A121-2018 Facility MSA FINAL 4896-9146-5007 v.1 - Final.pdf

Document A121™ – 2018 Standard Form of Master Agreement Between Owner and Contractor where Work is provided under multiple Work Orders

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AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

This document does not contain a description of the Contractor’s scope of Work or establish payment terms or the dates of commencement of the Work or Substantial Completion. This document is intended to be used in conjunction with AIA Document A221™–2018, Work Order for use with Master Agreement Between Owner and Contractor.

AGREEMENT made as of the day of in the year (In words, indicate day, month, and year.)

BETWEEN the Owner:

(Name, legal status, address, and other information)

The Detroit Regional Convention Facility Authority ("DRCFA") One Washington Boulevard Detroit, Michigan 48226 and the Contractor:

(Name, legal status, address, and other information)

The Owner and Contractor agree as follows.

Init.

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986)

(Paragraphs deleted)

ARTICLE 1 MASTER AGREEMENT TERM AND PARTY REPRESENTATIVES

§ 1.1 In exchange for the mutual promises made herein, the Owner and Contractor enter into this Master Agreement to provide the general terms and conditions governing all relations concerning the goods and services provided from time to time that are specifically described in a Work Order issued by the Owner and accepted by the Contractor for a specific Project. The Work Order shall identify certain material terms, such as the scope of Work, the Contract Sum, and the Contract Time, and the terms in this Master Agreement and the Contract Documents incorporated into it shall automatically apply, such that they automatically are part of the parties’ Contract. The Contractor shall execute the Work set forth in each agreed upon Work Order.

§ 1.2 This Master Agreement shall apply to all Work Orders agreed to by the parties within the term of this Master Agreement until completion of the Work Order. In the event of a conflict between terms and conditions of this Master Agreement and a Work Order, the terms of the Work Order shall take precedence for the Work provided pursuant to the Work Order.

(Paragraph deleted) § 1.3 The base term of this Master Agreement is two years from the date of execution, and thereafter it will renew three times, annually on the day and month it was executed by the Owner, unless the Owner terminates it pursuant to its terms or elects not to renew it, in which case the Owner will provide 30 days’ notice of its election of non-renewal. In the event the Owner elects not to renew this Master Agreement, the terms of this Master Agreement shall remain applicable until all Work Orders under this Master Agreement are completed or terminated.

§ 1.4 The Owner (Paragraphs deleted) is not required to issue any Work Orders under this Master Agreement.

(Paragraph deleted) § 1.5 The Contractor (Paragraphs deleted) may decline to accept any Work Order issued by the Owner provided the Contractor does so in writing within seven

(7) days of receipt of it.

(Paragraphs deleted) § 1.6 The Work Order shall be expressed on AIA Document A221-2018, Work Order, as modified by the parties, or on such other document as the Owner and Contractor may mutually agree upon.

§ 1.7 The Owner identifies the following representative authorized to act on the Owner’s behalf with respect to this Master Agreement:

Bryan Crowe Huntington Place Detroit One Washington Avenue Detroit, MI 48226

§ 1.7.1 The Owner may identify in each Work Order a representative authorized to act on the Owner’s behalf with respect to that particular Work Order; otherwise, the Owner’s designated representatives is identified in this Section 1.7.

§ 1.8 The Contractor identifies the following representative authorized to act on the Contractor’s behalf with respect to this Master Agreement:

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§ 1.8.1 In each Work Order, the Contractor will identify a representative authorized to act on behalf of the Contractor with respect to the Work Order.

§ 1.9 The Owner may issue a Work Order for services to administer this Master Agreement in the Owner’s discretion.

ARTICLE 2 GENERAL PROVISIONS

§ 2.1 The Contract Documents The Contract Documents consist of this Master Agreement and its exhibits; the modified AIA A201-2017 General Terms and Conditions of the Contract for Construction dated March 25, 2025; a Work Order, including all documents incorporated into the Work Order, such as Drawings, Specifications, supplementary or special conditions, and Modifications issued after execution of the Work Order. Together, the Contract Documents form the Contract for the project covered by the Work Order.

§ 2.1.1 Defined Terms Terms which are defined in the AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified, shall have the same meaning when used in this Master Agreement or other Contract Documents.

§ 2.2 Relationship of the Parties The Contractor accepts the relationship of trust and confidence established by this Master Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s best skill and judgment in furthering the interests of the Owner to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

§ 2.3 General Conditions The general conditions of the contract shall be as set forth in AIA Document A201–2017, as modified, which document is incorporated herein by reference. Reference in this Master Agreement to the AIA Document A201-2017 or the General Conditions of the Contract shall mean the AIA Document A201-2017, as modified.

2.4 Owner’s Obligations

The Owner will meet the obligations imposed on it by AIA Document A201–2017, as modified, and by the Work Order.

(Paragraphs deleted)

ARTICLE 3 CONTRACTOR’S BASIC RESPONSIBILITIES

§ 3.1 The Work Order will describe the Contractor’s project-specific responsibilities for any Preconstruction Phase services and for the Construction Phase Work. In the event the Work Order requires the Contractor to perform Preconstruction Phase services, the Contractor’s general responsibilities are set forth in Sections 3.2 and 3.3 and in the applicable provisions of A201-2017. The Contractor’s general Construction Phase responsibilities are set forth in Section 3.4 and in the applicable provisions of A201-2017. The Owner and Contractor may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently.

§ 3.2 Preconstruction Phase § 3.2.1 (Paragraphs deleted) Extent of Responsibility The Contractor shall exercise the utmost care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Contractor. With the exception of Work for which the Contract Documents require the

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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Contractor to design, the Contractor is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall use its expertise to carefully review the Drawings and Specifications and shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require.

§ 3.2.2 The Contractor shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. By signing a Work Order, the Contractor certifies to the Owner that the Contractor has completed such a preliminary review of the Owner’s Program, schedule, and Project budget requirements, and that the Owner’s Program, schedule, and Project Budget requirements are reasonably achievable, each in terms of the other.

§ 3.2.3 Consultation § 3.2.3.1 As the Architect progresses the Work through various stages of design, the Contractor shall prepare and update, at appropriate intervals agreed to by the Owner, Contractor, and Architect, an evaluation of the Owner’s program, schedule, and construction budget requirements, each in terms of the other. The Contractor shall also schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work.

§ 3.2.3.2 As the Architect progresses with the design of the Work, the Contractor shall review all Drawings and Specifications, consult with the Owner and Architect and make recommendations regarding:

.1 cost, constructability, and schedule;

.2 equipment, materials, and services;

.3 temporary facilities needed to manage, inspect, and supervise construction; and

.4 site conditions that may impact the design and performance of the Work. The Contractor shall manage the site condition investigation if directed to do so by the Owner.

§ 3.2.4 Project Schedule When the scope of Work has been sufficiently identified, the Contractor shall prepare and update a Project schedule for the Architect’s review and the Owner’s acceptance of any durations and sequence of work by the Owner or Separate Contractors and the dates for milestones, Substantial Completion, and Final Completion of the Work. This will include recommendations about accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Contractor shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues.

§ 3.2.6 Cost Estimates § 3.2.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Contractor shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Contractor suggests alternative materials and systems, the Contractor shall provide cost evaluations of those alternative materials and systems. The Contractor shall use its best professional judgment in preparing estimates of the Cost of the Work. The Contractor will assist the Owner and Architect in a value engineering processes to make recommendations for corrective action, including changes in the scope and design of the Work.

§ 3.2.7 Subcontractors and Suppliers § 3.2.7.1 The Contractor shall identify the need for Subcontractors and, if necessary to complete the Work, provide a subcontracting plan for the Owner’s review and approval.

§ 3.2.7.2 The Owner’s specific requirements for subcontractor procurement for the performance of the Work, if any, will be stated in the Work Order.

§ 3.2.7.3 The Contractor will not subcontract any portion of the Work to a corporate affiliate without the Owner’s express written permission.

§ 3.2.7.4 The Contractor will not subcontract any portion of the Work on a cost-reimbursable basis without the Owner’s express written permission. In the event the Contractor subcontracts a portion of the Work on a

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986) cost-reimbursable basis, the Contractor will guaranty the Owner’s rights to audit the cost of such Work and recoup any and all overpayments for it.

§ 3.2.8 Other Preconstruction Services Other Preconstruction Phase services will be specifically described in the Work Order.

§ 3.3 Guaranteed Maximum Price § 3.3.1 In the event the Work Order provides for compensation for the Work on the basis of Cost of the Work to a Guaranteed Maximum Price and does not establish such price, at a time to be mutually agreed upon by the Owner and the Contractor, the Contractor shall prepare a Guaranteed Maximum Price proposal to perform the Construction Phase Work required by the Work Order and shall submit it to the Owner and Architect for their review and for the Owner’s acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Contractor’s estimate of the Cost of the Work of the Work Order, the Contractor’s contingency described in Section 3.3.4, the Contractor’s Fee described in Section 6.1.2, and the Contractor’s General Conditions described in Section 6.1.3.

§ 3.3.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price shall include the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order.

§ 3.3.3 The Contractor shall include with any Guaranteed Maximum Price proposal a written statement of the basis for the proposed Guaranteed Maximum Price, which shall include the following:

.1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract;

.2 A list of the clarifications and assumptions made by the Contractor in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2;

.3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Contractor’s contingency set forth in Section 3.3.7; the Contractor’s Fee; and the Contractor’s General Conditions;

.4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based;

.5 A critical path schedule;

.6 An itemized list of General Conditions expenses, if compensation for them is to be made on a reimbursable-cost basis; and

.7 A date by which the Owner must accept the Guaranteed Maximum Price.

§ 3.3.4 The Contractor shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Contractor, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.

§ 3.3.5 If the Owner notifies the Contractor that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Contractor. Following acceptance of a Guaranteed Maximum Price, the Owner and Contractor shall execute a Modification amending the Work Order to establish the Guaranteed Maximum Price as such, a copy of which the Owner shall provide to the Architect. This Modification shall set forth the information and assumptions upon which the Guaranteed Maximum Price is based.

The parties may use AIA Document A133-2019 Exhibit A or its functional equivalent as the form of the Modification.

§ 3.3.6 The Contractor shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Work Order or Modification establishing the Guaranteed Maximum Price, as applicable, unless the Owner provides prior written authorization for such costs.

§ 3.3.7 Contractor’s Contingency. The Guaranteed Maximum Price may include a contingency for the Contractor’s exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986) another line item or included in a Change Order. The contingency shall not exceed three percent (3%) of the estimated Cost of the Work.

§ 3.3.7.1 Contractor’s contingency shall only be used to cover items that are properly considered a Cost of the Work under the terms of the Contract Documents. It is further understood and agreed that such contingency shall be the maximum amount available, and may only be used for the following: (i) items of Work within the scope of the Work Order but due to Contractor’s error failed to be included in a Subcontract; (ii) additional costs incurred as a result of a failure of a bidder to whom a portion of the Work is awarded in accordance with the Contract Documents to enter into a subcontract with the Contractor; (iii) unanticipated market conditions and labor and material conditions; (iv) casualty losses and related expenses uncompensated by insurance or otherwise and sustained by the Contractor in connection with the Work, except to the extent such losses or expenses are attributable, in whole or in part, to the Contractor’s error or omission; and (v) costs arising from default of un-bonded and uncollectible Subcontractor.

§ 3.3.4.2 The Contractor shall report use of such contingency on the Applications for Payment. Contractor shall forfeit contingency that has been used on but not reported after two subsequent monthly Applications for Payment.

§ 3.4 Construction Phase § 3.4.1 General § 3.4.1.1 For purposes of Section 8.1.2 of A201–2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

§ 3.4.1.2 The Construction Phase shall commence by written agreement of the parties or, if applicable, upon the Owner’s execution of any Modification establishing a Guaranteed Maximum Price.

§ 3.4.2 Administration § 3.4.2.1 The Contractor shall schedule and conduct meetings no less frequently than bi-weekly to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Contractor shall prepare and promptly distribute minutes of the meetings to the Owner and Architect.

§ 3.4.2.2 Promptly after beginning the Construction Phase, the Contractor shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201–2017.

§ 3.4.2.3 Monthly Report The Contractor shall report on the progress of the Project as required by the Contract Documents or reasonably requested by the Owner.

§ 3.4.2.4 Daily Logs The Contractor shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of operating and idle equipment on site, problems that might affect progress of the work, accidents, injuries, visitors, building official inspections, deliveries, and other information required by the Owner.

§ 3.4.2.5 Cost Control The Contractor shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Contractor shall submit this system and its proposed reporting format to the Owner for its review and approval. The Contractor shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.4.2.3 above.

§3.4.2.6 Project Documentation The Contractor shall keep, and make available to the Owner and Architect, a full set of construction records, including, but not limited to, all versions of Drawings and Specifications, as-built drawings, bulletins, requests for information and responses to such requests, submittals and responses to such submittals, daily reports, meeting minutes, schedules, AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986) correspondence, and applications for payment. The records shall be well organized and maintained electronically in a format the Owner and Architect may readily access.

ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

§ 4.1 Master Services § 4.1.1 Except as provided in this Section 4.1, the Contractor’s entire compensation will be derived from Work Orders, and the Contractor’s costs to administer this Master Agreement will not be reimbursed separately.

§ 4.1.2 For purposes of complying with the Contractor’s Bond for Public Works Act, MCL 129.201, et seq., the total amount paid to the Contractor for all Work provided under this Master Agreement is not expected to exceed five million dollars ($5,000,000.00). The Contractor shall provide payment and performance bonds with penal sums in that amount on forms reasonably acceptable to the Owner and with a surety listed on the United States Department of Treasury, Bureau of the Fiscal Service, Department Circular 570 that is current as of the date of the Master Agreement.

The Contractor may submit an application for payment to the Owner for reimbursement of bond premiums.

§ 4.2 Preconstruction Phase Compensation § 4.2.1 The Work Order will state whether the Contractor’s compensation for Preconstruction Phase services will be made on a stipulated sum, percentage of the Cost of the Work, or hourly billing rate basis. In the event compensation is on an hourly billing rate basis, the Owner shall pay the Contractor according to the rates set forth below.

Individual or Position Rate

(Paragraphs deleted) § 4.2.2.1 Hourly billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Contractor, as required by an applicable employment agreement, law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, bonuses and customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification.

§ 4.3 Payments § 4.3.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed.

(Paragraphs deleted) § 4.3.2 Payments are due and payable within thirty (30) days of presentation of the Contractor’s invoice.

ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

(Paragraphs deleted) § 5.1 Contract Sum § 5.1.1 The Work Order will state the basis of compensation for Construction Phase Work.

(Paragraphs deleted) § 5.1.1.1 In the event the basis of compensation is a stipulated sum, the Contract Sum for the Work Order will be an all-inclusive lump sum price for complete construction of the Work.

§ 5.1.1.2 In the event the basis of compensation is the Cost of the Work to a Guaranteed Maximum Price, the Contract Sum for the Work Order will be the Cost of the Work as defined in Article 6 plus the Contractor’s Fee, the rate for which will be described in the Work Order, to a Guaranteed Maximum Price that is established pursuant to Section 3.4.

(Paragraphs deleted) § 5.1.1.3 In the event the basis of compensation is on a Time and Material or Cost of the Work basis, the Contract Sum for the Work Order will be the Cost of the Work as defined in Article 6 plus the Contractor’s Fee, which will be

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986) described in the Work Order. This method of compensation shall not be used when the Cost of the Work is expected to exceed fifty thousand dollars ($50,000.00).

§ 5.1.2 When the basis of compensation is the Cost of the Work, with or without a Guaranteed Maximum Price, the Contractor may charge a Fee to cover such things as executive compensation, principal office expenses, employee bonuses, and profit. The Contractor’s Fee shall be calculated on either a stipulated sum or percentage of the Cost of the Work basis, as set forth in the Work Order.

§ 5.1.2.1 If the Contractor’s Fee is a stipulated sum, the Fee shall not be increased if the final Cost of the Work exceeds the Guaranteed Maximum Price; however, if the Guaranteed Maximum Price is materially increased or decreased by Change Order after execution of the Guaranteed Price Amendment, the Contractor and Owner shall agree to equitably adjust the Contractor’s Fee accordingly.

§ 5.1.2.2 If the Contractor’s Fee is based on a percentage of the Cost of the Work, the Fee percentage rate will not change as a result of changes in the Work.

(Paragraph deleted) § 5.1.3 The Contractor’s General Conditions shall cover the Contractor’s costs to manage, support, and protect the Construction Phase Work in while it is in progress. The Owner will compensate the Contractor for General Conditions expenses on either a stipulated sum, percentage of the Cost of the Work, or reimbursable cost basis, as stated in the Work Order. The Contractor’s General Conditions expenses include the following costs:

.1 Wages or salaries of the Contractor’s project management, supervisory, and administrative personnel when stationed at the Project site, and for the portion of their time required for the Work offsite, limited to personnel and activities approved by the Owner in writing.

.2 Costs of temporary materials, supplies, facilities, machinery, and equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work.

.3 Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed in performance of the Work (Such costs shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value.)

.4 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. (Rates and quantities of equipment owned by the Contractor, or a related party as defined in Section 6.8, shall be subject to the Owner’s prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item.)

.5 Costs of removal of debris from the site of the Work and its proper and legal disposal.

.6 Costs of the Contractor’s site office, including general office equipment and supplies.

.7 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract.

.8 Costs for communications services, computer and electronic equipment, and software, directly related to the Work and located at the site.

.9 Costs of document reproductions and delivery charges.

§ 5.1.4 Reimbursable labor and employee billing rates for Construction Phase Work include all costs to be paid or incurred by the Contractor, as required by an applicable employment agreement, law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, bonuses and customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification.

(Paragraph deleted) § 5.1.5 In the cost of equipment is reimbursable to the Contractor under the terms of the Work Order, all rental rates for equipment must be provided in writing to the Owner in advance for approval and are subject to the following limitations:

.1 Rental rates leased or rented equipment will be at the actual, documented lease or rental cost.

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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.2 Rental rates for Contractor-owned, related party-owned, or Subcontractor-owned equipment will not exceed the owned equipment rate set for each unit in the current edition of EquipmentWatch and no additional compensation shall be paid for operating costs.

.3 Rental rates for Contractor-owned, related party-owned or Subcontractor -owned equipment that has been idled due to a compensable delay shall not exceed on-half the owned equipment rate set for each unit in the current edition of EquipmentWatch and no compensation shall be paid for operating costs.

Further, all equipment must be on site during the delay, be necessary for a critical path activity, and be unable to be used on a different activity. The Contractor shall bear the costs for such equipment that has been idled due to a non-compensable delay.

.4 The total rental rates paid for any small tool, those having total value less than $2,500, shall not exceed the total amount of that tool.

.5 The Contractor acknowledges its responsibility to actively mitigate Project costs including, but not limited to, rental costs and rental costs of idle equipment.

§ 5.1.6 Subcontractors overhead and profit for increases in the cost of its portion of the Work shall not exceed ten percent (10%) for Work self-performed by the Subcontractor and five percent (5%) on Work performed by a subcontractor, or lower tier vendor, to the Subcontractor.

(Paragraphs deleted) § 5.1.7 Liquidated Damages. The Owner will sustain extensive damages and serious loss in the event the Contractor fails to achieve the milestones, Substantial Completion of the Work, or Final Completion of the Work within the time limits by the Work Order or Modification to it. The Contractor further understands and agrees these damages and losses are impractical and difficult to calculate. Because of the impracticality and difficulty of ascertaining and calculating the Owner’s actual damages, the Work Order may set liquidated damages as a reasonable estimate of the damages the Owner will incur as a result of the Contractor’s delays. Accordingly, the Owner shall be entitled to retain or recover from the Contractor, as liquidated damages and not as a penalty, the daily amounts set forth in the Work Order, if any. Liquidated damages under his section shall comments on the day following the stated deadline, or, if applicable, on the day following a grace period established by the Work Order, and shall continue until the Contractor achieves the milestone, Substantial Completion of the Work, or Final Completion of the Work, as the case may be.

The Owner may deduct amounts to cover this cost from payments due to the Contractor. If the balance of the Contract Sum is not sufficient to cover the liquidated damages, the Contractor shall pay the difference to the Owner. If the balance of the Contract Sum is not sufficient to cover the liquidated damages, the Contractor shall pay the difference to the Owner. These liquidated damages only compensate the Owner for the Contractor’s delay. The Contractor remains liable for damages resulting from all other causes, such as damages from non-conforming Work.

(Paragraphs deleted) § 5.2 Guaranteed Maximum Price In the event the basis of compensation for a Work Order is the Cost of the Work to a Guaranteed Maximum Price, the Contractor guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Work Order or in the Modification establishing the Guaranteed Maximum Price as such, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

(Paragraphs deleted) § 5.3 Changes in the Work (Paragraphs deleted) § 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions. The Owner shall issue such changes in writing. The Contractor may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work.

§ 5.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201–2017, General Conditions of the Contract for Construction.

§ 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Article 7 of AIA Document A201–2017, General Conditions of the Contract for Construction, as modified by the parties.

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986)

§ 5.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201–2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Master Agreement.

Adjustments to subcontracts awarded with the Owner’s prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts.

§ 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201–2017 shall mean the Cost of the Work as defined in Article 6 of this Master Agreement and the term "fee" shall mean the Contractor’s Fee as defined in Section 5.1.2 of this Master Agreement.

ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE

§ 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean actual costs necessarily incurred by the Contractor, without markup, in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7.

§ 6.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner’s prior approval, the Contractor shall obtain such approval in writing prior to incurring the cost.

§ 6.1.3 Costs, wages, salaries, and charges, as used in this Article 6, shall mean actual costs without markup, except that in no event shall such costs, wages, salaries, or charges be at rates higher than the standard rates paid at the place of the Project, except with prior written approval of the Owner.

(Paragraph deleted) § 6.1.4 When the Owner compensates the Contractor for General Conditions expenses on a stipulated sum or on a percentage of the Cost of the Work basis, the reimbursable Cost of the Work shall not include the costs described in Section 6.1.3, notwithstanding Sections 6.1 through 6.7, as payment for those costs will be included in the General Conditions compensation.

§ 6.2 (Paragraphs deleted) Labor Costs § 6.2.1 Wages or salaries of construction workers directly employed by the Contractor to perform the construction of the Work as stated in the Work.

§ 6.2.2 Wages or salaries of the Contractor’s supervisory and administrative personnel as stated in the Work Order or Modifications to it.

§ 6.2.2.1 Wages or salaries of the Contractor’s supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, and limited to the personnel and activities stated in the Work Order or Modifications to it.

§ 6.2.3 Wages and salaries of the Contractor’s supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, as stated in the Work Order or Modifications to it.

§ 6.2.4 Costs paid or incurred by the Contractor, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3.

§ 6.2.5 If agreed rates for labor costs, in lieu of actual costs, are provided in this Master Agreement, the rates shall remain unchanged throughout the duration of this Master Agreement, unless the parties execute a Modification.

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986)

§ 6.3 Subcontract Costs Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts and this Master Agreement.

§ 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 6.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction.

§ 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value.

§ 6.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Contractor, or a related party as defined in Section 7.8, shall be subject to the Owner’s prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item.

§ 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 6.5.4 Costs of the Contractor’s site office, including general office equipment and supplies.

§ 6.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior approval.

§ 6.6 Miscellaneous Costs § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract.

§ 6.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Contractor is liable.

§ 6.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Contractor is required by the Contract Documents to pay.

§ 6.6.4 Fees for laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201–2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3.

§ 6.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents.

§ 6.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Contractor resulting from such suits or claims, and payments of settlements made with the Owner’s consent, unless the Contractor had reason to believe that the required design, process, or product was an infringement of a copyright or a patent, and the Contractor

AIA Document A121 – 2018. Copyright © 2014 and 2018. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 11:16:41 ET on 03/28/2025 under Order No.4104245262 which expires on 03/31/2025, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (1181840986) failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201–2017.

The costs of legal defenses, judgments, and settlements shall not be included in the Cost of the Work used to calculate the Contractor’s Fee or subject to the Guaranteed Maximum Price.

§ 6.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner’s prior approval.

§ 6.6.7 Costs of document reproductions and delivery charges.

§ 6.6.8 Deposits lost for causes other than the Contractor’s negligence or failure to fulfill a specific responsibility in the Contract Documents.

§ 6.6.9 Legal, mediation and arbitration costs, including attorneys’ fees, resulting from the Owner’s acts or omissions but other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor after the execution of a Work Order in the performance of the Work and with the Owner’s prior approval, which shall not be unreasonably withheld.

§ 6.6.10 Subject to the Owner’s prior written approval, expenses incurred in accordance with the Contractor’s standard written personnel policy for relocation and temporary living allowances of the Contractor’s personnel required for the Work, with the Owner’s prior approval.

§ 6.6.11 That portion of the reasonable expenses of the Contractor’s supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work.

§ 6.7 Other Costs and Emergencies § 6.7.1 Other costs incurred in the performance of the Work, with the Owner’s prior written approval.

§ 6.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201–2017.

§ 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Contractor, Subcontractors, or suppliers, and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance (except that the Owner shall not be responsible for costs not covered due to any deductible self insured retainage), sureties, Subcontractors, suppliers, or others.

§ 6.8 Related Party Transactions § 6.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent,…