities and facilities that may include, among other things, retail spaces (both internal and with street access), restaurants, concessions facilities, internal and external message, video and score boards, Team and City administrative offices, broadcast facilities, meeting and club spaces for the Team, locker rooms, signage, maintenance and storage areas, and walkways around the Events Center; (iv) media-related facilities, including production offices, hospitality/meeting rooms, media work areas, a press conference room, and specific parking capabilities for broadcast and media-related trucks; (v) a practice basketball court and related facilities; (vi) ice-making plants and facilities (boards, glass and netting) appropriate for professional ice hockey games, ice shows and competitions; (vii) the Team and NBA visiting team locker rooms, feature talent dressing rooms, officials rooms, and at least two (2) additional auxiliary locker rooms; (viii) an events center reduction curtain system; and (ix) other traditional back of house elements in line with the Quality Events Center Standard, such as multiple loading docks, marshalling and other storage spaces, events center security offices, and engineering spaces. Subject to the Quality Events Center Standard, the Events Center will contain such fixed elements as are reasonably necessary to host arena football, indoor soccer, indoor lacrosse, national events, and touring shows, that are booked at the Comparable Facilities and the FF&E budget shall include such items as are reasonably necessary to host Other Events, including but not limited to: staging, portable seating, spotlights, audio systems, ice making equipment, dasherboards and glass, appropriate flooring systems and crowd control equipment. The basic elements of the Events Center are more fully described on Exhibit "C" hereof.


Date: 14-Jun-07 Architectural Services Agreement Exhibit: B - Page: 1

EXHIBIT B – CONSTRUCTION BUDGET

The parties acknowledge that the total cost (including all hard and soft costs), furniture, fixtures and equipment (including in concessions areas), fees of Program Manager, contractor, construction manager, architect, engineer and other consultants or service providers, general conditions costs, administrative costs and Events Center Project legal costs (which legal costs shall relate solely to construction and development-related matters and shall not include any legal costs associated with representation of the Team or related to this or any other agreement between the parties), for designing, developing and constructing the Events Center, including certain architectural, engineering and similar costs incurred to date to be reimbursed from the Construction Budget, but excluding off-Site Costs and excluding other Excluded Costs, is as defined in Paragraph 5.2.

Developer, in consultation with CCR, will develop a preliminary line item project budget that will not exceed the Budget Cap and that will set forth the budgeted cost of designing, developing, constructing and equipping the Events Center, including reasonable contingencies of at least 10% of all other project costs (as the same may be revised from time to time, the “Construction Budget”). The Construction Budget may be revised from time to time by Developer as the design, development and construction process for the Events Center progresses, subject to the Quality Events Center Standard and Developer’s obligations pursuant to the New Orlando Events Center Agreement dated May 23, 2007 with the City. Developer will provide either the Construction Budget prepared by the Developer and CCR, or a summary version thereof, to Architect, and as revised from time to time. The latest version of the Construction Budget shall be deemed to be the Construction Budget defined herein.

Architect shall work in good faith with Developer to permit the development of the Events Center within the Budget Cap and to cause Substantial Completion to be achieved by the Target Opening Date.


Date: 14-Jun-07 Architectural Services Agreement Exhibit: C - Page: 1

EXHIBIT C – BASIC ELEMENTS OF THE PROJECT

BASIC ELEMENTS OF THE PROJECT: Architect shall work closely with the Project Development Team throughout the process so that the Project meets Developer's requirements within the construction budget. Pursuant to the New Orlando Events Center Agreement dated May 23, 2007, Developer, in coordination with the City has developed the following Basic Elements to be contained within the Project. Program Manager shall notify Developer in writing if it is aware of elements contained within the estimates of construction cost that do not comply with the Project’s Basic Elements requirements. SQUARE FOOTAGE - Total Gross Building Area – minimum 750,000 square feet CONCOURSES

Public Concourse(s) � Width to accommodate anticipated capacity crowds. � Main public concourse, upper public concourse, and mechanical / service / event level concourse Private Concourse(s) � Direct access to private suites and club seating areas Themed Experience / Fan Zone � Fitted out with portable and fixed food service locations � Interactive areas for public use Vertical Circulation � Programmed for access and egress for various levels of the arena � Escalators, stairs, and elevators for patrons, service and kitchen personnel and programmed with

capability to control access to premium seating areas Restroom Facilities � Fixture counts are based on an assumed 50% male and 50% female spectator attendance

distribution � Men’s water closets and urinals: 1:75 ratio for the first 1,500 spectators and 1:120 ratio for the

remainder exceeding 1,500 spectators; no more than 67% can be substituted with urinals � Women’s water closets: 1:40 ratio for the first 1,500 spectators; and 1:60 ratio for the remainder

exceeding 1,500 spectators � Men’s lavatories: 1:200 ratio � Women’s lavatories: 1:150 ratio � Event Level public restrooms to support +1,500 temporary seats for concerts and floor shows � Toilet room equipped with: mirrors with shelves over the lavatories, toilet partitions (with purse

shelves in the women’s rooms), and diaper changing counters � Family / disabled toilet rooms in convenient proximity to disabled seating areas � Janitor’s closets located in proximity to each pair of men’s and women’s restrooms with service

sink Arena Box Office and Lobby � Secure ticket windows with ticket racks, cash drawers, electronic security/surveillance equipment,

office space, reception and counting room � Ticket window ratio: one window per 1,500 spectators, services both game-day ticket purchases

and will-call ticket pick-up First Aid � First Aid room on the main concourse includes: room for a cot, hand sink and lockable cabinets,

unisex toilet room, waiting area � Satellite First Aid room on the Upper Concourse Information Kiosk



� Fit-out with walk-up window, deep countertop for distribution of Assistive Listening Device Program, customer service, lost and found, display of maps and informational brochures

FOOD SERVICE & MERCHANDISING

Concessions � Total points of sale (POS) ratio 1:150 spectators (minimum) � Drink only stands, food court, food stands, temporary stands � Permanent concession stands: front serving counter with overhead coiling door or grille, utility

rough-ins, floor drains, ventilation systems and 3’-6” wide doors for product delivery � Approximately 40% permanent concession stands with cooking capability � Stands equipped with walk-in cooler, bag-in-the-box syrup, racks and CO2 canisters or central

distribution system Retail Spaces � Merchandise stands, temporary stands / kiosks � Team retail store � Merchandise administration space and storage Restaurants / Lounges � Club level restaurant - dining area, main kitchen for restaurant and suites, minimum seating for

200 � Public sports bar at main concourse Hospitality � Club / Loge Lounge Areas - Located at club level, direct access to the club seating and loge box

areas, sized for approximately 500 persons Commissary � Kitchen and commissary storage adjacent to loading dock and service elevator(s) � Commissary administration space, commissary kitchen, dry and cold storage, and food

preparation area Pantries � Banquet servicing pantries, suite pantries, and vendor station

EVENTS CENTER FACILITIES

Entertainment Facilities Dressing Rooms

� Minimum of six (6) feature talent dressing rooms - dedicated for use by performers at entertainment events, complete with costume closets and make-up counters

Green Room � Staging and hospitality area for entertainers and player’s family including unisex toilet room

Press and Production Facilities

Media Support � Hospitality / meeting rooms, media work rooms, media dining / lounge area, press toilets,

writing stations � Interview / Press conference room – includes camera platforms, sound and lighting

capabilities for conducting press conferences Broadcast / Production � Camera platforms, television and radio areas



� Television truck parking area Control Room � Control booth for the sound operator, lighting operator, and scoreboard operator

Team Facilities

Dedicated Home NBA Locker Room � Meets minimum NBA facility standards � Minimum requirements include lounge/meeting room, locker room with 18 - 36” wide x 84”

high lockers, shower room, toilets, drying/grooming area, coaching staff offices and locker room, team equipment room, laundry room, training room and treatment room

Dedicated Home AFL / Hockey Locker Room � Minimum requirements include changing room, locker room with 36” wide x 72” high lockers

and two 42” wide x 72” high lockers, a shower room, toilets, drying/grooming area, coaching staff offices and locker room, team equipment room, multi-purpose room (i.e., skate sharpening / stick work room), training room and treatment room

Visiting NBA Team Locker Room and Visiting Hockey / Arena Football Locker Room - Minimum

(2) � Minimum requirements include lockers, shower room, drying/grooming area, coaching staff

offices and lockers, team equipment room, treatment area, shower room, toilets Additional Locker Rooms � Minimum one (1) additional auxiliary locker room including: 25 - 24” wide x 72” high lockers,

shower room, and drying/grooming area for use by road crews and other show personnel Official’s Locker Rooms � Minimum of two (2) with shower room, toilet room, circulation to court Practice Court � Full basketball practice court, additionally used for banquets and events for minimum 350

persons, press over flow for major events (i.e., NCAA events, NBA playoffs) Weight Room � Weight training area for teams, weight room office with view of training area, and storage

area for equipment

Internal and External Message Boards / Signage

Scoreboard � Center hung scoreboard with full video and scorekeeping capabilities for anticipated sporting

events including: arena football, basketball, hockey, indoor soccer, volleyball and wrestling Continuous LED Ribbon Board - Minimum (1) Integrated Video Message Boards Fixed Signage Graphics � Way finding and informational graphics located throughout events center � Building identification signage

SUPPORT ELEMENTS & SPACES



Event Level

Mechanical and Electrical � Efficient system with back-up systems as required by code and as required to maintain ice

floor Event Floor � Operating Capacity for minimum: hockey, arena football, basketball, indoor soccer, concerts,

and conventions � Ice rink - 85’ x 200’ with ice deck and circus inserts as specified by Ringling Brothers and

Barnum Bailey Circus � Indoor Soccer Field - 85’ x 200’ � Arena football field 85’ x 198’ � Basketball - portable floor 60’ x 112’ � Portable concert stage and event floor barricades � Floor designed to support minimum load of 350 pounds per square foot, with ice making

capabilities Ice Making Plant and Facilities � Storage areas for ice plant equipment: Zamboni machine and equipment, ice paint and other

materials � Boards, glass, and netting appropriate for professional ice hockey games and other ice

shows and competitions � Dehumidification system Event Personnel Space � Staff check in, uniform distribution, and office for operations staff � Minimum of two (2) locker rooms with lockers and toilet/shower facilities for daily staff

members � Break room with tables and chairs for staff � Time card area Arena Operations Space � Conversion manager office, janitors closets, janitors supply room, maintenance office,

maintenance shops, operations manager space, personnel administrative space Security Office / Command center � Security suite located with visual control of the loading dock and staff entry, sized for private

offices, holding rooms, security control room and security command position with view of bowl

� Fire command center located per the direction of the Fire Department, Fire pump room Loading Docks / Staging Area / Storage � Minimum 4 loading docks, one as a dedicated food service dock � Dock designed to unload tractors at truck height vs. floor height � Minimum one drive-through door for vehicular access to the event floor � Drive lane minimum of 14’ wide, by 20’ high. Standard door size will be a minimum 10’ high x

14’ wide. Dock levelers will be provided at two positions, adjacent to stage-end of Event Floor, vomitory access sized at a minimum 20’ wide and 12’ clear height

� Trash compactor and recycling bin available to the food service vendor near loading dock � Marshalling / staging area near docks and floor entry � Service corridor, minimum of 12’ wide � Storage area for chairs and platforms as well as arena football, basketball, hockey and indoor

soccer equipment



Miscellaneous Support Half-House � Venue accommodations for shows and concerts, including rigging, sound systems, and aisle

lighting Roof Structural System � Accessible suspended rigging grid with rigging point locations and capacity to accommodate

a wide variety of show types � Minimum total rigging capacity for shows that shall be not less than 150,000 pounds in both

center stage and end stage configurations � A suspended catwalk system designed to provide access and support for event and show

lighting and sound systems � A material and man-lift hoist shall be provided for catwalk access � Adequate capacity to safely suspend center-hung scoreboard with hoisting equipment � Supports curtaining system: transversely divided bowl from floor to ceiling � Black-Out curtaining for performance events

SEATING

General Seating � Basketball - minimum 18,500 seats with the flexibility to add +/- 1,500 temporary seats � Hockey / Arena Football – minimum 17,000 seats with the flexibility to add +/- 1,500 temporary

seats � End Stage 180 Degree Configuration – minimum 13,000 seats � End Stage 270 Degree Configuration – minimum 16,000 seats

Seating Figures � Minimum sightline clearance of 2-1/4” above the eye level of the spectator in the preceding row.

Sightlines will be directed to a focal point defined by the arena football and hockey dasher-board systems

� Riser heights majority will range between 5” minimum to 24” in facility seating areas � Minimum tread depth 33” � Minimum chair width for fixed general seating 20” except in situations to fill out rows � Retractable and demountable seating capability to enable exhibition floor area expansion and

enhance seating for hockey, basketball and other events Premium Seating � Private Suites – minimum 40 - Standard suite amenities includes: minimum seating for up to 12

persons within the seating bowl, an operable partition for access to the seating from within the suite, drink rail seating for additional persons inside the suite, small serving area with sink, under-counter refrigerator, individually controlled HVAC, CCTV-with house-controlled overrides, suite controlled lighting with house overrides, counter space with power, speakers (PA)

� Club Seats – minimum 500 � Loge Boxes – minimum 20

ADMINISTRATIVE OFFICES Office Space

Facility Management Offices � Space for facility administration with adjacent conference room, copy room, storage room, and

staff toilets Team Administrative Offices � Space for home NBA tenant


Date: 14-Jun-07 Architectural Services Agreement Exhibit: D - Page: 1

EXHIBIT D – DESIGN SCHEDULE

The City and Developer have agreed upon a September 2010 Opening Target for the new Orlando Events Center. The following dates represent the current Targeted Milestone Dates:

.1 DESIGN MILESTONES: (Dates Subject to Change) 1. Verification of Program 31-Aug-07 2. Verification of Conceptual Design 30-Sep-07 3. Schematic Designs Complete 31-Dec-07 4. Design Development Complete 30-Apr-08 5. iGMP Documents Issued 01-Mar-08 6. “Phased” Bid Packages Issued TBD 7. GMP Documents Issued 01-Jun-08 8. Construction Documents Completed 31-Oct-08


Date: 14-Jun-07 Architectural Services Agreement Exhibit: E - Page: 1

EXHIBIT E – DETAILED DESCRIPTION OF GMP DRAWINGS AND SPECIFICATIONS

The level of detail for the GMP Drawings and Specifications will be, at a minimum, complete Design Development Documents that consist of drawings and other documents to fix and describe the size and character of the Project as to architectural, interior architectural, structural, civil, acoustical, audio visual (including video display(s), sound reinforcement, distributed TV signal system, coaches video training system, broadcast cabling, TV production/instant replay studio systems), security, data/telecom, mechanical, plumbing and electrical systems, landscape, signage and graphics, code analysis, food service, vertical transportation, and landscape design. In addition, if the GMP Drawings and Specifications require professional design/engineering services or certifications with respect to any systems, materials or equipment, then Architect shall specify the appropriate performance and design criteria that such services or certifications must satisfy. The following is not an exhaustive list of the GMP Drawings and Specifications, but is intended to demonstrate the subject matter that is to be included in the GMP Drawings and Specifications:

Architect acknowledges that this list may be modified by the CM, and prior to the completion of Design Development Phase, with mutual agreement as to changes between Architect, CM, and Developer.

A. General Conditions/Requirements 1. Building Permit Fees: Per Developer and City Agreement. 2. Utility Impact Fees: Per Developer and City Agreement. 3. Surety Bonds: Per Developer and City Agreement. 4. Design/Consultant Fees: 5. General Conditions Costs:

a) Agreement by the City that various streets can be closed for the construction of the Project, including temporary closures for construction.

6. Mock-Up Requirements: indicate the general requirements for mock-ups of full-size details of components of the Project, such as: a) Private Suite / Suite Windows b) Concessions Stand c) Club (Partial) d) Seating e) Handrails f) Concrete / Floor Finishes g) Curtain Wall h) Masonry i) Signage & Graphics

7. Special Warranty Requirements: (In addition to the contractual period of twenty-four (24) months after Substantial Completion)

8. Contingencies: a) Design b) Construction c) Developer

B. Pre-Site Work (By Developer)

1. Site Surveying Services: a) Furnishing a survey by a Licensed Surveyor, describing the physical characteristics, legal

limitations and utility locations for the Site, including a written legal description of the Site. b) Include, as applicable, grades and lines of streets, alleys, pavements and adjoining property

and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining 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 information shall be referenced to a project benchmark.

c) Deeds, zoning and other legal restrictions.



d) Location of all existing utilities including water, sewer, storm, gas, electrical (both overhead and underground), and telecommunications.

2. Geotechnical Engineering Services: Test borings, test pits, determinations of soil bearing values, percolation tests, ground corrosion and resistively tests, including final subsoil conditions and recommendation for soils consolidation if required.

3. Demolition Requirements: Confirm that all demolition/site clear and grubbing required to deliver a “Construction Ready” site is “By Others”.

4. Hazardous Materials Remediation: Confirm that the Site is clean and free of Hazardous Materials.

5. Utility Relocations/Stub-Outs: Confirm all utility relocations and/or stub-outs of required utilities. 6. Work Hours: Establish any specific limitations on the site for work hours or access due to the

usage of the surrounding properties. C. Sitework – within the Project Boundary

1. Site and Landscape Plan, with Notes describing key design features. a) Drives and Parking Areas b) Existing and Finish Contours c) Retaining Walls and Site Concrete d) Landscape Areas Defined

2. Location of Facility with Designated Floor Elevations 3. New Site Utilities (Reference to existing topographical survey) and a statement of Potential Site

Utility Work Including Point of Connection for: a) Electrical Service and Distribution b) Gas Service and Distribution c) Water Supply and Distribution d) Site Drainage and Retention Systems e) Sanitary Sewer Collection and Disposal f) Storm Water Collection and Disposal g) Fire Systems h) Pollution Control (NIC Architect) i) Central-Plant Mechanical Systems j) Emergency Systems k) Security l) Site Illumination m) Communications Systems (Including Telephone, Cable TV and Internet Services)

4. Special Lighting of Building, Facility, Parking, etc. 5. Other Site Work Issues:

a) Exterior Signage or Marquee Board Requirements b) Artwork Requirements

6. Special Dewatering Requirements (NIC Architect) D. Structural Systems Design/Documentation:

1. Arena Foundation System (Sizes and quantity of footings, piers/piles) a) Surface and Subsurface Conditions (Final Geotechnical Report) (NIC Architect) b) Special Waterproofing Requirements (Recommendations by the Geotechnical Engineer) c) Backfill/Special Soil Requirements (Gravel only backfill for drainage?)

2. Building Frame with all Bay and all Major Components sized so that Steel, Concrete, etc. can be quantified including: a) Arena Roof Framing b) Structural Connections (Column/Footing, Column/Beam, etc.) c) Critical Connections Information - Narrative of Design Intent (Clearances, Architectural Steel

Erection, Slip Critical Connections, Loads, Reactions, Moment Connections, Seal Welding, etc.)

3. Structural Coatings Requirements: a) Fireproofing Requirements for Structural Members (Fireproofing vs. Special Coatings) b) Special Painting/Coatings Requirements



E. Architectural Plans

1. Floor Plans of Each Level/Concourse, with Notes Describing Key Design Features a) Enlarged Plans and Elevations Of Special Areas Where Necessary to clarify design intent b) Expanded Drawings of Special Function Areas such as Suites /Club(To Facilitate Pricing) c) Reflective Ceiling Plans of Unique Levels/Areas/Conditions, showing the Location of the

Various Types of Ceilings and the Location of Standard and Special Light Fixtures, HVAC Registers. Sprinkler Heads shall be Located in Critical Finish Areas. (Suites, Clubs, Owner’s Suite)

d) Roof And Mechanical Penthouse Plan e) Sound Isolation Areas (Does The Fan Room Level Require Isolated Floor System) f) Outlet Plans, Showing the Location of Power, Telephone and Data Communications Outlets

(Special function Areas Only – Suites, Clubs and Owner’s Suite) g) Roof Plan for Multi-Level or Special Conditions

2. Building Sections 3. Study Model(s) or Exterior Model and/or Renderings to Present Design Concept (in accordance

with Architect Agreement). 4. Representative Construction Details:

a) Expansion Joint Details and Location for Expansion Joints or Pour Strips Identified, including Performance Criteria of the Major Building Expansion Joint(s).

b) Key Details Inclusive of all Building Trades: Civil, Structural, Architectural, Mechanical, Electrical, etc.

5. Major Schedules, such as, Preliminary Room Schedules, Equipment (Quantity, Capacity, and Size Criteria), and other Relevant Information necessary to Develop an Accurate GMP Cost Estimate. a) Typical Equipment Layouts in Critical Areas, such as, Typical Concession Stand, Training

Areas, Video Production Control, Kitchen Areas, etc. F. Facility Envelope

1. Building Elevations a) Three-Dimensional/Perspective Sketch(es) (In accordance with Design Architect Agreement) b) All Major Elevations, with indications of anticipated materials (Color Noted Rendering) c) Acceptable Alternates for specified materials (Architectural Precast vs. Cast Stone)

2. Exterior Wall Section, indicating Framing Concept a) Glazing (Fixed and/or Operable)

3. Representative Exterior Wall Details to Communicate Intent 4. Define Seating Bowl Skin (If Required) and Glass/Enclosure 5. Identify Any Special Treatment Areas (Trellis, Steel Details, Special Shapes/Sizes)

G. Finish Trades

1. Location of and any Known Unique Details of Interior Partition Sections/Ceilings and Room Layouts/Finish Schedules. a) Designation of Fire Rated Partitions/Dividers/Ceilings b) Ratings of Typical Shaft Construction

2. Preliminary Finish Schedule and Final Materials Selection (Type, may not include actual manufacturer), as required to define the GMP, indicating: a) Paint, Wall Coverings, Wood Finishes, Carpeting, Floor Coverings, Fabrics and other

Finishes (Final Location Plans are Not Required until CD’s) b) Identify Any Unique or “Special” Treatments (Floor, Wall, Ceilings, etc.)

3. Millwork and Casework Requirements. Quantity, Type, and Quality Exceptions (Representative Profile and Select Details).

4. List of Specialties a) Handrails b) Directional Signage

5. Finish Hardware Allowance 6. Representative Finishes for:



a) Club Level b) Restaurants c) Arena Club d) Team Offices e) Other Areas, such as: Suites, Owner Suite, Administration Offices, Operations Offices, and

Locker Rooms. H. Sports Specialties

1. Seating (Type and Quantity) 2. Athletic Specialties

a) Basketball Floor b) Basketball Goals c) Ice Floor d) Dasher Boards e) Netting Requirements f) Wall Padding g) Playing Equipment, Tarps, Padding, Floor Coverings, etc.

I. Scoreboard Systems

1. Video Board(s) (Size, Quantity and Locations) 2. Matrix Boards (Size, Quantity and Locations)

J. Televisions

1. Quantity of TV Monitors (Size, Format, Quantity and Preliminary Locations) K. Advertising Panels (Size and Quantity)

1. Advertising Copy for Scoreboard (Allowance) 2. Advertising Panels/Copy for Small Ad Panels (Allowance)

L. Graphics (Representative - Sign Types, Elevations, Materials and Location Plans)

1. Building Signage 2. Directional Graphics 3. Signature Graphics (Allowance)

M. Equipment

1. Descriptions/Quantities: Sizes and any Special or Unique Service Requirement for the Equipment.

2. Equipment Locations (If Available) 3. Team Equipment Requirements 4. Special Training Equipment (Whirlpools, Saunas, Swim-Ex’s, etc.) 5. Loading Dock/Trash Equipment (Re-Cycling) 6. Concession Equipment

a) Description of Concession Spaces (Cooking vs. Non-Cooking) b) Quantity of Concession Portables (Services and Power Requirements)

N. Furniture, Furnishings And Equipment Services and Retail Development:

1. Descriptions/Quantities, (Of Equipment Required in the Concessions, Kitchen and Commissary) 2. Locker Room / Furnishings 3. Suite / Club Level Furnishings (The Design Team will develop Recommendations for the Project

Team to Review and Approve). 4. Suite Furnishings (The Design Team will develop Recommendations for the Project Team to

Review and Approve). 5. Team Offices’ Furnishings

O. Fine Arts And Crafts (Allowance)



P. Conveyance Equipment (General Layout) 1. Elevators (Capacity, Speed, Type, Cab Sizes, Finish Allowance, etc.) 2. Escalators (Capacity, Speed, Type, Cab Sizes, Finish Allowance, etc.) 3. Dumb Waiters 4. Dock Levelers (Automatic)

Q. Mechanical Design/Documentation (Design Parameters and Criteria, not details or specific

manufacturer selections) 1. General HVAC Layout and Specifications

a) Each Mechanical Room shall be drawn in a scale sufficient to verify that the intended Equipment can be installed while maintaining required access to all Equipment for maintenance (rooms may be oversized to accommodate final equipment selected by CM).

b) Representative Layouts of components such as VAV Boxes 2. Energy Conservation: Requirements to zone the Building in order to minimize Utility

Consumption based upon Events and Non-Event Days. 3. Source of Heating and Cooling Generation

a) Cooling Generation Equipment, Chillers and Cooling Towers (Size, Type and Locations) b) Heating Generation Equipment (Size, Type and Locations) c) Pumping and Water Treatment Requirements d) Heat Exchangers e) Anticipated “Stand Alone” Systems for Retail, Elevator Machine Rooms, Restaurants, etc. (to

Include all Split Systems, RTUs, and Thru-Wall Units) f) Unit Heaters/Cabinet Unit Heaters (Size, Quantity and Type) g) Fuel Source, Fuel Storage Tanks, Fuel Distribution Systems h) Radiant Heating Systems – If Required (Fin Tube, etc.)

4. Chilled and Hot Water Distribution a) Size, location and type for main chilled and hot water piping loops b) Piping insulation requirements

5. Air Distribution a) Heating and Ventilating Systems Description/Type of Equipment b) Air Supply Units Showing CFM (for AHUs, VAVs and FCUs) c) Smoke Control and Evacuation System Requirements

6. Exhaust Systems, including Design and Testing Criteria a) Smoke Control and Evacuation Systems b) Grease Exhaust Systems c) General Exhaust Systems (Including Toilet and General) d) Vehicle Exhaust Systems e) Special Exhaust Systems (Laundry, Locker Room, Dishwasher) f) Flue Systems (for Boilers, Water Heaters) g) Kitchen Exhaust Scrubbers (if required)

7. Special Mechanical System Requirements Including Design and Testing Criteria a) Sound and Vibration Control (for Equipment Isolation) b) Sound Attenuation (for Sound Transmission through Ductwork, etc.) c) Special Kitchen Requirements d) Concessions Exhaust Ductwork e) Special Exhaust Systems

8. Building Automation Controls System Requirements, to monitor and control the Operations of all aspects of the Arena. a) Interface of BMS to Lighting Control, Power Monitoring, etc (if required) b) CO/CO2 Monitoring

9. Other Considerations a) Exposed Visual Impacts b) Required Access, Chases and Clearances c) Emergency Generator Exhaust and Intake Ductwork (If Generator is located in interior space) d) Seismic Requirements

10. Test and Balance Criteria



a) Any Requirement for Independent Testing

R. Plumbing Design/Documentation (Design Parameters and Criteria, Not Details or specific manufacturer selections) 1. General Piping Layout and Specifications 2. Energy Source(s), Including Gas, Electric, Solar, Steam, etc. Requirements to zone the Building

in order to minimize Utility Consumption based upon Events and Non-Event Days. 3. Plumbing Systems Description

a) Sizes and General Locations for Domestic Water Surge/Storage Tanks, Softener, Booster Pumps, Main Water Heaters, Hot Water Storage Tanks, Hot Water Circulation Pumps, Remote Water Heaters, etc.

b) Sizes and Locations of Main Cold Water and Hot Water Distribution Piping Loops. c) Piping Insulation Requirements d) Hot Water Heat Maintenance Cabling (if required) e) Plumbing Fixtures: Toilets, Urinals, Lavatories, Sinks, Drinking Fountains, Hydrants, Shower

Heads, Shower Enclosures (Indicating Fixture Counts, Type and Locations) 4. Storm System

a) Roof Drainage Layout b) Concourse Topping Slab Drains Typical Location and Drain Body Specification c) Seating Riser Drainage Details d) Terrace and/or Exposed Balcony Drains e) Interior Manholes, Main Discharge Piping to Utility Connections f) Storm Water Ejector Requirements (if required) g) Oil / Water Separator for Loading Dock, etc. h) Trench Drain Locations

5. Sewer a) Floor Drains b) Floor Sinks c) Interior Manholes, Main Discharge Piping to Utility Connections d) Sewage Ejector Requirements (if required) e) Grease Traps (for both Main and Undersink) f) Trap Primer Requirements

6. Gas Requirements a) Size and Location of Main Gas Piping Loop b) Description of Gas Booster System (if required) c) Number and Location of Concessions Requiring Gas Cooking

7. Special Plumbing System Requirements a) Beverage Conduit System

8. Other Considerations a) Exposed Visual Impacts b) Seismic Requirements c) Acoustical and Vibration Control d) Required Access, Chases and Clearances

S. Fire Protection Design/Documentation (Design Parameters and Criteria, Not Details or specific

manufacturer selections) 1. Size/Metering Requirements of Fire Water Supply Line 2. Fire Protection Systems Description

a) Designation of Areas to be Sprinkled b) Size and location of Fire Pump c) Type of Sprinkler Heads (Recessed, Pendant, etc.) d) Description of Stand Pipe System

3. Special Fire Protection Systems a) Pre-action Systems b) FM-200 Systems c) Trash Chutes, etc.)



4. Other Considerations a) Exposed Visual Impacts b) Seismic Requirements c) Required Access, Chases and Clearances

T. Electrical Design/Documentation (Design parameters and criteria, not details or specific

manufacturer selections) 1. Power Service and Distribution

a) Sources for Normal and Emergency Power (Drawing Showing Power “Riser” and/or “One-Line” Diagram)

b) Basic Equipment Requirements c) Metering Criteria d) Main Service Transformer Responsibility

2. Convenience Power Requirements a) Approximate Receptacle Density b) Description of Devices

3. Lighting Requirements a) Lighting Fixture Schedule b) Sports Lighting Fixture Layout c) Interior Lighting Layout for High Finish Areas (Clubs, Suites. etc.) d) Site Lighting Requirements e) Façade Lighting Requirements

4. Lighting Control System Description 5. Food Service Requirements

a) Electrical Requirements per Food Service Equipment Schedule b) Portable Concession Stand Requirements (Quantity and Size)

6. Telephone Systems a) Conduit/Cabling from MDF to IDF Rooms b) Cable Tray Layout c) PBX Head-In Equipment d) Handsets and instruments e) DATA Cabling

7. Fire Detection and Alarms 8. Security Systems

a) Access Control b) Intrusion Detection c) CCTV d) Panic Alarm

9. Lightning Protection Requirements 10. Emergency Power Systems

a) Emergency Generator Requirements b) Automatic Transfer Switching (with or without Isolation/Bypass) c) Uninterrupted Power Supply Requirements

11. Special Electrical Considerations a) Seismic Requirements b) Electrical Requirements for Owners Special Graphics/Signature Signage, and Advertising

Signage, including the Controls c) Concessions Point of Sales Cabling Requirements

12. Electrical Design/Documentation: a) Preliminary Equipment Layouts b) Required Space for Equipment c) Required Chases and Clearances d) Each Electrical Room Drawn in a Scale Sufficient to verify that the intended Equipment can

be Installed while maintaining required access to all Equipment for Maintenance (rooms may be oversized to accommodate final equipment selected by CM)



e) Cross Sections of Major Utility Corridors through the Building developed to generally confirm that planned Conduit, Lights, Ducts and Pipes will fit the given volume while maintaining Headroom.

U. Design Development Specifications

1. List all Codes and Applicable Regulations and Dates of Publications Governing the Project (Per the Architect Agreement, These will be the Codes in effect on the Date of Submission for a Building Permit)

2. Draft Technical Specification of all Spec. Sections a) Any Special Specification Requirements (Exposed Architectural Structural Steel (AESS) as

example) b) Engineering Calculations to the extent supplementary to Pricing Effort c) Supplemental Drawings and/or Information

3. ADA Special Requirements (Seating, Concessions “Drop” Counters, Suites Doors, etc.) 4. Proposed Division 1 of the Specifications 5. Materials Testing and Inspection Criteria: Establishment of requirements provided By Others

V. Prose Statement

Definition as contained within the Architect Agreement: “Prose Statement” shall mean the Detailed Listing developed by Architect of all incomplete Design Elements contained in the Final GMP Drawings and Specifications and Architect’s Statement of Intended Scope with respect to such Incomplete Elements. On or before the Date set forth in the Master Project Schedule, Developer shall cause Architect to prepare and deliver to CM a Set of GMP Drawings and Specifications and Prose Statement (which may include any additional Documents necessary to define the Scope of the Work and/or Developer’s Intent). Within Forty-Five (__) Days after Receipt of GMP Drawings/Specifications and Prose Statement, CM shall submit to Developer and Architect CM’s Proposed GMP and its Qualifications and Assumptions based upon the GMP Documents and the Prose Statement.


Date: 14-Jun-07 Architectural Services Agreement Exhibit: F - Page: 1

EXHIBIT F- LIST OF ARCHITECT'S AND ARCHITECT'S CONSULTANTS' KEY PERSONNEL

[TO BE PROVIDED BY ARCHITECT AS APPROVED BY DEVELOPER]


Date: 14-Jun-07 Architectural Services Agreement Exhibit: G - Page: 1

EXHIBIT G - REIMBURSABLE EXPENSE BUDGET



Date: 14-Jun-07 Architectural Services Agreement Exhibit: H - Page: 1

EXHIBIT H - PAYMENT SCHEDULE OF VALUES

The attached Architect’s Payment Schedule of Values shall be the basis for the monthly draws, based upon a percentage completion for each phase of the work.

[FEE MATRIX SCHEDULE TO BE PROVIDED BY ARCHITECT AS APPROVED BY DEVELOPER]


Date: 14-Jun-07 Architectural Services Agreement Exhibit: I - Page: 1


Date: 14-Jun-07 Architectural Services Agreement Exhibit: J - Page: 1

EXHIBIT J - DISPUTE RESOLUTION PROCEDURES

1. With respect to any claim, prompt notice thereof shall be given and within fourteen (14) days of the event giving rise to the claim. At the next Project meeting following delivery of such notice, Architect and the Developer shall reserve time at the end of such Project meeting to attempt to resolve such claim at the field level through discussions between Architect's Project Manager and the Developer’s Representatives. If a claim cannot be resolved through Architect's Project Manager and the Developer’s Representative within thirty (30) days after the initial attempt, then, Architect's Representative (who is ___________) and the Developer's Representative, upon the request of either Party, shall meet as soon as conveniently possible, but in no case later than thirty (30) days after such a request is made, to attempt to resolve such claim. Prior to any meetings between the Parties, the Parties shall exchange relevant information that will assist the Parties in resolving their claim. If a Party intends to be accompanied at a meeting by an attorney, the other Party shall be given at least ten (10) days' notice of such intention and may also be accompanied by an attorney.

2. If, after meeting, the Representatives determine that the claim cannot be resolved on terms satisfactory to both Parties, the Parties shall, within fourteen (14) days after the meeting of the Representatives, submit the claim to non-binding mediation administered jointly by the Parties to the mediation and otherwise in accordance with the Construction Industry claim Resolution Procedures of the American Arbitration Association (AAA) then in effect. Unless otherwise agreed by the Parties, the Parties shall select one of the pre-qualified mediators (if any) set forth in Section 8 below. Within seven (7) days after the selection of the mediator, the Parties and the mediator shall participate in a pre-mediation conference to determine the time and place of the mediation and the procedures that will govern the mediation. The cost and expense of the mediator shall be equally shared by the Parties and each Party shall submit to the mediator any information or position papers that the mediator may request to assist in resolving the claim. The Parties will not attempt to subpoena or otherwise use as a witness any person who serves as a mediator, will assert no claims against the mediator as a result of the mediation, and will hold the mediator harmless from claims by third Parties arising out of or relating to the mediation provided for in this Section. Notwithstanding anything in the above to the contrary, if a claim has not been resolved within one hundred twenty (120) days after the initial meeting between Architect's Representative and the Developer’s representative, then either party may elect to proceed under Section 5 below.

3. In the event of any dispute arising by or between the Developer and Architect, each Party shall continue to perform as required under the Agreement notwithstanding the existence of such dispute. In the event of such a dispute, the Developer shall continue to pay Architect as provided in the Agreement, excepting only such amount as may be disputed.

4. Unless the Parties otherwise agree, if a claim has not been settled or resolved within one hundred twenty (120) days after the initial meeting of Architect's project manager and the Project Representative, then either Party shall notify the other Party of its intent to pursue the claim further. Within fourteen (14) days after receipt or delivery (as the case may be) of such notice, the Developer shall send written notice to Architect specifying whether any unresolved claim shall be resolved by either (a) litigation in a court of competent jurisdiction located in Orange County or (b) arbitration, conducted through any nationally recognized arbitration provider, in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then currently in effect. Any such election shall be in the Developer's sole discretion. Upon such election, either Party may then commence litigation or arbitration proceedings, as the case may be. All arbitration proceedings shall be held in the City. If the Developer fails to send the above referenced written notice within the required fourteen (14)-day period, the Developer will be deemed to have elected to litigate the unresolved claim.

5. In no event shall a demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim would be barred by the applicable statute of limitations; provided, however, notwithstanding anything in the Agreement to the contrary, if any claim has not been resolved to the mutual agreement of the Parties within any applicable statute of limitation period, then


Date: 14-Jun-07 Architectural Services Agreement Exhibit: J - Page: 2

either Party may commence litigation on such claim prior to the expiration of such period in order to preserve its rights.

6. Any arbitration arising out of or relating to the Agreement may include, by consolidation or joinder or in any other manner, other persons substantially involved in a common question of fact or law whose presence is required if complete relief is to be accorded in arbitration. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of a claim not described therein or with a person or entity not named or described therein. The agreement to arbitrate under this Exhibit shall be specifically enforceable under applicable law in any court having jurisdiction thereof. The award of the arbitrators may be entered as a judgment in any court of competent jurisdiction.

7. In any dispute between the Developer and Architect, the prevailing party in any arbitration or litigation shall be awarded its reasonable attorneys' fees and costs, in addition to any other damages or other amounts to which it may be entitled; provided, however, that a plaintiff shall never be considered to be a prevailing party under this provision if the final award is less than the last written offer of settlement issued by the defendant prior to the institution of either arbitration or litigation and a defendant shall be considered to be a prevailing party if the final award is less than is less than the last written offer of settlement issued by the defendant prior to the institution of either arbitration or litigation.

8. Architect and Developer agree that any of the following persons will be acceptable mediators for any mediation of a claim: ____________________________________________________________.


Date: 14-Jun-07 Architectural Services Agreement Exhibit: K - Page: 1

EXHIBIT K - MBE/WBE AND LOCAL INCLUSION PLAN

STATEMENT OF COMMITMENT

Developer recognizes the importance of a strong program for Minority and Women Business Enterprises (MBEs/WBEs) as part of the development of a New Events Center. Developer understands the significance of this Project, and its ability to positively impact the people of the community as well as the economic vitality of the City. Consequently, Developer intends to partner with the City of Orlando to take the lead in developing a detailed and comprehensive MBE/WBE and local business community impact plan. The goals of the MBE/WBE Program will be to build stronger, more viable and profitable businesses that will grow from the project experience; maximize MBE/WBE business development and contract participation; and involve the community through outreach activities, education and employment opportunities.

To accomplish these program goals, Developer intends to use a system that will evaluate the Community Inclusion Plan submitted b Architect during the selection process of the Design Professional based on their commitment to MBE/WBE and local businesses participation. MBE/WBEs and local businesses should also be included in contract packages in innovative ways to enhance their capabilities and increase their likelihood of success. This will be made possible through mentoring, partnering, joint ventures, and strategic alliances among the project partners, enabling MBE/WBEs and local businesses to compete on all aspects of the Work.

Architect fully accepts this Statement of Commitment and will endeavor to fulfill its intent throughout their responsibilities and tasks associated with the Project. Architect agrees to comply with the Minority Business Enterprise and Women Business Enterprise requirements of Chapter 57 of the City of Orlando Code, and will cooperate with the City and Developer in their local business economic development efforts. It is the responsibility of the Architect to achieve their respective MBE/WBE contractual goals.

The Architect has prepared and the Developer has accepted the following Local Community Impact Plan. The requirements of the Agreement are as follows:

1. Minority Business Enterprises (MBEs): _________________________ Percent xx.x %

2. Women Business Enterprises (WBEs): _________________________ Percent xx.x %

3. Local Businesses: _________________________ Percent xx.x %

The Local Businesses shall be a total of the local MBEs, WBEs, and other local firms which are providing services to the Architect, or the Architect’s Engineer or Consutlants.

[LOCAL COMMUNITY IMPACT PLAN TO BE PROVIDED BY ARCHITECT AS APPROVED BY DEVELOPER]


Date: 14-Jun-07 Architectural Services Agreement Exhibit: L - Page: 1

EXHIBIT L – PROJECT STAFFING PLAN



Date: 14-Jun-07 Architectural Services Agreement Exhibit: M - Page: 1

EXHIBIT M – OTHER BASIC SERVICES

ARTICLE 1 - BASIC SERVICES

Basic Services is a narrative listing of basic services that the Developer requires to be included within the Architect’s Scope of Work, in additon to the generic description included in Article 3 of the Agreement. Thesse Basic Services are often perfomred in-house byt the Architect. The inclusion in this listing verses Other Basic Services does not indicate concurrence by the Developer that the Architect shall perform these services in-house, but rather that the Scope of each item needs to be idnetified as an opportunity for work to be performed by MBEs/WBEs and other Local Businesses under the overall management of th Architect.

1.1 Off-Site Visits and Design Charrette. Scope of services shall include (a) eight trips (one (1) day each) to selected Comparable Facilities to tour the completed facilities for consideration of various design elements to be incorporated into the Program Statement; and (b) a three (3) day design workshop at a location to be named to present and explore design concepts and suggested design solutions for the Project. The workshop shall include representatives of the Project Development Team, key City officials, representatives of the Orlando Magic, Ltd. and other key Project stakeholders.

1.2 Code Compliance. Scope of services shall include the preparation of a written report evaluating the design of the Project in terms of compliance with Legal Requirements and development of a master fire protection program for the Project. Intent of the report will be to identify major architectural, mechanical, structural and egress issues required to be resolved during the design process, including ADA compliance. Basic Services will also include presentation to local code and fire marshal representatives to review and evaluate their acceptance prior to submittal of permit documents. The preparation of code variance documentation and presentation to local appeals board is included as part of Basic Services.

1.3 Civil Engineering. Scope of services shall include the design, documentation and construction administration required for all necessary civil engineering, including on-site utility systems, fire protection systems, drainage systems, paving detailed surveys that describe, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage, rights-of-way, encroachments, zoning, locations, dimensions and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All of the information on the survey shall be referenced to a Project benchmark.

1.4 Transportation and Parking. Scope of services shall include review of Site plans and associated components involved in the movement of vehicles and pedestrians in the Project's parking areas and garage.

1.5 Utility Tunnel/Pedestrian Bridge. Scope of services shall include the design, documentation and construction administration required for (a) the utility tunnel and limited access connection between the Project and the South Street parking garage and (b) pedestrian bridge connecting the South Street parking garage.

1.6 Interior Design, FF&E and Retail Space. Scope of services shall include the programming, design, documentation and construction administration required for all necessary interior design, selection of furniture, furnishings and equipment and design of retail space within the Project, including preparation of space allocation and utilization plans based on functional relationships, consideration of alternate materials, systems and equipment and development of conceptual design solutions for architectural, mechanical, electrical and equipment requirements in order to establish (a) partition locations, (b) conceptual signage and graphic designs, (c) furniture, furnishings and equipment layouts and selections, (d) color, types and qualities of finishes and



materials for furniture, furnishings and equipment, and (e) requirements for the interior construction and for furnishings, fixtures and equipment, interior spaces and retail space.

1.7 Potential Future Build-out of Designated Areas. Scope of services shall include the programming, design, documentation and construction administration required for future buildout of areas of the Project. Architect acknowledges that Developer wishes to have these elements fullly designed within the base building, and that the construction of these elements may not occur until a future date. As such, Architect shall prepare separate Alternate package facilitaing the construction of these components at a future date by a Separate Contractor.

1.8 Hardware. Scope of services shall include the programming, design, documentation and construction administration of all door hardware required for the Project. Scope of work shall include the coordination with the electrical engineering and security design requirements. Programming shall include the definition of all keying requirements throughout the Project and adjacent site structures.

1.9 Lighting. Scope of services shall include the design, documentation and construction administration required for the completion of a lighting package in conformance with the requirements established by Developer, NBA and television networks.

1.10 Architectural Lighting. Scope of services shall include the design, documentation and construction administration required for the completion of the facade and specialty lighting system for the Project. The work shall include coordination with Architectural team members involved in the development of the overall design concept.

1.11 Graphics and Signage Design. Scope of services shall include consultation, design, documentation and coordination of a comprehensive master plan intended to establish signage. asic Services will include design and documentation activities associated with the following items:

1.11.1 Exterior Site Signage 1.11.1.1 Regulatory and Directional Vehicular orientation 1.11.1.2 Parking entries, lots and structures 1.11.1.3 Bus, taxi, mass transit identification 1.11.1.4 Informational/directional pedestrian signage 1.11.1.5 Exterior Marquee Board

1.11.2 Interior Building Signage 1.11.2.1 Site directories and orientation maps 1.11.2.2 Service signing 1.11.2.3 Visitor direction informational signage 1.11.2.4 Building directories 1.11.2.5 Elevator identification 1.11.2.6 Level and area identification 1.11.2.7 Restroom and telephone identification

1.11.3 Wayfinding Graphics 1.11.3.1 Restaurant, Bar, Concession identification 1.11.3.2 Novelty identification 1.11.3.3 Team Store identification

1.11.4 Exterior Building Signage 1.11.4.1 Project and major facilities identification at Project site entries 1.11.4.2 Building identification 1.11.4.3 Parking Level and area identification 1.11.4.4 Building signing address 1.11.4.5 Loading dock location 1.11.4.6 Loading dock numbers



1.11.5 Building Signature and Naming Rights Signage 1.11.5.1 Exterior of Building, including the Roof Top Area (if any). 1.11.5.2 Fan Zones 1.11.5.3 Corporate Areas and Naming Rights Building Areas 1.11.5.4 Concessions 1.11.5.5 Club Areas

1.12 Concession and Food Service. Scope of services shall include the development of all concession and food service related areas, including concession commissaries, concession facilities, vendor concession, suite pantries, dining club kitchens and bars. Definition of each area will be documented for use by the selected food service operator, for the preliminary plan development and specification of each piece of equipment required. The food service and concession Consultant shall develop bid quality equipment drawings, fully coordinated with the food service operator for full compliance with their requirements. Scope of services shalll include:

1.12.1 Identification of size (square footage) and location of all food service related facilities throughout the Project;

1.12.2 Drawings identifying location of all equipment;

1.12.3 Separate layout of rough-in locations for associated mechanical, electrical, and plumbing requirements;

1.12.4 The preparation of equipment criteria cut sheet book outlining the specific performance requirements of each piece of equipment;

1.12.5 The specification and location of all equipment, including ventilation hoods, and the preparation of concession/commissary requirements, including mechanical, electrical, gas, plumbing and ventilation requirements for each food service facility location;

1.12.6 Drainage requirements specified by Architect; location of all drains and the identification of drain types shall be determined in coordination with the food service operator based upon equipment locations and structural limitations;

1.12.7 Coordination with the structural engineer and with the mechanical/electrical/plumbing engineer will be completed during the documentation and administrative Project Phases; and

1.12.8 Scope of services shall include the development of the appropriate bid documents identifying all food service items, including equipment layouts, equipment types and a utility load chart defining the requirements for each area.

1.13 Security Design. Scope of services shall include the planning, design, documentation and construction administration required for the completion of a comprehensive security program for all areas of the Project and associated functions. Areas include administration, locker room and all public areas. The Program Statement will include security for both event and non-event hours. Final system documentation to include Security Management Systems; Access Control Systems; Closed-Circuit Television Systems; Alarm Monitoring Systems; and Intrusion Detection Systems. The security package shall be coordinated with all involved team members, including architectural, electrical, video, and hardware consultants retained by Architect.

1.14 Sound Systems. Scope of services include the design, documentation and construction administration of a sound reinforcement system for both speech and music. The system shall properly serve all anticipated activities scheduled for the Project and desired by Developer. The system shall include a sound distribution system appropriate for emergency management announcements and the distribution of general announcements and event play-by-play. Areas covered by the distributed system shall include all areas required by the local code authority.



Additionally, Architect shall provide services associated with the administration of final system tests and adjustments to be performed by the Subcontractor, and the final equalization of the sound reinforcement system. Administration services shall include instruction of the operator's personnel in the proper operation of the system and will provide assistance in operating the system(s) for the first major use.

1.15 Video. Scope of Services shall include the Programming, Design, Documentation and Contract Administration of all video related components within the Project. Specifics of the video system shall include: (a) Research of available technologies and systems currently under development; (b) Establishment of display system parameters; (c) Detailed coordination of control room layout and facilities; and (d) Criteria for accommodation of systems with the balance of the design team. This system will consist of large screen video, systems, matrix boards and scoreboard systems. The video control system will be integrated with the events center sound control, and feed the main video screen/scoreboard assemblies. Video control and distribution systems will also interface with MATV, locker room and media interface systems.

1.16 Broadcast Facilities/Media Interface Systems. Services will include:

1.16.1 Permanent and emergency provisions for TV mobile units and portable satellite earth stations;

1.16.2 Installed camera, video, audio and intercom cable between truck parking areas and permanent broadcast booths and permanent camera locations;

1.16.3 Architectural pass through and related cable routes for media portable cables to likely occasional media and camera positions for special events anticipated for the Project, such as concerts, meetings and similar events; and

1.16.4 Coordination of local broadcast antenna provisions.

1.17 MATV - Master Antenna Television System. Services provided will include programming, design and documentation of a system to permit the reception of off-air broadcast television, cable TV (if available), and AM/FM radio signals. System shall permit local origination of signals, and provide distribution of those signals to television receiver monitor receptacles in areas as Developer may designate, inclduing, but not limited to: suites, bunker suites, loge boxes, club areas (and future clubs), restaurants, fan zones, entrance lobby, press/media work and office areas, team facilities and public concourses.

1.18 Telecommunications. Scope of services shall include programming, design, and documentation of the telecommunications and data networking requirements for the Project. Specific items include assist end user in development of design criteria for the telecommunication and data communication systems; identify cabling infrastructure requirements; establish a universal cable plan to all areas as required; and document all voice and data riser requirements. Explore and recommen d apropriate technology, including the use of wireless telecommunications, to facilitate the building being state of the art in capabilities. Through comprehensive discussions with Developer and coordination with the balance of the design team, Architect's Consultant shall prepare Construction Documents for voice and data communication systems.

1.19 Vertical Transportation. Scope of services shall include the analysis of all vertical transportation systems, including elevators and escalators, based upon building population and operational information provided by Developer and as required by applicable Legal Requirements. Following the initial analysis and determination, of appropriate solutions and allowances, Architect shall provide coordinated Construction Documents to CM for inclusion within the appropriate Bid Packages.

1.20 Wind Study. wind study to determine the affect of external structures on the design of this facility, and any impact this facility will have on other structures within a reasonable perimter.



1.21 Window Wall Consultant. To the extent required for unique or large expanses of exzterior facade, a counsultnat to assit in the design of the exterior wall system and to offer recommendations for cleaning and maintenace of the exterior system.

1.22 Landscape Design. Scope of services shall include the design, documentation and construction administration in the development of a Site plan for the Project. Specific activities associated with the Site development include development of the site landscape plan identifying location and type of all plant material including lawn areas; development of the site elements, including sidewalks, entry plazas, curbs, stairs, ramps, planters, retaining walls, fences, flagpoles, and site furnishings; development of a site grading plan in conjunction with the civil engineering Consultant; development of a site irrigation system; site lighting including fixture selection and review of their location; photometrics and final lighting plans; and site lighting, including all ornamental pedestrian lights.

1.23 On-Site Architectural/M/E/P/Structural Project Representative. Architect shall provide the following on-site field representation upon commencement of the Construction Phase:

1.23.1 Architectural. In addition to Architect's on-site responsibilities outlined in Section 3.7 herein, Architect shall also provide, as part of Basic Services herein, one full-time architectural staff member with appropriate expertise, on-site for the duration of the Construction Phase. Architect's Project Site Representative will meet with CM daily, and observe and evaluate construction conditions.

1.23.2 Structural Engineering. During construction of the Project, structural engineering Project Site services shall include, among other activities, attendance at appropriate construction meetings scheduled by CM, and site representation to observe and evaluate directly, in accordance with the Standard of Care, the adequacy and quality of the Work, its progress, and to determine if the Work is proceeding in accordance with all of the requirements of the Contract Documents. During all periods when major structural work described in the Contract Documents is being constructed or erected, site representation by Architect's Structural Consultant shall be maintained at levels determined necessary and appropriate by Architect and its Structural Consultant in accordance with the Standard of Care, given the requirements and Phase of the Work, but in no event less frequently than twice weekly or at intensity levels lower than one day per week. During periods of forming or placement of concrete columns, walls and structural slabs, or active erection of structural steel and pre-cast concrete, structural engineering site representation shall increase to a level appropriate to requirements of the Work, but in no event less frequently than twice weekly and an intensity level equivalent to at least one day per week. The Structural Site Representative shall provide Developer with a copy of its field reports within seven (7) days of preparation. The Work of Architect's Structural Consultant's Site Representative(s) will be assisted and supplemented, as appropriate, by technical and support staff in the Structural Engineer's office.

1.23.3 Mechanical/Electrical/Plumbing (M/E/P) Engineering Site Representation. During construction of the Project, M/E/P engineering site services shall include, among other activities, attendance at appropriate construction meetings scheduled by CM and site representation to observe and evaluate directly, in accordance with the Standard of Care, the adequacy and quality of the Work, its progress, and to determine if the Work is proceeding in accordance with all of the requirements of the Contract Documents. During all periods when work described in Architect's M/E/P Consultant documents is being installed, erected, aimed or adjusted, site representation by Architect's M/E/P Structural Consultant shall be maintained at levels as determined necessary and appropriate by Architect and its M/E/P Consultant in accordance with the Standard Care given the requirements and Phase of the Work, but in no event less frequently than twice monthly and at an intensity level lower than two days per month. Field reports will be kept and provided to Developer within seven (7) days of preparation.



The Work of Architect's M/E/P Consultant's Site Representative(s) will be assisted and supplemented, as appropriate, by technical and support staff in the M/E/P Engineer's office.

1.23.4 If, in the reasonable opinion of Developer, any of the on-site representatives referenced in this Paragrpahs fail to promptly respond to requests for information or to otherwise promptly evaluate construction conditions, then Architect, for no additional charge, shall provide such additional on-site representatives as necessary to assure prompt response and evaluation.

1.24 Sales Center and Suite/Loge Box Mock-Up Design. Scope of services shall include the design, documentation and construction administration required for the Project sales center, which shall include a fully functional suite/loge box mock-up(s).

1.25 Models. Scope of services shall include a separate allowance for the preparation two (2) high quality finished models of the Project.

1.26 Virtual Tour of the Project. Scope of services shall include preparation of a three-dimensional computer disc containing a virtual tour of the Project (approximately 8 minutes in length) showing all major spaces comprising the Project.

1.27 Fixtures, Furnishings and Equipment (FF&E) Consultant. Assist Developer in the preparation of a FF&E list for the requirements to furnish the Project, and in the preparation of a preliminary budget for the FF&E list.

1.28 Post Occupancy Warranty Review. Architect shall after completion of the Work, review the Work at six (6) months and eleven (11) months following Substantial Completion and make written recommendations to Developer for correction of any deficiencies in the Work.

1.29 Establishment of Capital Reserve. Scope of services shall include assistance to Developer in establishing appropriate levels of funding an initial capital reserve budget for the Project based upon the useful life of the major operational systems.

1.30 Peer Review. Architect shall assist Developer in selecting competent and independent licensed professional engineers practicing in Florida who are familiar with structural design and mechanical/electrical/plumbing design (including fire protection systems) in the Orlando area for the purpose of performing a peer review. Peer reviewers shall review the Design Documents at appropriate intervals agreed to by Developer and Architect. The peer reviewers shall report to Developer and Architect on their opinion of the appropriateness and quality of the structural and mechanical/electrical/plumbing designs for use in an events center project in Orlando area. Any areas of concern that the peer reviewers may have raised concerning the designs shall be itemized in detail together with recommendations for rectifying or removing those concerns. Architect shall, on a timely and on-going basis, provide copies of all communications with peer reviewers to Developer. Architect shall cooperate with the peer reviewers and shall facilitate the participation of Developer and other Project Development Team members in the peer review process.

1.30.1 Structural Engineering Peer review. [Need a definition here.]

1.30.2 Mechanical/Electrical/Plumbing/Fire Protection Engineering. [Need a definition here.]

1.30.3 Operational Review of the Design solution. [Need a definition here.]




ADDENDUM NO. 5 ARCHITECTURAL SERVICES FORM OF AGREEMENT EXHIBITS


This Addendum Number Five (5) is issued by email on 18-June 2007. Issue #1 Request for Proposals from Design professionals dated 30-May 2007, page 7, subparagraph 9.1, add the following after the first sentence:

“Additionally, please acknowledge the receipt and dates of all Addendums issued following the release of this RFP.”

For your convenience, the following Addenda have been released to date:

• Addendum 1 – dated 11-June 2007 • Addendum 2 – dated 12-June 2007 • Addendum 3 – dated 14-June 2007 • Addendum 4 – dated 15-June 2007 • Addendum 5 – dated 18-June 2007

Issue #2 Request for Proposals from Design professionals dated 30-May 2007, page 6, add 8.3 after 8.2. The language should read as follows:

.3 Please send all responses to the Point of Contact listed in 3.2.
