Agreement__DB_Progressive_AIA_A141-2014.pdf

AIA

Document A141™ – 2014 Standard Form of Agreement Between Owner and Design-Builder

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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 copyright@aia.org.

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AGREEMENT made as of the « » day of « » in the year 20

BETWEEN the Owner:

City of St. Petersburg, Florida P.O. Box 2842 St. Petersburg, Florida 33731 and the Design-Builder:

for the following Project:

The Owner and Design-Builder agree as follows.

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 COMPENSATION AND PROGRESS PAYMENTS

3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

4 OBLIGATIONS OF DESIGN-BUILDER RELATED TO PRE-CONSTRUCTION WORK

5 OBLIGATIONS OF DESIGN-BUILDER RELATED TO CONSTRUCTION WORK

6 CHANGES IN THE WORK

7 OWNER’S RESPONSIBILITIES

8 TIME

9 PAYMENT APPLICATIONS AND PROJECT COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 UNCOVERING AND CORRECTION OF WORK

12 COPYRIGHTS AND LICENSES

13 TERMINATION OR SUSPENSION

14 CLAIMS AND DISPUTE RESOLUTION

15 MISCELLANEOUS PROVISIONS

16 SCOPE OF THE AGREEMENT

TABLE OF EXHIBITS

A DESIGN-BUILD EXHIBIT

B INSURANCE AND BONDS

C DETAILED DESIGN AND OTHER SERVICES TO BE PERFORMED AND PROVIDED BY THE DESIGN-BUILDER

PRIOR TO INCORPORATION OF THE DESIGN-BUILD EXHIBIT INTO THE CONTRACT

D OWNER’S DIRECT PURCHASE TAX SAVINGS PROGRAM

E DESIGN-BUILD PROPOSAL(S)

ARTICLE 1 GENERAL PROVISIONS

§ 1.1 Owner’s Criteria This Agreement is based on the Owner’s Criteria set forth in this Section 1.1.

§ 1.1.1 The Owner’s program for the Project:

Design Criteria Package

§ 1.1.2 The Owner’s design requirements for the Project and related documentation:

Design Criteria Package

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

§ 1.1.3 Intentionally Left Blank.

§ 1.1.4 Intentionally Left Blank.

§ 1.1.5 Intentionally Left Blank.

§ 1.1.6 The Owner’s budget for the Work to be provided by the Design-Builder is set forth below:

Compensation for pre-construction Work performed prior to incorporation of the Design-Build Exhibit into the Contract will not exceed $_____.

As of the effective date of this Agreement, the estimated construction cost budget is $______. The Owner has the sole and absolute authority to change the estimated construction cost budget as it is refined during Pre-Construction Work.

The estimated construction cost shall remain an estimate until the incorporation of the Design-Build Exhibit into the Contract.

§ 1.1.7 The Owner’s Substantial Completion date will be identified in the Design-Build Exhibit.

§ 1.1.8 The Owner requires the Design-Builder to retain the following Engineer, Consultants and Contractors at the Design-Builder’s cost:

.1 Engineer

.2 Contractors will be identified in the Design-Build Proposal(s).

.3 Consultants

§ 1.1.9 Intentionally Left Blank.

§ 1.1.10 The Design-Builder shall confirm that the information included in the Owner’s Criteria complies with applicable Laws (as defined herein).

§ 1.1.10.1 If the Owner’s Criteria conflicts with applicable Laws, the Design-Builder shall notify the Owner of the conflict.

§ 1.1.11 If there is a change in the Owner’s Criteria, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6.

§ 1.1.12 If the Owner and Design-Builder intend to transmit Instruments of Service or any other information or documentation in digital form, they will comply with procedures established and agreed upon by the parties in writing.

§ 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 7.1.1:

Brejesh Prayman, Director, Engineering & Capital Improvements Department

§ 1.2.2 Intentionally Left Blank.

§ 1.2.3 Intentionally Left Blank.

§ 1.2.4 Intentionally Left Blank.

§ 1.2.5 Neither the Owner’s nor the Design-Builder’s representative shall be changed without ten days’ written notice to the other party.

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

§ 1.3 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Section 14.3, the method of binding dispute resolution shall be the following:

[ « » ] Arbitration

[ «X» ] Litigation in a court of competent jurisdiction

[ « » ] Other: (Specify)

§ 1.4 Definitions § 1.4.1 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design- Builder and its attached Exhibits (hereinafter, the “Agreement”); other documents listed in this Agreement; and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties or (2) a Change Order.

§ 1.4.2 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design- Builder.

§ 1.4.3 The Work. The term “Work” means the design, construction and related services required to fulfill the Design- Builder’s obligations under the Contract, whether completed or partially completed, and includes all labor, materials, equipment and services provided or to be provided by the Design-Builder. The Work may constitute the whole or a part of the Project.

§ 1.4.4 The Project. The Project is the total design and construction of which the Work performed under the Contact may be the whole or a part, and may include design and construction by the Owner and by separate contractors.

§ 1.4.5 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Contractors, Engineer, and Consultant(s) under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, digital models and other similar materials.

§ 1.4.6 Submittal. A Submittal is any submission to the Owner for review and approval demonstrating how the Design- Builder proposes to conform to the Contract for those portions of the Work for which the Contract require Submittals.

Submittals include, but are not limited to, shop drawings, product data, and samples. Submittals are not Design-Build Documents unless incorporated into a Modification.

§ 1.4.7 Owner. The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract as if singular in number. The term “Owner” means the Owner or the Owner’s authorized representative.

§ 1.4.8 Design-Builder. The Design-Builder is the person or entity identified as such in the Agreement and is referred to throughout the Contract as if singular in number. The term “Design-Builder” means the Design-Builder or the Design-Builder’s authorized representative.

§ 1.4.9 Consultant. A Consultant is a person or entity providing professional services for the Design-Builder for all or a portion of the Work, and is referred to throughout the Contract as if singular in number. To the extent required by the relevant jurisdiction, the Consultant shall be lawfully licensed to provide the required professional services.

§ 1.4.10 Engineer. The Engineer is a person or entity providing design services for the Design-Builder for all or a portion of the Work, and is lawfully licensed to practice engineering in the applicable jurisdiction. The Engineer is referred to throughout the Contract as if singular in number.

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

§ 1.4.11 Contractors. Contractors are persons or entities performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. Contractors shall be lawfully licensed, if required in the jurisdiction where the Project is located.

§ 1.4.12 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is clearly marked as “confidential.”

§ 1.4.13 Contract Time. Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, as will be set forth in the Design-Build Exhibit for Substantial Completion of the Work.

§ 1.4.14 Day. The term “day” as used in the Contract shall mean calendar day unless otherwise specifically defined.

§ 1.4.15 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the construction Work after incorporation of the Design-Build Exhibit, as identified in Article A.1 of the Design-Build Exhibit.

ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS

§ 2.1 Compensation for pre-construction Work Performed by Design-Builder.

§ 2.1.1 For pre-construction Work performed by the Design-Builder the Owner shall compensate the Design-Builder an amount not to exceed ___________________ ($__________) pursuant to the fee schedule set forth in Exhibit C.

Compensation for such pre-construction Work performed by the Design-Builder is inclusive of all out of pocket expenses, including but not limited to transportation, lodging, meals, and materials. Pursuant to Florida Statute section 287.055(a), Design-Builder hereby certifies that the wage rates and other factual unit costs submitted by the Design- Builder supporting the compensation identified in this Section 2.1.1 are accurate, complete, and current as of the effective date of this Agreement. Such compensation and any additions thereto will be adjusted to exclude any significant sums by which the Owner determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.

§ 2.1.2 The Design-Builder shall invoice the Owner for pre-construction Work on a monthly basis and the Owner shall pay the Design-Builder within twenty (20) business days of receipt of such invoice (provided the Design-Builder is in compliance with the terms and conditions of the Contract). The monthly invoice shall detail the Work provided by the Design-Builder. The fixed amount set forth in § 2.1.1 may be increased only in strict accordance with the Contract.

§ 2.1.3 If the Owner wants the Design-Builder to provide additional services related to pre-construction Work beyond those services required by the Contract, the Owner and the Design-Builder shall mutually agree in writing to such additional services, which shall be performed at the costs and fees identified in Exhibit C for such services. Once agreed to in writing, the Owner and the Design-Builder shall execute a written amendment to the Contract.

§ 2.2 Contract Sum and Payment for Construction Work For the Design-Builder’s performance of construction Work after incorporation of the Design-Build Exhibit into the Contract, the Owner shall pay to the Design-Builder the Contract Sum in current funds as agreed in the Design-Build Exhibit.

ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

§ 3.1 General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located.

§ 3.1.2 The Design-Builder shall designate in writing a representative who is authorized to act on the Design-Builder’s behalf with respect to the Project.

§ 3.1.3 The Design-Builder shall perform the Work in accordance with the Contract. The Design-Builder shall not be relieved of the obligation to perform the Work in accordance with the Contract by the activities, tests, inspections or approvals of the Owner or by reason of any of Design-Builder’s submissions to the Owner.

§ 3.1.3.1 The Design-Builder shall perform the Work in compliance with applicable Laws. If the Design-Builder performs Work contrary to applicable Laws, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction.

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

§ 3.1.3.2 Neither the Design-Builder nor any Contractor, Consultant, or Engineer shall be obligated to perform any act which they believe will violate any applicable Laws. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner’s Criteria, would cause a violation of any applicable Laws, the Design-Builder shall notify the Owner in writing. Upon verification by the Owner that a change to the Owner’s Criteria is required to remedy the violation, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6.

§ 3.1.4 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design-Builder’s employees, Engineer, Consultants, Contractors, and their agents and employees, and other persons or entities performing portions of the Work.

§ 3.1.5 The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work.

§ 3.1.6 When applicable Laws require that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified, licensed professionals. The Owner understands and agrees that the services of the Engineer and the Consultants are performed in the sole interest of, and for the exclusive benefit of, the Design- Builder.

§ 3.1.7 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of governmental authorities having jurisdiction over the Project.

§ 3.1.8 Progress Reports § 3.1.8.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or otherwise as agreed to by the Owner and Design-Builder, the Design-Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below:

.1 Work completed for the period;

.2 Project schedule status;

.3 Submittal schedule and status report, including a summary of outstanding Submittals;

.4 Responses to requests for information to be provided by the Owner;

.5 Approved Change Orders;

.6 Pending Change Order status reports;

.7 Tests and inspection reports;

.8 Status report of Work rejected by the Owner;

.9 Status of Claims previously submitted in accordance with Article 14;

.10 Cumulative total of the Cost of the Work to date including the Design-Builder’s compensation;

.11 Current Project cash-flow and forecast reports;

.12 Additional information as agreed to by the Owner and Design-Builder;

.13 Cost summary, comparing actual costs to updated cost estimates; and

.14 Contingency log to include pending and authorized requests.

§ 3.1.9 Design-Builder’s Schedules § 3.1.9.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner’s information a schedule for the Work. The schedule, including the time required for design and construction, shall not exceed time limits currently under the Contract, shall be revised with each Application for Payment as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract, shall provide for expeditious and practicable execution of the Work, and shall include allowances for periods of time required for the Owner’s review and for approval of submissions by authorities having jurisdiction over the Project.

§ 3.1.9.2 The Design-Builder shall perform the Work in general accordance with the most recent schedules submitted to the Owner.

§ 3.1.10 Certifications. Upon the Owner’s written request, the Design-Builder shall obtain from the Engineer, Consultants, and Contractors, and furnish to the Owner, certifications with respect to the documents and services provided by the Engineer, Consultants, and Contractors (a) that, to the best of their knowledge, information and belief, the documents or services to which the certifications relate (i) are consistent with the Contract, except to the extent

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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 specifically identified in the certificate, and (ii) comply with applicable Laws governing the design of the Project; and

(b) that the Owner and its consultants shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications. The Engineer, Consultants, and Contractors shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of their services.

§ 3.1.11 Design-Builder’s Submittals § 3.1.11.1 Prior to submission of any Submittals, the Design-Builder shall prepare a Submittal schedule, and shall submit the schedule for the Owner’s review. The Submittal schedule shall (1) be coordinated with the Design- Builder’s schedule provided in Section 3.1.9.1, (2) allow the Owner reasonable time to review Submittals, and (3) be periodically updated to reflect the progress of the Work. If the Design-Builder fails to submit a Submittal schedule, the Design-Builder shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of Submittals.

§ 3.1.11.2 All Submittals provided by Design-Builder shall be stamped that they have been reviewed by the Design- Builder and meet the requirements of the Contract. By providing Submittals, the Design-Builder represents to the Owner that it has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so and (3) checked and coordinated the information contained within such Submittals with the requirements of the Work and of the Contract.

§ 3.1.11.3 The Design-Builder shall perform no portion of the Work for which the Contract require Submittals until the Owner has approved the respective Submittal.

§ 3.1.11.4 The Work shall be in accordance with approved Submittals except that the Design-Builder shall not be relieved of its responsibility to perform the Work consistent with the requirements of the Contract. The Work may deviate from the Contract only if the Design-Builder has notified the Owner in writing of a deviation from the Contract at the time of the Submittal and a written amendment to the Contract is executed authorizing the identified deviation.

The Design-Builder shall not be relieved of responsibility for errors or omissions in Submittals by the Owner’s approval of the Submittals.

§ 3.1.11.5 All professional design services or certifications to be provided by the Design-Builder, including all drawings, calculations, specifications, certifications, shop drawings and other Submittals, shall contain the signature and seal of the licensed design professional preparing them. Submittals related to the Work designed or certified by the licensed design professionals, if prepared by others, shall bear the licensed design professional’s written approval.

The Owner and its consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals.

§ 3.1.12 Warranty.

§ 3.1.12.1 Warranty for Pre-Construction Work. The Design-Builder warrants to the Owner that it will exercise that degree of care and skill ordinarily exercised by members of the same profession and shall perform the Work using reasonable skill and judgment in accordance with sound business, ethical and professional standards.

§ 3.1.12.2 Warranty for Construction Work. The Design-Builder warrants to the Owner that materials and equipment furnished under the Contract will be of good quality and new unless the Contract requires or permits otherwise. The Design-Builder further warrants that all construction Work performed following the incorporation of the Design-Build Exhibit into the Contract will conform to the requirements of the Contract and will be free from defects for a period of 1 year from Substantial Completion (as defined herein) of the applicable portion of the Work.

Work, materials, or equipment not conforming to these requirements may be considered defective. The Design- Builder’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by or through the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment.

§ 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees.

§ 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall indemnify and hold the Owner and its separate contractors and consultants harmless from loss on account thereof. If

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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 the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt written notice to the Design-Builder.

§ 3.1.14 Indemnification § 3.1.14.1 The Design-Builder agrees to indemnify, hold harmless, assume legal liability for, save and defend the Owner, its officers, employees, contractors, consultants, elected and appointed officials, and representatives (collectively, “Indemnified Parties”) from and against any and all claims, liens, suits, actions, damages, liability, assertions of liability, losses, costs and expenses in law or in equity, of every kind and nature whatsoever, (collectively, “Claims”), whether or not a lawsuit is filed, including but not limited to costs, expenses and attorneys’ and experts’ fees at trial and on appeal and Claims for bodily injury or death of persons and or damage to property, which Claims may occur or be alleged to have occurred by or on account of or arising out of (i) the negligence, recklessness, or intentional wrongful misconduct of the Design-Builder and its employees, Engineer, Consultants, Contractors, and their agents and employees, and other persons or entities retained by the Design-Builder in the performance of the Contract; or (ii) the failure of the Design-Builder and its employees, Engineer, Consultants, Contractors, and their agents and employees, and other persons or entities retained by the Design-Builder to comply with applicable Laws arising out of the Contract; or (iii) any act, omission, or default of the Design-Builder and its employees, Engineer, Consultants, Contractors, and their agents and employees, and other persons or entities retained by the Design-Builder arising from performance of the Contract.

§ 3.1.14.2 The Owner will promptly notify the Design-Builder of any Claims against the Indemnified Parties. The Design-Builder shall have the right to control the defense of any Claims subject to the foregoing indemnification to the extent of the indemnification. The Design-Builder also shall have the right to settle any such Claims provided that the Design-Builder pays the entire amount of such settlement and there is no finding of fault against the Indemnified Parties.

§ 3.1.14.3 The Design-Builder’s indemnifications obligations are independent of, and will not be limited by, any insurance required to be obtained by the Design-Builder to the Contract or otherwise obtained by the Design-Builder.

§ 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Each agreement for a portion of the Work is assigned by the Design-Builder to the Owner, at the Owner’s sole discretion, provided that

.1 assignment is effective only after termination of the Contract by the Owner for cause, pursuant to Section 13.2.2, and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Engineer, Consultants, and Contractors whose agreements are accepted for assignment; and

.2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract.

When the Owner accepts the assignment of an agreement, the Owner assumes the Design-Builder’s rights and obligations under the agreement.

§ 3.1.15.2 Intentionally Left Blank.

§ 3.1.15.3 Upon such assignment to the Owner under this Section 3.1.15, the Owner may further assign the agreement to a successor design-builder or other entity.

§ 3.1.16 Design-Builder’s Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Exhibit B.

ARTICLE 4 OBLIGATIONS OF DESIGN-BUILDER RELATED TO PRE-CONSTRUCTION WORK

§ 4.1 General § 4.1.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose of facilitating the design process and shall not modify the Owner’s Criteria unless the Owner and Design- Builder execute a Modification.

§ 4.1.2 The Design-Builder shall advise the Owner on proposed site use and improvements, selection of materials, and building systems and equipment. The Design-Builder shall also provide the Owner with recommendations, consistent with the Owner’s Criteria, on constructability; availability of materials and labor; time requirements for

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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 procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions.

§ 4.2 Evaluation of the Owner’s Criteria § 4.2.1 The Design-Builder shall schedule and conduct meetings with the Owner and any other necessary individuals or entities to discuss and review the Owner’s Criteria as set forth in Section 1.1. The Design-Builder shall thereafter again meet with the Owner to discuss a preliminary evaluation of the Owner’s Criteria. The preliminary evaluation shall address possible alternative approaches to design and construction of the Project and include the Design- Builder’s recommendations, if any, with regard to accelerated or fast-track scheduling, procurement, or phased construction. The preliminary evaluation shall consider cost information, constructability, and procurement and construction scheduling issues.

§ 4.2.2 After the Design-Builder meets with the Owner and presents the preliminary evaluation, the Design-Builder shall provide a written report to the Owner, summarizing the Design-Builder’s evaluation of the Owner’s Criteria.

The report shall also include

.1 allocations of program functions, detailing each function and their square foot areas;

.2 a preliminary estimate of the Cost of the Work, and, if necessary, recommendations to adjust the Owner’s Criteria to conform to the Owner’s budget; and

.3 a preliminary schedule, which shall include proposed design milestones; dates for receiving additional information from, or for work to be completed by, the Owner; anticipated date for the Design-Builder’s Proposal(s); and dates of periodic design review sessions with the Owner.

§ 4.2.3 The Owner shall review the Design-Builder’s written report and, if acceptable, provide the Design-Builder with written consent to proceed to the development of the Preliminary Design as described in Section 4.3. The consent to proceed shall not be understood to modify the Owner’s Criteria unless the Owner and Design-Builder execute a Modification.

§ 4.3 Design and Other Services § 4.3.1 The detailed design and other services to be performed and provided by the Design-Builder for the Project, including the preliminary schedule for such services, are set forth in Exhibit C.

§ 4.3.2 At a time mutually agreed upon in writing by the Owner and Design-Builder, the Design-Builder shall prepare Design-Builder’s Proposal(s) with a Guaranteed Maximum Price for the Owner’s review and acceptance.

§ 4.4 Design-Builder’s Proposal(s) § 4.4.1 The Design-Builder shall prepare and submit the Design-Builder’s Proposal(s) to the Owner. The Design- Builder’s Proposal(s) shall include the following:

.1 A list of Drawings (to be identified in Design-Build Exhibit), Specifications (to be identified in the Design-Build Exhibit) and other information, including the Design-Builder’s clarifications, assumptions and deviations from the Owner’s Criteria, upon which the Design-Builder’s Proposal(s) is based;

.2 A statement of the proposed Guaranteed Maximum Price, including a statement of the Cost of the Work organized by trade categories or systems, allowances, contingencies (including Design-Builder’s and Owner’s contingencies), insurance, bonds, and Design-Builder’s Fee;

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

.4 A date by which the Owner must accept the Design-Build Proposal(s); provided however that the Owner’s acceptance of the Design-Build Proposal(s) is subject to the St. Petersburg City Council’s approval of the Design-Build Exhibit or an amendment thereto;

.5 The Design-Builder shall supply any additional information reasonably requested by Owner to allow the Owner to fully evaluate the proposed Guaranteed Maximum Price. Such information shall include utilization of Small Businesses, apprentices and disadvantaged workers, along with the payment of a responsible wage;

.6 An enumeration of any qualifications and exclusions, if applicable; and

.7 A list of the Design-Builder’s key personnel, Contractors and suppliers.

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

§ 4.4.2 Submission of the Design-Builder’s Proposal(s) shall constitute a representation by the Design-Builder that it has visited the site and is familiar with local conditions under which the Work is to be completed. Familiarity with the site and local conditions includes, without limitation, (1) the condition and layout of the Project site and surrounding locale (2) available labor supply and costs (3) available subcontractors and suppliers (4) the prevailing climate, including the impact on construction operations of rain and other weather events, based upon averages documented by the National Weather Service (5) available material and equipment and related costs and (6) other similar issues.

Design-Builder shall make no claim whatsoever for additional time or money arising from its failure to comply with this Section 4.4.2.

§ 4.4.3 The Owner shall notify the Design-Builder in writing when the Owner has accepted the Design-Build Proposal(s) and once accepted the Owner shall begin preparing, or amending, as applicable, the Design-Build Exhibit.

Following approval of the Design-Build Exhibit by the St. Petersburg City Council, the Owner and the Design Builder shall execute an amendment to the Contract incorporating such Design-Build Exhibit into the Contract.

ARTICLE 5 OBLIGATIONS OF DESIGN-BUILDER RELATED TO CONSTRUCTION WORK

§ 5.1 Intentionally Left Blank

§ 5.2 Construction § 5.2.1 Commencement. Construction shall not commence prior to incorporation of the Design-Build Exhibit into the Contract.

§ 5.2.2 Intentionally Left Blank.

§ 5.2.3 The Design-Builder shall supervise and direct the Work, using the Design-Builder’s best skill and attention.

The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Design-Build Documents give other specific instructions concerning these matters.

§ 5.2.4 The Design-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work.

§ 5.3 Labor and Materials § 5.3.1 Unless otherwise provided in the Contract, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the Work.

§ 5.3.2 When a material or system is specified in the Contract, the Design-Builder may make substitutions only in accordance with Article 6.

§ 5.3.3 The Design-Builder shall enforce strict discipline and good order among the Design-Builder’s employees and other persons carrying out the Work. The Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them.

§ 5.4 Taxes The Design-Builder shall pay sales, consumer, use and similar taxes, for the Work provided by the Design-Builder, that are legally enacted when the Contract is executed, whether or not yet effective or merely scheduled to go into effect. The Design-Builder shall coordinate with the Owner regarding the implementation of the Owner’s Direct Purchase Tax Savings Program set forth in Exhibit D.

§ 5.5 Permits, Fees, Notices and Compliance with Laws § 5.5.1 Unless otherwise provided in the Contract, the Design-Builder shall secure and pay for the building permit as well as any other permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Work and Substantial Completion of the Project.

§ 5.5.2 The Design-Builder shall comply with and give notices required by applicable Laws applicable to performance of the Work.

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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

§ 5.5.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract or

(2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract, the Design- Builder shall promptly provide written notice to the Owner before conditions are disturbed and in no event later than seven (7) days after first observance of the conditions. The Owner will promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design-Builder’s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Owner determines that the conditions at the site are not materially different from those indicated in the Contract and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder in writing, stating the reasons. If the Design-Builder disputes the Owner’s determination or recommendation, the Design-Builder may proceed as provided in Article 6.

§ 5.5.4 If, in the course of the Work, the Design-Builder encounters human remains, or recognizes the existence of burial markers, archaeological sites, or wetlands, not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design-Builder shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 14.

§ 5.6 Allowances § 5.6.1 The Design-Builder shall include in the Contract Sum all allowances stated in the Contract. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection.

§ 5.6.2 Unless otherwise provided in the Contract, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts;

.2 the Design-Builder’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts, shall be included in the Contract Sum but not in the allowances; and

.3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 5.6.2.1 and (2) changes in Design-Builder’s costs under Section 5.6.2.2.

§ 5.6.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection.

§ 5.7 Key Personnel, Contractors and Suppliers § 5.7.1 The Design-Builder shall not employ personnel, or contract with Contractors or suppliers to whom the Owner has made reasonable and timely objection. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has made reasonable and timely objection.

§ 5.7.2 If the Design-Builder changes any of the personnel, Contractors or suppliers identified in the Design-Build Proposal, the Design-Builder shall notify the Owner and provide the name and qualifications of the new personnel, Contractor or supplier. The Owner may reply within 14 days to the Design-Builder in writing, stating (1) whether the Owner has reasonable objection to the proposed personnel, Contractor or supplier or (2) that the Owner requires additional time to review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection.

§ 5.7.3 Except for those persons or entities already identified or required in the Design-Build Proposal, the Design- Builder, as soon as practicable after incorporation of the Design-Build Exhibit into the Contract, shall furnish in writing to the Owner the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Owner may reply within 14 days

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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 to the Design-Builder in writing stating (1) whether the Owner has reasonable objection to any such proposed person or entity or (2) that the Owner requires additional time for review. Failure of the Owner to reply within the 14-day period shall constitute notice of no reasonable objection.

§ 5.7.3.1 If the Owner has reasonable objection to a person or entity proposed by the Design-Builder, the Design- Builder shall propose another to whom the Owner has no reasonable objection. If the rejected person or entity was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute person or entity’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Design-Builder has acted promptly and responsively in submitting names as required.

§ 5.8 Documents and Submittals at the Site The Design-Builder shall maintain at the site for the Owner one copy of the Design-Build Documents and a current set of the construction documents, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Submittals. The Design-Builder shall deliver these items to the Owner in accordance with Section 9.10.2 as a record of the Work as constructed.

§ 5.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable Laws, and the Contract, and shall not unreasonably encumber the site with materials or equipment.

§ 5.10 Cutting and Patching The Design-Builder shall not cut, patch or otherwise alter fully or partially completed construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold from the Owner or a separate contractor the Design-Builder’s consent to cutting or otherwise altering the Work.

§ 5.11 Cleaning Up § 5.11.1 The Design-Builder shall keep the site and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Design-Builder shall remove waste materials, rubbish, the Design-Builder’s tools, construction equipment, machinery and surplus materials from and about the Project.

§ 5.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so and Owner shall be entitled to reimbursement from the Design-Builder.

§ 5.12 Access to Work The Design-Builder shall provide the Owner and its separate contractors and consultants access to the Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its contractors and consultants, shall comply with while at the site.

§ 5.13 Construction by Owner or by Separate Contractors § 5.13.1 Owner’s Right to Perform Construction and to Award Separate Contracts § 5.13.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces; and to award separate contracts in connection with other portions of the Project, or other construction or operations on the site, under a separate contract with certain terms and conditions identical or substantially similar to this Contract. The Owner shall notify the Design-Builder promptly after execution of any separate contract. If the Design-Builder claims that delay or additional cost is involved because of such action by the Owner, the Design- Builder shall make a Claim as provided in Article 14.

§ 5.13.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term “contractor” shall mean, in each case, the individual or entity that executes each separate agreement with the Owner.

§ 5.13.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces, and of each separate contractor, with the Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Design-Builder shall

AIA Document A141™ – 2014. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 15:09:39 ET on 09/10/2020 under Order No.7490429430 which expires on 09/10/2021, 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.