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AGREEMENT FOR USE OF NORTH GREENWOOD AQUATICS AND RECREATION COMPLEX,- AGREEMENT This Agreement is made and entered into on �� , 2011, between the City of Clearwater, a municipal corporation of the S ate of Florida, whose address is Attn: Parks and Recreation Director, Post Office Box 4748, Clearwater, FL 33758- 4748, as "City", and Boys 8� Girls Clubs of the Suncoast, Inc. ("BGC"), a Florida Not-For- Profit Corporation, whose address is 2300 Tall Pines Drive, Suite 150, Largo, FL 33771-5353, as "Provider" or "Agency" (each individually referred to herein as "Party" or collectively as the "Parties"). WHEREAS, it has been determined to be highly desirable and socially respansible to provide activities to build and foster the canfidence, educational, cultural and social skills and gaod habits in young people, adults and families; and WHEREAS, the City desires to provide programs and activities as a means to help young people, adults and families; and WHEREAS, the City owns the North Greenwood Aquatics and Recreatian Complex, ("Center"), located at 900 N. Martin Luther King Jr. Ave., Clearwater, Flarida; and WHEREAS, BGC desires to partner with the City in providing educational, motivational and cultural programs (the "Services", as mare particularly described herein) at the Center by ofFering programming primarily for middle and high schoal-aged yauth, adults and families; and NOW, THEREFORE, the parties agree as follows. 1. RECITALS. The foregoing recitals are tru� and correct and are incorporated in and form a part of this Agreement. 2. LICENSE. That the City does hereby provide to BGC, a License to enter upon and aperate the Services at the following premises: office space consisting of approximately 150 square feet and a"teen room" of approximately 623 square feet within the Center (as reflected in Exhibit "A" attached hereto and incorporat�d herein). BGC shall have exclusive use of the ofFice space and teen roam. In addition, BGC shall also be permitted use of the Center common facilities, programming facilities, swimming pool and other services as described herein. BGC hereby acknowledges and agrees that its use of the facilities and services are non-exclusive and are subject to use preference as determined by the City in its sole discretion. Such praperty shall hereinafter be referred to as the "Licensed Premises". 3. TERM. The term af this Agreement shall be for 5 years; which term shall commence an the 1st day of October, 2011, and shall continue until midnight on the 30th day of September 2016 ("Initial Term"). This Agreement may be renewed for one 1 (1) additional five (5) year period, under the terms and conditions provided for herein, if mutually agreed to in writing by the Parties. However, nothing in this Agreement shall be deemed a waiver by the City of its right to cancel or nat ta renew this Agreement as otherwise provided herein. 4. LICENSE FEE. As consideration far the mutual benefits and obligations herein, BGC agrees to pay and the City agrees to accept a License Fee for the first five years in the amount af twenty seven thousand fiv� hundred seventy two dollars ($27,572) per year payable in quarterly payments of $6,893 on Oct. 1, Jan 1, April 1 and July 1 for each year. At the end of each five year term the License Fee will be adjusted to reflect applicable changes in License Premises us� or the cost of aperating the facility. This recalculation will occur no later than July 1 St of every 5t" year of the rental. Due ta construction activities and the inability to move all operations over to the NGRAC the first quarterly payment far October 1, 2011 shall be waived. 5. CITY IN KIND SERVICES AND USE OF FACILITIES. a) The City agrees to provide maintenance of all major capital components af the License Premises including air conditioners, roof, painting, plumbing, and electrical, as well as all custodial maintenance far the common facilities portion of the Center ta be used by the Licensee. In addition, City will provide all utilities necessary for the operation of the Licensee's office. b) The City shall not make any manetary contributions as a part of this Agreement. c) City Programs. The City has the right to run contracted programs or other pragrams in the facility as long as they do not unreasonably interFere with the Services offered by the Licensee. d) City stafF will be responsible to coordinate all scheduling for use of the facility, including BGC programs and Services. The City will manage all rentals and special events that are hosted at the Center. e) This Agreement and any other agreement associated with the Center will be managed by the City or City Staff located at the Center. f) The City will gift to the Agency as determined by the City in its sole discretion upon inventary af existing furnishings remaining in the Center's afFice and teen raom. Agency will be responsible for maintenance and replacement of items, if necessary. 6. AGENCY PROGRAMS AND USE OF FACILITY. a) BGC Services/Programs. BGC shall provide, at a minimum, the follawing services: � Conduct educational, cultural and motivational programs at the Center for the benefit of neighborhood and Clearwater area youth (primarily middle and high school age youth), adults, and families. The core programs shall include but not be limited to: i) Job caunseling and relat�d econamic development activities ii) Youth development activities iii) Outreach (including home visits when appropriat�) iv) Health and Life Skill Training v) The Arts vi) Sports and Recreation b) BGC Employees. BGC agrees ta employ staff ("BGC Staff'), at its expense, to execute the Services provided in accardance with this Agreement. Such individuals shall not be considered City employees under any circumstance, including but not limited to; payroll taxes, worker's compensation, or ath�r liability, and are subject to the supervision, personnel practices and policies of BGC. Unless otherwise approved, all BGC Staff shall meet minimum requirements and qualifications to coordinate and fulfill BGC Services. c) Rules for Use. Rules and regulations applicable to and governing the use of the Center by BGC may be established by the BGC, providing said rules and regulatians are not in conflict or inconsistent with the law, ordinances, policies or aperating rules of the City, the Center, or this Agreement. d) General Adherence to the Law. Natwithstanding any limitations impli�d by the provisions above, BGC promises ta comply with all statutes, ordinances, rules, orders, regulations, and requirements of federal, state, county and City government and their respective agencies which are applicable to the Services to be provided by BGC and the use and occupancy of the Licensed Premises, including but not limited to; the disclosure ofi confidential information related to programs involving and serving children and mandatory background checks for employees and volunteers who may interact with children. BGC will d�fend, indemnify and save the City harmless from any and all fines, penalties, costs, expenses, or damages resulting from BGC's failure to observe and perform the undertakings contained in this section. e) No Unlawful Use. BGC promises and agrees that it will make or allow no unlawful, improper or offensive use of the premises. Further, BGC understands and agrees that this provision specifically prohibits, among other acts, the sale, consumption or use of alcoholic beverages or cantrolled substances anywhere in, on or around the Center and those adjacent areas used by BGC. f) Signage. BGC, at its sole expense, may place an identification sign an the Center or in the park according to City cod�s with the prior written appraval of the City. 3 g) Use of Aquatics Center. The City, in its sole discretion, apens and operates the Aquatics Center during certain months of the year (generally May through August). At such times as the City chooses to open the Aquatics Center, BGC shall be allowed to have access to the pool twice a week, for two (2), two-hour time blocks, (for a total of four (4) hours of non-exclusive pool usage per week). Additianal rates may apply for additional pool use, if available. Swim lessons are available, but BGC shall be requir�d ta cover the City's direct expenses in requ�sting and utilizing said swim lessons. h) Use of Center fior rental or special event. BGC may, in accordance with the City's rental or special event policies, request to utilize areas of the Center otherwise ofFered for rental or special event use. BGC must pay all direct expenses associated with any rental or special event use of the building. i) Play Passes In consideration of BGC Staff providing Services at the Center, BGC Staff will each be granted a City of Clearwater Recreation Play Pass to be used during their employment at the Center. j) Room Set Up. BGC shall assist City stafF with the set-up, clean-up and break-down of rooms to be used by BGC in fulfilling the Services. 7. MAINTENANCE OF THE CENTER BY BGC. a) Custodial Maintenance. BGC shall maintain the Center and adjacent areas used by BGC in a clean and orderly condition in accordance with City standards for the facility as determined by the City in its sole discretion. The City shall provide the daily day to day maintenance of the floors, restrooms and other building common areas and companents. b) Repair of Damage. BGC understands and agrees that it is responsible for and will cause to be repaired at BGC's expense, damage ta the Center other than normal wear and tear caused by BGC Staff or participants. c) Building Upgrades or Modifications. BGC understands and agrees that it is responsible for any new upgrades or modifications to the building that are required to meet their programming needs, with any such permanent impravements, upgrades or modifications being subject to City written approval as provided for herein. $. PAYMENT FOR ALL PROGRAM OPERATING EXPENSES. BGC is respansible to pay all operating expenses associated with their Services and operations held at the Center including expenses for all office supplies, telephones, internet connections, etc. 9. PAYMENT FOR FEES AND TAXES. BGC shall obtain all required licenses at its own expense and shall be responsible for all personal property taxes as 4 may be assessed against the Licensed Premises during the Agreement term, and shall promptly pay same when due. 10. SCHEDULED REPORTS OF BGC ACTIVITIES. BGC shall furnish the City Parks and Recreation Department with an annual report of activities conducted within 60 days of the end of BGC's fiscal year. Each report is to identify the number of clients served, the type of activities, projects and programs offered and costs af such services. 11. CREATION, USE AND MAINTENANCE OF FINANCIAL RECORDS. BGC shall create and maintain financial and accounting records, books, documents, policies, practices, procedures and any information necessary in accordance with generally accepted accounting principles to reflect fully the financial activities of BGC. Such records shall be available and accessible at all times for insp�ctian, review, or audit by authorized City representatives. Records must be made available in accordance with applicable law, including Chapter 119, Florida Statutes. BGC shall retain said records for a period ofi five (5) y�ars after termination of this Agreement, unless the requirements of an audit have not been resolved, in which case said records shall be maintained until resolution. 12. ASSIGNMENT OR SUBLEASE. This Agreement may not be assigned by BGC. Any attempted assignment af the rights and obligations provided for herein shall be of no farce or efFect and shall upon such attempted assignment ar transfer, render this Agreement null and void in its entirety. 13. ALTERATIONS AND IMPROVEMENTS. Any modifications or improvements to any portion of the Center to be used by BGC hereunder, must be approved in writing in advance by the Parks and Recreation Director, to the extent that thE Parks and Recreation Director has the authority to so approve, or by the Clearwater City Cauncil. Any improvements shall become the praperty of the City upon expiration or termination of this Agreement. 14. RISK OF LOSS. BGC is responsible ta insure its persanal property. All personal property placed ar mav�d in the Center premises shall be at the risk of BGC or owner thereaf. The City shall not be responsible ar liable to BGC for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying the premises or adjoining premises or any part af the premises adjacent to or connected with the premises or any part of the building which the Licensed Premises are a part or for any loss or damage resulting ta BGC or its property from bursting, stopped up or leaking water, gas, sewer or steam pipes unless the same is due to the negligence of the City, its agents, servants or employees, to the extent of Florida Statute 768.28. 15. RIGHT OF ENTRY. The City, or any of its agents, shall have the right to enter said premises, including the area designated for BGC's exclusive use hereunder during all reasonable hours, to examine the same to make such repairs, addi#ions ar alterations as may be deemed necessary for the safety, comfort, or preservation 5 � m thereaf. Right of entry shall likewise exist for the purpase of removing placards, signs, fixtures, alterations or additions, which do not conform to this Agreement. City agrees to give reasonable notice to BGC before entry to their ofFice area. 16. RESTORING PREMISES TO ORIGINAL CONDITION. BGC represents that the premises licensed are in good, sanitary and tenantable condition for use by BGC. BGC's acceptance or occupancy of the licensed premises shall canstitute recognition of such condition. BGC hereby accepts the premises in the condition they are in at the beginning af this Agreement and agrees to return the premises to their original candition at the expiration of the term, excepting only reasonable wear and tear arising from the use thereof under this Agreement. 17. INSURANCE. BGC shall independently procure at its own expense and maintain during the term af this Agreement insurance as shown below: a) A Comprehensive General Liability policy covering claims for injuries to persons or damage to property which may arise from or in connection with use of the Center premises by BGC including all activities occurring thereon. b) A Business Automobile Liability Policy cavering claims for injuries to persans or damage to property that arise from or in connection with use of a mator vehicle owned by BGC. c) Insurance procured in accordance with sections 17 (a) and (b) shall have minimum coverage limits of $1,000,000. d) Exc�pt for worker's campensation, each insurance policy issued as a requirement of this Agreement shall name the City of Clearwater as an additional named insured. The coverage shall contain no special limitations on the scope of protection afforded to the City, its afficials, employees, agents or volunteers. e) BGC shall furnish fihe City with Certificate(s) af Insurance with all endorsements affecting coverage required by this section. These forms shall be received and approved by the Parks and Recreation Director before execution of this Agreement by authorized City ofFicials. f) Worker's Compensation: BGC shall provide worker's campensation insurance far all their employees in an amount at least equal to the statutory limits of coverage according to applicable State and Federal laws. In addition, the policy shall include employer's liability coverage with a limit of $5�a,000 per occurrence. 18. LIABILITY AND INDEMNIFICATI�N. BGC shall act as an independent contractor and agrees to assume all risks of occupying the Licensed Premises, or other use of the c�nter as provided for hereunder, and all liability therefore, and shall defend, indemnify, and hold harmless the City, its officers, agents, and emplayees fram and against any and all claims of loss, liability, and damages of whatever nature, to persons ,� � and property, including, without limiting the generality of the foregoing, death of any person and loss of the use of any property, except claims arising from the negligence or willful misconduct of the City or City's agents or employees. This includes, but is not limited to matters arising out of or claimed to have been caused by ar in any manner related to BGC's activities or thase of any approved or unappraved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by BGC in or about the premises whether or nat based on negligence. Nothing herein shall b� canstrued to waive or modify the provisions of Section 768.28, Florida Statut�s or the doctrine of sovereign immunity. Nothing herEin shall be construed as allowing for a claim by a third party to this Agreement. This provision shall survive termination of this Agreement. 19. NON-DISCRIMINATION. Notwithstanding any other provisians of this Agreement during the term of this Agreement, BGC for itself, agents and representatives, as part of the consideration for this Agre�ment, does covenant and agree that: a) Non-discrimination: BGC agrees that no person shall, on the grounds of race, color, sex, handicap, national origin, religion, citizenship, disability, marital status, age or political belief, be excluded from participation in, denied the benefit(s) of, ar be otherwise discriminated against as an employee, volunteer, or client of the provider, except that programs may designate services for specific client groups as defined by the program guidelines. BGC agrees to maintain access to handicapped persons in accardance with applicable law. b) Breach of Non-discrimination Covenants: In the event of conclusive evidence of a breach of any of the above non-discrimination covenants, the City shall have th� right ta terminate this Agreement immediately upon the giving of notice, as the giving of notice is required herein. 20. SUBORDINATION. This Agreement and the rights of BGC hereunder are hereby made subject and subordinate to all bona fide mortgages or ather instruments of security naw or hereafter placed upon the said premises by the City pravided, however, that such mortgages and other instruments of security will not caver the equipment and furniture or furnishings on the premises owned by BGC. BGC further agrees to execute any instrument of subordination, which might be required by martgagee of the City. 21. DEFAULT, REMEDIES, TERMINATION BY CITY. For Cause: Failure to adhere to any of the provisions of this Agreement by BGC shall constitute a Default h�reunder and shall be cause for termination. Should BGC fail to cure said Default within a period of thirty (3�) days after notice in writing by the city, this Agreement shall terminate. For Municipal Purpose: In addition to the right to terminate for cause, the City may terminate this Agreement in the event it determines that the Licensed Premises is rI required for any other municipal purposes by giving siacty (6Q) days written notice of such intended use, following which this Agreement shall terminate. In the event of termination in accordance with a municipal need as described herein, the City represents that it will make its best effort ta make available to BGC, facilities comparable to that currently enjoyed by BGC in exchange for comparable financial support. Funds availability: In the event funds to finance this Agreement become unavailable, either Party, as determined necessary in its sole discretion, may terminate this Agreement upon no I�ss than twenty-four hours notice in writing to the other party. Said notice shall be delivered by certified mail, return receipt requested, or in persan with proof of delivery. Each Party shall endeavor, whenever possible and cansistent with its legal obligations and principals of prudent manag�ment to provide thirty (30) days notice for termination for Lack of Funds. 22. MISCELLANEOUS. a) This Agreement shall bind the City and its assigns or successors, and BGC and assigns and successors af BGC, as permitted hereunder. b) It is understood and agreed between the parties hereto that time is of the essence of this Agreement and this applies to all terms and conditions contained herein. c) The rights of the City under the foregoing shall be cumulative, and failure on the part of the City to exercise promptly any rights given hereunder shall not operate to forfieit any of the said rights. d) It is understood that no representations or promises shall be binding on the parties hereto except those representations and promises contained herein or in some future writing executed by both Parties. 23. RADON GAS NOTIFICATION, AS REQUIRED BY FLORIDA STATUTE 404.056(8): Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels af radan that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health unit. 24. NOTICE. Any notice required or permitted to be given by the provisions af this Agreement shall be conclusively deemed to have been received by a party hereto on the date it is hand-delivered to such party at the address indicated below (ar at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid), when actually received or on the fifth E:3 .. , (5th) business day after the day on which such notice is mailed and properly addressed, whichever is earlier. a) If to City, addressed ta Parks and Recreation Director, P.O Box 4748, Clearwater, FL 33758. b) If to BGC, addressed to Boys 8� Girls Clubs of the Suncoast, Inc., 2300 Tall Pines Drive, Suite 150, Largo, FL. 33771-5353. 25. SEVERANCE. The invalidity or unenforceability of any portion of this Agreement shall in nowise affect the remaining provisions and portions hereof. 26. CAPTIONS. The paragraph captions used throughout this Agreement are for the purpose af reference anly and are not to be considered in the construction of this Agreement ar in the interpretation of the rights or obligations of the parties hereta. 27. NO HAZARDOUS MATERIALS. BGC herewith covenants and agrees that no hazardous materials, hazardous waste, or other hazardous substances will be used, handled, stared ar otherwise placed upon the property or, in the alternative, that such materials, wastes or substances may be located on the property, only upon the prior written consent of the City hereunder, and only in strict accord and compliance with any and all applicable state and federal laws and ordinances. In the event such materials are utilized, handled, stored ar otherwise placed upan the property, BGC expressly herewith agrees to indemnify and hold City harmless from any and all costs incurred by City or damages as may be ass�ssed against City in cann�ction with or otherwise relating to said hazardous materials, wastes or substances at anytime, without regard to the term of this Agreement. This provision shall survive the termination hereof. 28. GOVERNING LAWS. The laws of the State of Florida shall govern this Agreement; any action braught by either party shall lie in Pinellas County, Florida. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above. �7 BOYS 8� GIRLS CLUBS OF THE SUNCOAST, INC. _........ � By: re.r�ded..� �E� � Countersigned: _� � �� � Frank V. Hibbard, Mayor Approved as to form: , Laura Lipowski Mahony Assistant City Attorney CITY OF CLEARWATER, FLORIDA B y: %/r1'.r.�.w�. � . /b�-�•�.�� _ William B. Horne II, City Manager Rosemarie Call, 10 � ;. \ Boys & Girls Clubs of the Suncoast, Inc. � �!� � � \ ��I GENERALNOTES 1. AT EXTERIOR MASONRY WALLS TO RECENE STUCCO HOlO MPSONRYfME ON INTERIOR - AT INTERIOR WPLLS HOlO MASONRY FACE AS DIRECfED BY aac�rtrECr 1. AT ALL GVP BD PM7ITIONS PROVIDE ABUSE RESSTAN! GYP 80 UP TO 3-0' AFF 3. PR01nDEANODIZEDALUA71NUMl0UVERSWITHPRODUCTMPRWALFORALL THRWGH WALL VENiS AND THRJUGM WALL E%FIAUSTS. COORDINATE WRH MECHANMAL DMWINCS 4. TOOiM-IN NEW MASONRY UNITS IMO EXISTING CMU WALLS AT ALL NEW M4SONRY INFILL LOCATIONS PARTITION LEGEND PARTITION TYPE ASSEMBLY CONCREIE BLOCK WALLS UP TO BOTfpA OF OECK ONE HIXIR RATED CONCRETE BLOCK WA11S UP TO BOTfOM OF DECK- Ul N0. U•905. ALL CARRIDOR WPLLS. 9 5/B" METAL STUOS PA' O.C. WITH ONE LAYER OF i�8' GWB ON o �,s��.�NOZ•,��.���.� CEILING DOES N0T OCCUR IX1EN� UP TO DECK 3 518' METAL STU0.S 24' O.C. N1TF10NE U1T_R OF SIB' GYJB ON �� EACN SIDE AND SIX1ND BATT INSULATION IN CAVITY, FXiEN� TODECKABOVE FINISH LEGEND FLOOR 6eSE WALt.S A RESINOUS �yy�S CT WET WALL FULL HEIGHT OF WAl1 6EP0J(YPAIN7W REMAMNNGWALLS B CPT VINYL PAINTED CMU 8 GNB C VCT VMYL PAIMED GNB D SEALEDCONC -- PpINTEDCMU 1. ALL FLOOR FINISH CFWdGES SHALL OCW R UNDER THE CENIERLINE OF OO�RS IN THE CtOSED POSff10N. 2/�LL GYP BD SOFFIIS ARE TO BE PAMTED SEE REFlEC7ED CEILING PLAN FOR LOCATONS 3. PROVIDEALUMWUA1iRANSITIONTHRESHOLDATALLR00RiNGL7iANGES UNLESS NOTED OTHERWISE DRA�1/ING LEGEND ���� DOORNUMBER, �ROOMNUMBER FRAMETYPE,SEEA7.7 109 J_RAININ(�—ROOMNAME DOOR TYPE. 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SEE CIVIL DRAWMlGS AIAGNEfICALLV HELD OPEN ASMIN MTED UOOR5.1aiR RATED WALL 17 ASSEUBLY ABOVE. 3 S/B' 75 G4 METAL SN0.S P4' O.C. WITFI ONE IAYER OF SR' GWB ON EACH SIDE, EXTEND TO STRUCfURE ABOVE. Ul ASSEMBLY i U1�. SEE FIRE RATED PENETRATION OPTIONS ON A,B,GA92 O ROOF ACCESS IADDER WfTH FiATCH ABOVE, PAINiED 13 RELOCATED IXISTING F6iE E7(TINGUISHER IN A NEW SURFACE MOUNTED CABWET, REMOVE IXD WNl MIXRIlED PHONE STAiKNI AND CWNTER O14 coNVeRho sriowEa To rouFr srrai sc-� aw�c oa�wx�os. �vnst, PATCH AND RETILE IXISTING DAMAGED T1LFD F700RS AN� WALL$ WITH OVERSTOCK EXISTING 5TORED TLE. NEW GROUTTO fAATCH OOStING COLOR ON FLOOR AND WALLS �s Newsu+Raavw�waNOisposu,s�ra�r�ssacv�ara�a 16 HA7CHED AREA RiDICATES NEW CONCREiE NlFLLL SlABS AND SIOEWALI(S, SFF STRUCTURAL AND CML ORAWINGS » V�V STEEL COLUMN, SEE STRUCNRAL DRAWINC,S �B PftEPARE PND FLOAT FLOOR SURFACE A$ REW IRED FOR NEW VCT INSTALL1TbN. 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