AIA_A141_Desgin-Build_Agreement_00807830_DRAFT.pdf

D R A F T

DRAFT AIA

Document A141® – 2024

Standard Form of Agreement Between Owner and Design-Builder for a Traditional Design-Build Project

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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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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.

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Consultation with an attorney is encouraged with respect to its completion or modification.

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Project is located.

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AGREEMENT made as of the _________ day of ________________ in the year 20____

BETWEEN the Owner:

and the Design-Builder:

for the following Project:

The Owner and Design-Builder agree as follows.

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 COMPENSATION AND PROGRESS PAYMENTS

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

4 WORK PRIOR TO INCORPORATION OF THE DESIGN-BUILD AMENDMENT EXHIBIT INTO THE CONTRACT

5 WORK FOLLOWING INCORPORATION OF THE DESIGN-BUILD AMENDMENT EXHIBIT INTO THE CONTRACT

6 CHANGES IN THE WORK

7 OWNER’S RESPONSIBILITIES

8 TIME

9 PAYMENT APPLICATIONS AND PROJECT COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 INSURANCE AND BONDS

12 UNCOVERING AND CORRECTION OF CONSTRUCTION WORK

13 COPYRIGHTS AND LICENSES

14 TERMINATION OR SUSPENSION

15 CLAIMS AND DISPUTES

16 MISCELLANEOUS PROVISIONS

17 SCOPE OF THIS AGREEMENT

TABLE OF EXHIBITS

A INSURANCE AND BONDS

B DESIGN-BUILD AMENDMENT EXHIBIT

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

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

D OWNER’S DIRECT PURCHASE TAX SAVINGS PROGRAM

E DESIGN-BUILD PROPOSAL

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:

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

Design Criteria Package

§ 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 Design Services (including Additional Design Services) and other services performed prior to incorporation of the Design-Build Amendment Exhibit into the Contract will not exceed the amount identified in Section 2.1.1.

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

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

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

.1 Engineer

.2 Subcontractors will be identified in the Design-Build Proposal.

.3 Consultants

§ 1.1.9 Intentionally Left Blank.

§ 1.1.10 Intentionally Left Blank.

§ 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 The Design-Builder identifies the following representative in accordance with Section 3.1.2:

§ 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.

§ 1.3 Dispute Resolution

§ 1.3.1 Intentionally Left Blank.

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

§ 1.3.2 Binding Dispute Resolution. For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3, the method of binding dispute resolution shall be litigation in a court of competent jurisdiction.

§ 1.4 Definitions § 1.4.1 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.

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

§ 1.4.3 Consultant. A Consultant is a person or entity providing 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. If the Consultant provides professional services, the Consultant shall be lawfully licensed to provide such services, as required by the applicable jurisdiction.

§ 1.4.4 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.

§ 1.4.5 Contract Sum. The Contract Sum is the amount to be paid to the Design-Builder for performance of the Work after incorporation of the Design-Build Amendment Exhibit into the Contract, as defined in the Design-Build Amendment Exhibit. The Contract Sum may also include the amount to be paid to Design-Builder for Early Release Work pursuant to Section 5.2.2.3.

§ 1.4.6 Contract Time. Unless otherwise provided, the Contract Time is the period of time identified in the Design- Build Amendment Exhibit, measured from the date for commencement of the Construction Work, including authorized adjustments, established as the period for the Design-Builder to achieve Substantial Completion of the Work.

§ 1.4.7 Subcontractor. A Subcontractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. Each Subcontractor shall be lawfully licensed, if required in the jurisdiction where the Project is located.

§ 1.4.8 Cost of the Work. The Cost of the Work includes all costs reasonably incurred by the Design-Builder in the proper performance of the Work as described in Article B.6 of the Design-Build Amendment Exhibit.

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

§ 1.4.10 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder (hereinafter, this Agreement), other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Each exhibit to this Agreement, including attachments thereto and materials referenced in an exhibit or attachment, is an essential part hereof and is incorporated herein by reference. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment Exhibit or (2) a Change Order. The Design-Build Documents will also include the Drawings, Specifications, and other documents listed in the Design-Build Amendment Exhibit. In the event of an inconsistency or conflict between or among the documents referenced herein, the following order of precedence shall govern:

(i) Modifications, exclusive of exhibits (ii) this Agreement, exclusive of its exhibits; (iii) each exhibit containing a Guaranteed Maximum Price proposal submitted by Design-Builder and accepted by the Owner; (iv) the other exhibits;

and (v) all other Design-Build Documents. Any inconsistency or conflict between all other Design-Build Documents shall be initially resolved by the Owner after consulting with the Design-Builder, with Design-Builder reserving all rights to dispute such resolution under Article 14.

§ 1.4.11 Design-Builder. The Design-Builder is the person or entity identified as such in this 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.

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

§ 1.4.12 Work. “Work” means the (a) services required of the Design-Builder prior to the incorporation of the Design- Build Amendment Exhibit into the Contract, (b) Design Services (including Additional Design Services), and (c) Construction Work, whether fully or partially completed, and includes all labor, materials, equipment, and services.

The Work may constitute the whole or a part of the Project.

§ 1.4.12.1 Design Services. “Design Services” are the professional services, including those services that are rendered by architects and engineers, which are required to fulfill the Design-Builder’s obligations under the Contract. Design Services do not include professional or other services necessary to support Construction Work which are provided by Subcontractors engaged by the Design-Builder. Any Design Services provided after incorporation of the Design-Build Exhibit Amendment into the Contract are referred to throughout this Agreement as “Additional Design Services.”

§ 1.4.12.2 Construction Work. “Construction Work” is the construction, and services to support construction, required by the Contract, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Design-Builder to fulfill the Design-Builder’s obligations under the Contract.

§ 1.4.13 Early Release Work. “Early Release Work” is a limited, predetermined portion of the Project or scope of the Work that the Owner authorizes the Design-Builder to commence before the Design-Build Amendment Exhibit is incorporated into the Contract.

§ 1.4.14 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, Subcontractors, Engineer, or Consultants under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, Specifications, digital models, and other similar materials. 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.

§ 1.4.15 Notice § 1.4.15.1 Unless and to the extent otherwise provided in the Contract, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other shall be in writing and shall be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested, or upon the date delivered by overnight courier (signature required) to the address provided in the Contract. Either party may change its authorized representative or address for receipt of notices by providing the other with written notice of such change. The change shall become effective five (5) days after receipt by the non-changing party of the written notice of change. Unless otherwise agreed to by the Owner and Design-Builder in writing, electronic submission of notices does not relieve either party of the requirement to provide notice in writing as required in this Section. Written notice as required herein is a non-waivable condition precedent to applicable contractual remedies.

§ 1.4.16 Owner. The Owner is the person or entity identified as such in this 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.

§ 1.4.17 The Project. The Project is comprised of all design and construction, of which the Work performed under the Contract may be the whole or a part and may include design and construction by the Owner and by Separate Contractors.

§ 1.4.18 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 requires Submittals.

Submittals consist of Shop Drawings, Product Data, and Samples.

§ 1.5 Owner’s Criteria. The Owner and Design-Builder shall confirm that the information included in the Owner’s Criteria set forth in Article 1 complies with applicable Laws. If the Owner’s Criteria conflicts with applicable Laws, the Design-Builder shall notify the Owner of the conflict. If the Owner’s Criteria materially changes after execution of this Agreement, the Owner and the Design-Builder shall execute a Modification in accordance with Article 6, and the Owner shall adjust the Owner’s budget in Section 1.1.6 and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Owner’s Criteria.

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS

§ 2.1 Compensation for Work Prior To Incorporation of Design-Build Amendment Exhibit into the Contract or Additional Design Services

§ 2.1.1 For the Design-Builder’s performance of Work prior to the incorporation of the Design-Build Amendment Exhibit into the Contract, 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 Work 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 hourly billing rates for services of the Design-Builder and the Design-Builder’s Engineer, Consultants, and Subcontractors, if any, are set forth in Exhibit C.

§ 2.1.3 Intentionally Left Blank.

§ 2.1.4 Additional Services

§ 2.1.4.1 Intentionally Left Blank.

§ 2.1.4.2 Intentionally Left Blank.

§ 2.1.4.3 Intentionally Left Blank.

§ 2.1.4.4 Intentionally Left Blank.

§ 2.1.4.5 Compensation for Additional Services. If the Owner authorizes the Design-Builder to perform (i) additional services not identified in Appendix C prior to incorporation of the Design-Build Amendment Exhibit into the Contract or (ii) Additional Design Services after incorporation of the Design-Build Amendment Exhibit into the Contract, the Owner shall compensate the Design-Builder for such additional services at the cost and fees identified in Exhibit C for such services.

2.1.4.6 For additional services not identified in Appendix C to be added prior to incorporation of the Design-Build Amendment Exhibit into the Contract the Owner and the Design-Builder shall, if applicable: (i) execute a written amendment to the Contract reflecting any additional services being added to Appendix C, or (ii) execute a written amendment to the Contract reflecting any increase in the not-to-exceed amount set forth in Section 2.1.1.

2.1.4.7 Additional Design Services to be performed after incorporation of the Design-Build Amendment Exhibit into the Contract must be agreed to in writing by the Owner. Such Additional Design Services will be compensated as part of the Cost of the Work through contingency in accordance with Section § B.3.1.9 of AIA Document A141–2024, Exhibit B: Design-Build Amendment Exhibit.

§ 2.1.5 Payments to the Design-Builder for Work Not Included in the Contract Sum § 2.1.5.1 Unless otherwise agreed, Design-Builder shall invoice the Owner monthly for Work performed prior to incorporation of the Design-Build Exhibit into 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.

§ 2.2 Payment for Early Release Work For the Design-Builder’s performance of Early Release Work, the Owner shall pay the Design-Builder in accordance with the authorization for the Early Release Work, unless otherwise agreed to by the parties.

§ 2.3 Compensation for Work Performed After Incorporation of Design-Build Amendment Exhibit into the Contract § 2.3.1 For the Design-Builder’s performance of Work after incorporation of the Design-Build Amendment Exhibit into the Contract, the Owner shall pay to the Design-Builder the Contract Sum as set forth in Article 9 and the Design- Build Amendment Exhibit.

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

§ 2.3.2 Liquidated Damages The parties agree that it would be extremely difficult and impractical under known and anticipated facts and circumstances to ascertain and fix the actual damages Owner would incur if Design-Builder does not achieve timely Substantial Completion. Therefore, the Design-Builder and its surety shall be liable for and shall pay to the Owner the sums hereafter stipulated as fixed, agreed and acknowledged as reasonable liquidated damages, not as a penalty, for each calendar day of delay until the Construction Work is substantially complete in the aggregate amount of ___________ ($________) per calendar day. The liquidated damages shall be capped at One Hundred Percent (100%) of the Design-Builder’s Fee. These liquidated damages shall be the Owner’s sole and exclusive remedy for the Design- Builder’s delay of the Work.

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.

§ 3.1.4 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.

§ 3.1.4.1 Neither the Design-Builder nor any Subcontractor, 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.

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

§ 3.1.6 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.

§ 3.1.7 The Design-Builder shall furnish the services of the Engineer, Consultants, Subcontractors, and suppliers identified in Article 1 or otherwise required to fulfill its obligations under the Contract. The Owner understands and agrees that the services of such parties are performed in the sole interest of, and for the exclusive benefit of, the Design- Builder. When applicable Laws require that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified and licensed professionals.

§ 3.1.8 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.

§ 3.1.9 Progress Reports § 3.1.9.1 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 Requests for information to be provided by the Owner, including those that are outstanding;

.5 Approved Change Orders;

.6 Pending Change Order status reports;

.7 Tests and inspection reports;

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

.8 Status report of Work rejected by the Owner;

.9 Status of submissions and approvals required by authorities having jurisdiction over the Project;

.10 Status of Claims previously submitted in accordance with Article 15;

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

.12 Current Project cash-flow and forecast reports;

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

.14 Contingency log to include pending and authorized requests; and

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

§ 3.1.10 Design-Builder’s Schedule § 3.1.10.1 The Design-Builder, promptly after execution of this Agreement, shall prepare and submit for the Owner’s information a Project schedule for the Work. The Project schedule shall (1) include the time required for design and construction, (2) not exceed time limits currently under the Contract, (3) be revised with each Application for Payment as required by the conditions of the Work and Project, (4) be related to the entire Project to the extent required by the Contract, (5) provide for expeditious and practicable execution of the Work, (6) include allowances for periods of time required for the Owner’s review and (7) include allowances for approval of submissions by authorities having jurisdiction over the Project.

§ 3.1.10.2 The Design-Builder shall perform the Work in general accordance with the most recent Project schedule accepted by the Owner.

§ 3.1.11 Standard of Care § 3.1.11.1 The Design-Builder shall perform (a) services required of the Design-Builder prior to the incorporation of the Design-Build Amendment Exhibit into the Contract, and (b) Design Services (including Additional Design Services) consistent with the degree of skill and care ordinarily provided by members in the same profession and shall perform all such Work using reasonable skill and judgment in accordance with sound business, ethical, and professional standards.

§ 3.1.12 Warranty The Design-Builder warrants to the Owner that the Construction Work furnished under the Contract will be of good quality and new unless the Contract requires or permits otherwise. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Design-Builder further warrants that the Construction Work will conform to the requirements of the Contract and will be free from defects for a period of 1 year from Substantial Completion of the applicable portion of the Work. Construction Work 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 materials, equipment, or construction not executed by or through the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage.

§ 3.1.13 Royalties, Patents and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees for designs, processes, or products, required by the Contract.

§ 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 Indemnified Parties and the Owner’s Separate Contractors and consultants harmless from loss on account thereof. If 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 To the fullest extent permitted by law, 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, Subcontractors, 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, Subcontractors, and their agents and employees, and other persons or entities retained by the

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

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, Subcontractors, 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 indemnification obligations are independent of, and will not be limited by, any insurance required to be obtained by the Design-Builder pursuant 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 Sections 14.1.4 or 14.2.2 and only for those agreements that the Owner accepts by written notification to the Design-Builder and the Engineer, Consultants, and Subcontractors 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

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 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’s insurance and bonding requirements are set forth in Article 11.

ARTICLE 4 WORK PRIOR TO INCORPORATION OF THE DESIGN-BUILD AMENDMENT EXHIBIT INTO THE

CONTRACT

§ 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 and make recommendations to the Owner on proposed site use and improvements, selection of materials, building systems, and equipment, and temporary Project facilities. 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 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 visit the Project site to become generally familiar with local conditions under which the Work is to be performed.

§ 4.2.2 The Design-Builder shall schedule and conduct meetings with the Owner and other necessary individuals or entities to discuss and review the Owner’s Criteria as set forth in Section 1.1 and to prepare the report to the Owner required in Section 4.2.3.

§ 4.2.3 The Design-Builder shall prepare and submit a written report to the Owner, summarizing the Design-Builder’s evaluation of the Owner’s Criteria. The report shall also include:

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

.1 A description of local conditions under which the Work is to be performed, including conditions that may affect performance of the Work;

.2 Illustrations depicting the scale and relationship of the Project components, including possible alternative approaches to design and construction of the Project;

.3 Allocations of program functions, detailing each function and their square foot areas, and, if necessary, recommendations to adjust the Owner’s Criteria to conform to the Owner’s program functions;

.4 Recommendations, if any, with regard to accelerated or fast-track scheduling, procurement, or phased construction;

.5 A preliminary estimate of the Contract Sum, and, if necessary, recommendations to adjust the Owner’s Criteria to conform to the Owner’s budget for the Work;

.6 A preliminary estimate of the compensation for Design Services to be performed after incorporation of the Design Build Amendment Exhibit into the Contract;

.7 An evaluation of the compliance of the Owner’s Criteria with applicable Laws, and, if necessary, recommendations to adjust the Owner’s Criteria to conform with applicable Laws;

.8 A Project schedule, which shall include proposed dates for (i) design milestones; (ii) receiving additional information from, or for work to be completed by, the Owner; (iii) submission of the Design- Builder’s Proposal; (iv) the Owner’s review and approval of Design Phase submissions; and (v) review and approval of submissions by authorities having jurisdiction;

.9 If necessary, recommendations to adjust the Owner’s Criteria to conform to the Owner’s schedule; and

.10 An evaluation of cost information, constructability, and procurement and construction scheduling issues.

§ 4.2.4 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.

§ 4.2.5 If the Owner’s consent granted pursuant to Section 4.2.4 includes any changes to the Owner’s Criteria, then the Owner and the Design-Builder shall execute a Modification pursuant to Article 6.

§ 4.3 Preliminary Design § 4.3.1 Upon the Owner’s issuance of a written consent to proceed under Section 4.2.4, the Design-Builder shall prepare and submit a Preliminary Design to the Owner. The Preliminary Design shall include a report identifying any deviations from the Owner’s Criteria, and shall include the following:

.1 Confirmation of the allocations of program functions;

.2 Site plan;

.3 Building plans, sections, and elevations;

.4 Structural system;

.5 Selections of major building systems, including but not limited to mechanical, electrical, and plumbing systems; and

.6 Outline specifications or sufficient drawing notes describing construction materials.

The Preliminary Design may include some combination of physical study models, perspective sketches, or digital modeling.

§ 4.3.2 The Owner shall review the Preliminary Design and, if acceptable, provide the Design-Builder with written consent to proceed to development of the Design-Builder’s Proposal. The Preliminary Design shall not modify the Owner’s Criteria unless the Owner and Design-Builder execute a Modification.

§ 4.4 Design-Builder’s Proposal § 4.4.1 Upon the Owner’s issuance of a written consent to proceed under Section 4.3.2, the Design-Builder shall prepare and submit the Design-Builder’s Proposal to the Owner with a written statement of its basis, which shall include the following:

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

.2 A list of all Submittals that will be submitted to the Owner in accordance with Section 5.3.2;

.3 A list of the clarifications and assumptions made by the Design-Builder in the preparation of the Design-Builder’s Proposal, including any deviations from the Owner’s Criteria;

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

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

.5 The Design-Builder’s Project schedule for the Work, including showing the anticipated date of Substantial Completion for the Construction Work upon which the Design-Builder’s Proposal is based;

.6 A list of the Design-Builder’s key personnel, Subcontractors, and suppliers;

.7 A date by which the Owner must accept the Design-Builder’s Proposal; provided, however, that the Owner’s acceptance of the Design-Build Proposal is subject to the St. Petersburg City Council’s acceptance of the Design-Build Proposal;

.8 The Design-Builder shall supply any additional information reasonably requested by Owner to allow the Owner to fully evaluate the proposed Guaranteed Maximum Price, which information shall include utilization of Small Business Enterprises (SBEs);

.9 Additional Design Services to be performed after incorporation of the Design-Build Amendment Exhibit into the Contract;

.10 Early Release Work, if any; and

.11 An enumeration of any qualifications and exclusions, if applicable.

§ 4.4.2 The Design-Builder shall meet with the Owner to review the Design-Builder’s Proposal. In the event that the Owner discovers any inconsistencies or inaccuracies in the information presented, the Owner shall promptly notify the Design-Builder, who shall make appropriate adjustments to the Design-Builder’s Proposal, its basis, or both.

§ 4.4.3 Submission of the Design-Builder’s Proposal 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 4.4.3.

§ 4.5 Design-Build Amendment Exhibit § 4.5.1 The Owner shall notify the Design-Builder in writing when the Owner has accepted the Design-Build Proposal and once accepted the Owner shall begin preparing, or amending, as applicable, the Design-Build Amendment Exhibit.

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

§ 4.5.2 The Design-Builder shall not incur any cost to be paid as part of the Contract Sum prior to the incorporation of the Design-Build Amendment Exhibit into the Contract, unless the Owner provides prior written authorization for all associated costs.

§ 4.5.3 Any agreement to commence Early Release Work will not waive the Owner’s right to reject the Design- Builder’s Proposal.

ARTICLE 5 WORK FOLLOWING INCORPORATION OF THE DESIGN-BUILD AMENDMENT EXHIBIT INTO THE

CONTRACT

§ 5.1 Construction Documents § 5.1.1 Upon incorporation of the Design-Build Amendment Exhibit into the Contract, the Design-Builder shall prepare or provide Construction Documents. The Construction Documents shall establish the quality levels of materials and systems required. The Construction Documents shall be consistent with the Contract.

§ 5.1.2 The Design-Builder shall provide the Construction Documents to the Owner for the Owner’s information. If the Owner discovers any deviations between the Construction Documents and the Contract, the Owner shall promptly notify the Design-Builder of such deviations in writing. The Construction Documents shall not modify the Contract unless the Owner and Design-Builder execute a Modification. The failure of the Owner to discover any such deviations shall not relieve the Design-Builder of the obligation to perform the Work in accordance with the Contract.

§ 5.2 Construction Work § 5.2.1 Commencement. Except for any Early Release Work described in Section 5.2.2, the date of commencement of the Construction Work will be the date identified in the Design-Build Amendment Exhibit.

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AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. 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 draft was produced at 14:18:59 ET on 02/10/2025 under Order No.4104245379 which expires on 02/28/2025, 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-

§ 5.2.2 Early Release Work § 5.2.2.1 The Design-Builder shall prepare, for the Owner’s review and acceptance, a procurement proposal for Early Release Work which includes (a) portions of the Design Services or Construction Work that will be issued for procurement and construction in advance of the incorporation of the Design-Build Amendment Exhibit into the Contract, and (b) materials or equipment that must be procured prior to incorporation of the Design-Build Amendment Exhibit into the Contract.

§ 5.2.2.2 If the Owner accepts the Design-Builder’s procurement proposal for Early Release Work, the Design-Builder shall prepare, for the Owner’s review and acceptance, an authorization to proceed with Early Release Work describing the scope, schedule for performance, compensation, payments, retainage, insurance and bonds, and other terms and conditions applicable to procurement and performance of the Early Release Work. The Design-Builder has no obligation to commence procurement and performance of Early Release Work until the Owner and Design-Builder execute such authorization.

§ 5.2.2.3 Following execution of the authorization, the Design-Builder shall expedite and coordinate the procurement and performance of Early Release Work in accordance with this Agreement and such authorization. Following incorporation of the Design-Build Amendment Exhibit into the Contract, compensation for the Early Release Work shall be included in the Contract Sum and the time for performing the Early Release Work shall be included in the Contract Time.

§ 5.2.2.4 Early Procurement of Materials or Equipment by Owner § 5.2.2.4.1 If the Owner agrees based on Design-Builder’s evaluation pursuant to Section 4.2 or if the Owner otherwise determines that any materials or equipment should be procured prior to incorporation of the Design-Build Amendment Exhibit into the Contract, the Design-Builder shall prepare, for the Engineers’ review and the Owner’s acceptance, a procurement schedule for items to be ordered in prior to incorporation of the Design-Build Amendment Exhibit into the Contract. The Design-Builder shall expedite and coordinate the ordering and delivery of such materials or equipment. The Owner or the Design-Builder shall procure the items on terms and conditions either reviewed by the Design-Builder if items will be purchased directly by the Owner, or approved by the Owner if items will be purchased by the Design-Builder. The Design-Builder shall coordinate with the Owner regarding implementation of the Owner’s Direct Purchase (“ODP”) Tax Saving Program set forth in Exhibit D for any items that will be purchased directly by the Owner pursuant to that ODP program. If the Owner directly purchases items for the Project, the Owner shall assign all contracts for these items to the Design-Builder, and the Design-Builder shall thereafter accept responsibility for them. The Design-Builder’s obligations related to items procured prior to incorporation of the Design-Build Amendment Exhibit into the Contract are the same as the Design-Builder’s obligations related to items procured after incorporation of the Design-Build Amendment Exhibit into the Contract, including but not limited to those obligations identified in Sections 5.7, 5.16, 10.2, and 12.2.

§ 5.2.3 Supervision. The Design-Builder shall supervise and direct the Construction 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 Construction Work under the Contract, unless the Contract provides other specific instructions concerning these matters.

§ 5.3 Submittals § 5.3.1 Submittals consist of Shop Drawings, Product Data, and Samples.

.1 Shop Drawings. Shop Drawings are drawings, diagrams, schedules, calculations, and other data specially prepared for the Construction Work by the Design-Builder or a Subcontractor, manufacturer, supplier, or distributor, to illustrate some portion of the Construction Work.

.2 Product Data. Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Design-Builder to illustrate materials or equipment for some portion of the Construction Work.

.3 Samples. Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Construction Work will be judged.

§ 5.3.1.4 Submittals are not part of the Contract unless incorporated into a…