CR232410_Backup_Exhibit E AIA A141 Exhibit A Design Build Amendment.pdf

RFP Exhibit E – AIA A141 Standard Form of

Agreement between Owner and Design-Builder, as amended, with the Design Build Amendment (A141

Exhibit A), as amended

Document A141

- 2024 Exhibit A

Design-Build Amendment

EXECUTE AT THE SAME TIME AS THE A141-2014

AGREEMENT (This is not progressive Design-Build!)

This Amendment is incorporated into the accompanying AIA Document Al4J T 2014, Standard Form of Agreement Between Owner and Design Builder dated the [insert] day of [insert] in the year 2026 (the "Agreement") (In word5, indicate day, month and year.)

for the following PROJECT:

(Name and location or address)

New Permanent Water Treatment Facility at the University of Rhode Island

THE OWNER:

(Name, legal status and address)

The State of Rhode Island, acting by and through the Department of Administration Division of Purchases One Capitol Hill, Second Floor Providence, Rhode Island 02908-5855

(401) 574-8100 (telephone)

(401) 574-8387 (facsimile)»

AND

University of Rhode Island Board of Trustees Kingston, Rhode Island 02881 on behalf of the User Agency:

The University of Rhode Island Kingston, Rhode Island 02881 ( 401) 874-1000

THE DESIGN-BUILDER:

(Name, legal status and address)

[insert]

The Owner and Design-Builder hereby amend the Agreement as follows.

ADDmONS AND DELETIONS:

The author of this document may have revised the text of the original

AIA standard form. An Additions and Deletions Report that notes revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added to or deleted from the original AIA text.

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

Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located.

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (6a7cc144964050bada972726)

TABLE OF ARTICLES

A.1 CONTRACT SUM

A.2 CONTRACT TIME

A.3 INFORMATION UPON WHICH AMENDMENT IS BASED

A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS

AND SUPPLIERS

A.5

COST OF THE WORK

ARTICLE A.1 CONTRACT SUM

§ A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Contract after the execution ofthis Amendment. The Contract Sum shall be one of the following and shall not include compensation the Owner paid the Design-Builder for Work performed prior to execution of this Amendment:

(Check the appropriate box.)

[ X ] Stipulated Sum, in accordance with Section A.1.2 below

[ ] Cost of the Work plus the Design-Builder's Fee, in accordance with Section A.1.3 below

[ ] Cost of the Work plus the Design-Builder's Fee with a Guaranteed Maximum Price, in accordance with Section A.1.4 below

(Based on the selection above, complete Section A.1.2, A.1.3 or A.1.4 below.)

§ A. 1.2 Stipulated Sum § A.1.2.1 The Stipulated Sum shall be [insert] ($ [insert]), subject to authorized adjustments as provided in the Design-Build Documents.

§ A.1.2.2 The Stipulated Sum is based upon the following alternates, if any, which are described in the Design-Build Documents and are hereby accepted by the Owner:

(State the numbers or other identification of accepted alternates. If the Owner is permitted to accept other alternates subsequent to the execution of this Amendment, attach a schedule of such other alternates showing the change in Stipulated Sum for each and the deadline by which the alternate must be accepted.)

[insert if any]

§ A

.1.2.3 Unit prices, if any:

(Identify item, state the unit price, and state any applicable quantity limitations.)

Item Units and Limitations Price per Unit ($0.00) [insert if any]

§ A.1.2.4 Buy-Out Process. Except as otherwise approved in writing by the Owner, a minimum of three (3) bids shall be solicited for each trade or other portion of the Work, including any portion of the Work that the Design-Builder may self-perform (with the Owner's prior written approval). Subcontractor and supplier solicitations shall be prepared by the Design Builder, including without limitation, trade-specific scope def initions and schedule requirements. The Design-Bu i lder shall be responsible for reviewing a11 Construction Documents included in such solicitations, so as to ensure that the Subcontractor solicitations, taken together, include all necessary construction work for the Project. The scopes of work included in the solicitations shall include all work reasonably inferable to complete the Project. The buy-out (procurement of Subcontractors and suppliers to perform or supply all portions of the Work) will be conducted on an "open-book" basis. The Owner's Program Manager, Owner, and the Design-Builder shall together review all bids

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

and proposals submitted. The Design-Builder shall analyze and level the bids, and prepare a spreadsheet and recommendation for each trade. The Owner, and Owner's Program Manager (the OPM) may participate in all negotiations and attend all pre-bid conferences, buy-out meetings and other meetings between the Design-Builder and prospective Subcontractors or suppliers, and the Design-Builder shall notify the Owner and Owner's Program Manager in writing reasonably in advance of each meeting or telephone negotiation with a prospective Subcontractor or supplier.

Copies of all bid proposals or other documents received by the Design-Builder from any prospective Subcontractor or supplier, and all documents delivered by the Design-Builder to any prospective Subcontractor or supplier, shall be delivered to the Owner and Owner's Program Manager within 48 hours ofreceipt by the Subcontractor or supplier. The Owner shall then approve, with the advice of the Design-Builder the Owner's Program Manager, and the Design Agent which bid proposals will be accepted and awarded to the Subcontractor or supplier by subcontract or purchase order as the case may be.

§ A.1.3 Reserved Not Used

§ A.1.4 Reserved Not Used

§A1.5 Payments § A.1.5.1.0 Pencil Requisition Process. At least five (5) working days before the end of the month, the Design-Builder shall submit to the Owner and Owner's Program Manager an itemized Application for Payment prepared in accordance with the schedule ofvaJues for completed portions of the Work identified as a pencil requisition for review and approval by the Owner. Design-Builder shall incorporate and address all pencil requisition comments from Owner, and timely submit the notarized application in accordance with the requirements in the Contract Documents.

§ A.1.5.1 Progress Payments § A.1.5.1.1 Based upon AppHcations for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design Build Documents.

§ A.1.5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, §A .1.5.1.3 Provided that an Application for Payment is received not later than the first day of the month, the Owner shall make payment of the certified amount to the Design-Builder not later than the thirtieth day of the same month. If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made by the Owner not later than thirty ( 30 ) days after the Owner receives the Application for Payment.

(Federal, state or local laws may require payment within a certain period of time.)

§ A.1.5.1.4 RESERVED NOT USED.

§A The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications for Payment.

§ A.1.5.1.6 In taking action on the Design-Builder's Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with A.1.5.1.5, or other

AIA Document A141 -2024 Exhibit A Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what ptuposes the Design-Builder has used amounts previously paid. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner.

§ A.1.5.1.7 Except with the Owner's prior approval, the Design-Builder shall not make advance payments to suppliers for materials or equipment whlch have not been delivered and stored at the site.

§ A.1.5.1.8 Lien Waivers With each Application for Payment starting with the second application Design-Builder will provide a fully executed waivers and releases of liens, in forms reasonably acceptable to Owner for all subcontractors and suppliers in the forms acceptable to Owner. The waivers and releases oflien shall be thirty (30) days in arrears, such that the waivers and Releases shall waive and release Design Builder and subcontractor lien claims for all labor, materials, and equipment provided to the Project through the end of the period for which Design-Builder sought and obtained payment from Owner in its immediately preceding application for payment. All subcontractor lien waivers shall be maintained at the Project site and available for Owner's review during normal business hours.

§ A.1.5.2 Progress Payments-Stipulated Sum § A.1.5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ A.1.5.2.2 subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows:

.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of five percent ( 5 % ) on the Work. Pending final determination of cost to the Owner of Changes in the Work. amounts not in dispute shall be included as provided in Section 6.3.9 of the Agreement;

.2 Add

§A

That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner suitably stored off the site at a location agreed upon in writing), less retainage of five percent ( 5 %);

.3 Subtract the aggregate of previous payments made by the Owner; and

.4 Subtract amounts, if any, the Owner has withheld or nullified, as provided in Section 9 .5 of the Agreement.

.1.5.2.3 Tue progress payment amount determined in accordance with Section A.1.5.2.2 shall be further modified under the following circumstances:

.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.6 of the Agreement discusses release of applicable retainage upon Substantial Completion of Work.)

the Design-Builder, any additional amounts payable in accordance with Section

9.10.3 of the Agreement.

§ A.1.5.2.4

Reduction or limitation ofretainage, if any, shall be as follows:

(If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections A.1.5.2.2. I and A.1.5.2.2.2 above, and this is not explained elsewhere in the Design Build Documents, insert provisions here for Reduction or limitation.)

No limitation or early reduction. Parties shall follow RIGL 37-12-10. l for release ofretainage.

§ A.1.5.3 RESERVED NOT USED

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

§ A.1.5.4 RESERVED NOT USED

§A .1.5.5 Final Payment § A.1.5.5.1 Final payment, constituting the entire unpaid balance ofthe Contract Sum, shall be made by the Owner to the Design-Builder not later than 30 days after the Design-Builder has fully performed the Contract and the requirements of Section 9.10 of the Agreement have been satisfied, except for the Design-Builder's responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend beyond final payment.

§ A Cost of the Work the Owner's auditors report to be substantiated by the Design-Builder's final accounting, and provided the other conditions of Section 9. l O of the Agreement have been met, the Owner will, within seven days after receipt of the written report of the Owner's auditors, either issue a final Certificate for Payment, or notify the Design-Builder in writing of the reasons for withholding a certificate as provided in Section 9.5.1 of the Agreement.

ARTICLE A.2 CONTRACT TIME

§ A.2.1 Contract Time, as defined in the Agreement at Section 1.4.13, is the period of time, including authorized adjustments, for Substantial Completion of the Work.

§ A.2.2 Not later than [insert] ( [insert] ) days from the date of this Amendment, or as follows:

(Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.)

Or insert date if required

Portion of Work [insert if a plicable]

Substantial Completion Date

, subject to adjustments of the Contract Time as provided in the Design-Build Documents.

(Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work.)

Owner and Design-Builder agree that any failure to achieve Substantial Completion of the entire Work by the date set forth in the Contract Documents, will cause damage to Owner, which damage cannot be ascertained with reasonable certainty. Accordingly, if Design-Builder fails to achieve Substantial Completion by the required date, then, to the extent the delay is due to Design-Builder's cause, Design Builder shall pay Owner, as liquidated damages and. not as a penalty, five thousand dollars ($5000) per calendar day for each day after Substantial Completion date, as that date may be adjusted by Change Orders extending the Contract Time, that the Project has not reached Substantial Completion.

The terms, conditions and amounts fixed pursuant to this Section A.2.2 as liquidated damages are reasonable, considering the damages that Owner would sustain in any of such event of a delay, and these amounts are agreed upon and fixed as liquidated damages because of the difficulty in ascertaining the exact amount of damages that would be sustained as a result of delay in achieving such date. The limitation on the amount of liability for delay has been bargained for, and the Guaranteed Maximum Price would be significantly higher or Design Builder would have been unwilling to agree to this Agreement without such a limit on Liability

ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED

§ A.3.1 The Contract Sum and Contract Time set forth in this Amendment are based on the following:

§ A.3.1.0 The RFP. The Design-Builder acknowledges that the Bridging Documents included with the RFP are conceptual in nature and are only intended to depict the overall intent of the Project in terms of general design concept, the major elements, and the required performance. As Bridging Documents they are preliminary, they are not a design

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

specification, are not fully coordinated and are not intended to indicate or describe the scope of work required for the full performance or completion of the project. It is the responsibilty of the Design Builder to prepare the design meeting performance required for the Project.

§ A.3.1.1 The Supplementary and other Conditions of the Contract:

Document

[insert if any]

§ A.3.1.2 The Specifications:

Section [insert, if any] Design-Builder shall prepare Specifications as part of the Contract Sum to be approved by Owner

§ A.3.1.3 The Drawings:

Number [insert, if any]

Design-Builder shall prepare Drawings as part of the Contract Sum to be approved by Owner

§ A.3.1.4 The Sustainability Plan, if any: None § A.3.1.5 Allowances and Contingencies:

.1 Allowances insert if applicable

.2 Contingencies None, not applicable

§ A.3.1.6 Design-Builder's

Assumptions and clarifications:

insert if applicable

§A

Title

Title

Title

Date

Date

.3.1.7 Deviations from the Owner's Criteria as adjusted by a Modification:

insert if a ,plicable

§ A

Pages

Pages

Date

.3.1.8 To the extent the Design-Builder shall be required to submit any additional Submittals to the Owner for review, indicate any such submissions below:

ARTICLE A.4 DESIGN-BUILDER'S PERSONNEL, CONTRACTORS AND SUPPLIERS

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

§ A.4.1 The Design-Builder's key personnel are identified below:

(Identify name, title and contact infonnation.)

.1 Superintendent

.2 Project Manager

[!insert]

.3 Others

[insert]

§ A.4.2 the Design-Builder shall retain the following Consultants Contractors and suppliers, identified below:

(List name, discipline, address and other information.)

[insert]

ARTICLE A.5

COST OF THE WORK

§ A.5.1 Cost to Be Reimbursed as Part of the Contract and included and accounted for within the stipulated lump sum

§ A.5.1.1 Labor Costs § A.5.1.1.1 Wages of construction workers directly employed by the Design-Builder to perform the Construction of the Work at the site or, with the Owner's prior approval, at off-site workshops.

§ A.5.1.1.2 With the Owner's prior approval, Wages or salaries of the Design-Builder's supervisory and administrative personnel when stationed at the site per Exhibit F. [Insert rate exhibit for use if there are Change Orders re uiring added supervisory and administrative or constmction personnel.]

§ A.5

.1.1.3 Wages and salaries of the Design-Builder's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.

§ A.5.1.1.4 Costs paid or incurred by the Design-Builder for taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Section A.5.1.1.

§ A.5.1.1.5 Overtime wages paid to salaried personnel (if approved in advance in writing by the Owner)

§ A.5.1.1.6 Any overtime premium or shift differential expense to be incurred by Design-Builder for hourly workers shall require Owner's advance written approval before the incremental cost of the overtime premium or shift differential will be considered a reimbursable cost. No overtime will be paid for Work required because of errors, omissions, or mistakes by Design-Builder or a Subcontractor.

§ A.5.1.1.7 Reimbursable labor costs (wage and salaries) shall not include any bonuses, profit sharing or allocations/contributions or any costs associated with the recruiting or hiring of any employees including, but not limited to, employment agency fees, recruiting fees, search fees, and advertising fees.

§ A.5.1.2 Contract Costs. Payments made by the Design-Builder to the Architect, Consultants, Contractors and suppliers in accordance with the requirements of their subcontracts.

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

§ A.5.1.2.1 Design Builder shall provide Owner advance written notice and shall obtain Owner's approval for any proposed subcontract change order in excess of $10,000 prior to placing such order or entering into such agreement.

Amounts applicable to any subcontract change order entered into contrary to t his clause, shall not be included in the amount owing to Design Builder, Subcontractors or Suppliers, whether as Costs of the Work or as reasonable termination costs in the event of termination.

§ A.5.1.3 Costs of Materials and Equipment Incorporated in the Completed Construction § A.5.1.3.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction.

§ A.5.1.3.2 Costs of materials described in the preceding Section A.5.1.3.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Design-Builder. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work.

§ A.5.1.4 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § A.5.1.4.1 Costs of transportation, storage, installation, maintenance, dismantling and removaJ of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Design-Builder at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Design-Builder shall mean fair market value.

§ A.5.1.4.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Design-Builder at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Design-Builder-owned item may not exceed the purchase price of any comparable item. Rates of Design-Builder-owned equipment and quantities of equipment shall be subject to the Owner's prior approval.

§ A.5.1.4.3 Costs ofremoval of debris from the site of the Work and its proper and legal disposal.

§ A.5.1.4.4 Costs of document reproductions electronic communications, postage and parcel delivery charges, dedicated data and communications services, teleconferences, Project websites, extranets and reasonable petty cash expenses of the site office.

§ A.5.1

.4.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, with the Owner's prior approval.

§ A.5.1.5 Miscellaneous Costs § A.5.1.5.1 Premiums for that portion of insurance and bonds required by the Design-Build Documents that can be directly attributed to the Contract. With the Owner's prior approval self-insurance for either full or partial amounts of the coverages required by the Design-Build Documents.

§ A.5.1.5.2 SaJes, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Design-Builder is liable. Owner is tax exempt; its sales and use tax exemption certificate will be provided upon Design-Builder's request.

§ A.5.1.5.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Design-Bu i lder is required by the Design-Build Documents to pay.

§ A.5.1.5.4 Fees oflaboratories for tests required by the Design-Build Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Se ction 15.5.3 of the Agreement or by other provisions of the Design-Build Documents, and which do not fall within the scope of Section A.5.1.6.3.

§ A.5.1.5.5 Royalties and license fees paid for the use of a particular design, process or product required by the Design Build Documents; The cost of defending suits or claims for infringement of patent rights arising from such requirement

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

of the Design-Build Documents; and payments made in accordance with legal judgments against the Design-Builder resulting from such suits or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Design-Builder's Fee or subject to the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the second to last sentence of Section 3.1.13.2 of the Agreement or other provisions of the Design-Build Documents, then they shall not be included in the Cost of the Work.

§ A.5.1.5.6 With the Owner's prior approval, Costs for electronic equipment and software directly related to the Work.

§ A.5.1.5.7 Deposits lost for causes other than the Design-Builder's negligence or failure to fulfill a specific responsibility in the Design-Build Documents.

§ A.5.1.5.8 RESERVED

§ A.5.1.5.9 with the Owner's prior approval, Expenses incurred in accordance with the Design-Builder's standard written personnel policy for relocation, and temporary living allowances of, the Design-Builder's personnel required for the Work.

§ A.5.1.5.10 RESERVED

§ A.5.1 .6 Other Costs and Emergencies § A.5.1.6.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner.

§ A.5.1.6.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property.

§ A.5.1.6.3 RESERVED

§ A.5.1 .7 Related Party Transactions § A.5.1.7.1 For purposes of Section A.5.1.7, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Design-Builder; any entity in which any stockholder in, or management employee of, the Design-Builder owns any interest in excess often percent in the aggregate; or any person or entity which bas the right to control the business or affairs of the Design-Builder. The term "related party" includes any member of the immediate family of any person identified above.

§ A.5.1.7.2 If any of the costs to be reimbursed arise from a transaction between the Design-Builder and a related party, the Design-Builder sha l l notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred.

If the Owner, after such notification, authorizes the proposed transaction, then the cost incurred shall be included as a cost to be reimbursed, and the Design-Builder shall procure the Work, equipment, goods or service from the related party, as a Contractor, according to the terms of Section A.5.4. If the Owner fails to authorize the transaction, the Design-Builder shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Section A.5.4.

§ A.5.2 Costs Not to Be Reimbursed as Part of this Contract The Cost of the Work shall not include the items Listed below:

.1 Salaries and other compensation of the Design-Builder's personnel stationed at the Design-Builder's principal office or offices other than the site office, except as specifically provided in Section A. 5 .1.1;

.2 Expenses of the Design-Builder's principal office and offices other than the site office;

.3 Overhead and general expenses, except as may be expressly included in Section A.5.1;

.4 The Design-Builder's capital expenses, including interest on the Design-Builder's capital employed for the Work;

.5 costs due to the negligence or failure of the Design-Builder, Contractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract;

g AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

.6 Any cost not specifically and expressly described in Section A.5.1; and

.7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded.

§ A.5.3 Discounts, Rebates, and Refunds § A.5.3.1 Cash discounts obtained on payments made by the Design-Builder shall accrue to the Owner if(I) before making the payment, the Design-Builder included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Design-Builder with which to make payments; otherwise, cash discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Design-Builder shall make provisions so that they can be obtained.

§ A.5.3.2 Amounts that accrue to the Owner in accordance with Section A.5.3. I shall be credited to the Owner as a deduction from the Cost of the Work.

§ A.5 .4 Other Agreements § A.5.4.1 When the Design-Builder has provided a Guaranteed Maximum Price, and a specific bidder (I) is recommended to the Owner by the Design-Builder; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Design-Build Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Design-Builder may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Design-Builder and the amount oftbe Subcontract or other agreement actually signed with the person or entity designated by the Owner.

§ A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Design-Build Documents, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If an agreement between the Design Builder and a Contractor is awarded on a cost plus a fee basis, the Design Builder shall provide in the agreement for the Owner to receive the same audit rights with regard to the Cost of the Work performed by the Contractor as the Owner receives with regard to the Design-Builder in Section A.5.5, below.

§ A.5.4.3 The agreements between the Design-Builder and Architect and other Consultants identified in the Agreement shall be in writing. These agreements shall be promptly provided to the Owner upon the Owner's written request.

§ A.5.5 Accounting Records The Design-Builder shall keep full and detailed records and accounts related to the Cost of the Work and exercise such controls as may be necessary for proper financial management under the Contract and to substantiate all costs incurred.

The accounting and control systems shall be satisfactory to the Owner. During the Project and up through within two (2) years after Substantial Completion, The Owner and the Owner's auditors shal1 during regular business ours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design-Builder's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Contractor's proposals, purchase orders, vouchers, memoranda and other data relating to the Contract. The Design-Builder shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law.

§ A.5.6 Relationship of the Parties the Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design-Builder's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests.

§ A.5.7 The person sign ing for the Design-Builder represents that he, she, or they bas been duly authorized to execute this Agreement on behalf of the Design-Builder.

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

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

OWNER (Signature) DESIGN-BUILDER (Signature)

(Printed name and title) (Printed name and title)

AIA Document A141 -2024 Exhibit A. Copyright© 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 document was produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

Additions and Deletions Report for AJA® Document A14t® - 2024 Exhibit B

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text.

Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:54:37 EDT on 08/12/2026.

Changes to original AIA text

PAGE1

This A-meedmeet Elotee H!e eay ef ie H!e )'ear (the "Ameedmeet") is

EXECUTE AT THE SAME TIME AS THE A141-2014

AGREEMENT {This is not proi:ressive Desii:n-Build!} ieeefPer-otee iete, llBEI omeees, AIA Deeumeet ,", 1411' 2024, StllBeerEI Ferm ef Agreemeet Betweee Oweer llBEI Desiga Bl:H:laer fer a Tra.Elitieeol Desiga Bt:1ile Pi:ejeet aotea the Eloy ef ie the )'ear

EXECUTE AT THE SAME TIME AS THE A141-2014 AGREEMENT {This is not proi:ressive Desii:n-Build!}

This Amendment is incorporated into the accompanying AIA Document A 141 TM_2Q 14, Standard Form of Agreement Between Owner and Design-Builder dated the [insert!] day of [insert] in the year 2026 (the "Agreement")

(In words, indicate day, month, and year.)

(Name, legal statUS; and address)

(Name, legal status, and address)

PAGE2

8A.1 CONTRACT SUM

8A.2 CONTRACT TIME

B_A.3 INFORMATION UPON WHICH AMENDMENT IS BASED

8_A.4 DESIGN-BUILDER'S Ki-¥-PERSONNEL, G0N8UblANT8, 8U8G0NTR:AGT0R8, CONTRACTORS AND SUPPLIERS

8_A.5 0WNliR'8 81iAAR-ATli G0NTR:AGT0R8 8-:i----COST OF THE WORK

Additions and Deletions Report for AIA Document A141 - 2024 Exhibit B. Copyright© 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 document was 1 produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

ARTICLE &A-1 CONTRACT SUM

§ 8A.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder's performance of the Agree1BeetContract after the execution of this Amendment. The Contract Sum shall be t:ke emetlflt te se fJeia te the Desiga Builaer fer fJerfefffleeee ef the Werk after e~.e~~ee ef the Desiga Bui la A:l:Heeameet The Geetfaet SlilB oeall ieelsae Earl;· Release '.l.'erl, sut sealJ eat ieeluee llB~' etherone of the following and shall not include compensation the Owner paid the Design-Builder for Work performed prior to execution of this Amendment.,...

The Ceetraet Stim shall se eee ef the fellewieg:

[ X ] Stipulated Sum, in accordance with Section B_A.1.2 below

Cost of the Work plus the Design-Builder's Fee, in accordance with Section B_A.1.3 below

] Cost of the Work plus the Design-Builder's Fee with a Guaranteed Maximum Price, in accordance with Section-B A.1.4 below

(Based on the selection above, complete Section B,1.1.2, B,1_.1.3 orB,1.1.4 below)

§ 8A.1.2 Stipulated Sum

§ 8A.1.2.1 The Stipulated Sum shall be [insert] ($ [insert] ), subject to authorized adjustments as provided in the Design-Build Documents.

§ 8A.1.2.2 The Stipulated Sum is based upon the following alternates, ifany, which are described in the Design-Build Documents and are hereby accepted by the Owner:

§ 8A.1.2.3 Unit prices, if any:

(Identify #te-item. ttHtl-state the unit price, and #1e qutintity JiH1iltffiertfi, iftHfY, 18 whieh t.'ie u11itpFiee will be tlpfll-ietibkstate any aeplicable quantity limitations.)

PAGE3

§ ~.1.2.4_Allowanses, ifaay, iesh~aea i,e the stifJulatea sum:

(hie,1#.fj' etie,'i tiU-e~wB1ee.)

§ 8.1.3 Cest ef the WeFk Plus DesigR Builder's Fee § 8.1.3.1 The Gest ef the ·s.1.rerk is es aefinea ie At:aele B.e, Gest ef the Werle § 8.1.3.2 The Desiga BH:iMer's Fee:

(SU,te ti hmlp St..~,, pe,vee11tttge ef Gest &jthe WeFk BF e#1eFp1¥nisie1, f81· rietem1i11i1ig t.'ie Desigi1 B1:1ikier 's F-ee, @1tl the methe~f8F tl(:/juslmelft 18 the Pee ./a1· ehtiltge!J ilf b'i.e W8rk.)

§ 8.1.4 Cest ef the WeFk Plus DesigR Builder's Fee With a GuaFaRteed MaJdRlURl PFi&e § 8.1.4.1 The Gest ehhe Werk is es aefHlea ie ,<\J:aele B.e, Gest efthe ',1/erk.

§ 8.1.4.2 The Desiga BH-ilr,Jer' s Fee:

(SU,te ti h:tHffJ SNHI, pe,:eentttge &j Gest &/the We1•k 8F otheFpffl'lisie11 f01· riete1111i11i1ig the Desigi1 B1:1ikieF 's Fee tint/ the methe~feF tirlj!istmelft 18 the Fee fe1· ehti,iges i11 1,'ie We,·k.)

§ 8.1.4.3 GuaFaRteed MaJdRlURl PFise § 8.1.4.3.1 The sum efthe Gest efthe Werle GBr,i the Desiga Builr,ler's Fee is guareRteer,J sy the Desiga Bsilr,ier Ratte eirneee ($ ), Stlsjeet te aaaiaens ena r,leeue~ees sy ehaeges ie the Werk GS Jlre•riaea ie the Desiga Blitia DeeUftleets. This 1'88:lr-HBU:l:H SU:l:H is Fefe~a te ie the Desiga Bui.Ja De~eets es the Guameteea 7'48:1(mlUftl Priee. The GuGRmteea Me!Hfffliffl Priee shall iBeltiae au sales, eeBSUftlOF, use Cl:fl0 simile,r tGlEOS fer the WerlI flF0'1i0ea sy the Desiga Builaer HlGt e,re legally eeaeter,1, y;hether er net yet effeea•re, et the ffffle this AIBeeEkBeet is 01rnestea. Casts 1Nhieh •.i,•esla eeuse the Gue,reeteer,1 1'48:1tifHtlf8 Priee te ee eirneeeea shall 80 flaia s~· the Desiga Btiilaer •.vitheut reiHlstii'SefflOflt 8~' the Owfter.

(b:i&en spesifis pFB1,1isi0l'l6 if #le Do,;ign JJ.:wilrier is ,0 JJ61rifoipo11e il'I fill'l}' 66A1ing5.)

§ B.1.4.3.2 ltemia:ed StatemeRt of the Guar.aRteed Maximum Pri;e l?FO\<iEl@a e@l8>.V is aR itemi~@EI stat@Hl@ftt oftae GHaraBt@@a Ma~imwe Pris@ OFgaafaeEI sy traEI@ oat@gories, allo~J,<3BQ@S, Additions and Deletions Report for AIA Document A141 - 2024 Exhibit B. Copyright© 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 document was 2 produced at 18:54:37 EDT on 08/12/2026 under Subscription No.20240065302 which expires on 09/28/2026, 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.

eentingeneies, altefflates, the Design Builtler's Fee, aetl ether ite!M Hi:at eeftlflri.se the Gua.ranteetl MaitilfflHl'I Pri.ee, iaelutli.ng Design Serviees te be perfeRBetl after e1teeutien ef Hl:e Design B1:1iltl Amentlftlent aetl Bari)' Release Work.

fP-,so:;zi<is itemffJeel oH:lt<NNOJfl !Jels:;,,, 9 1· 11efe-,;e,,ae BR alMlo.funeNt.)

§ B.1.4.3.3 Al&einate& § 8.1.4.3.3.1 Alteffl8tes, ifany, ineluc4etl in Hl:e G1:1araeteetl Mftltimum Pri.ee:

§ 8.1.4.3.3.:ia Sulajeet to Hl:e eoatli.tioas aotetl below, the followi:ag alteffl.ates H1ay be aee~tetl b)' Hl:e Owaer follo1,,·iag @ffeeuriee. eh&is l§1.hibit :Q. l:Jf)ee. a000f3tan0e, the Qv,r,ner saoll. issue o ).4etli.fieoriee. to tee Agreemee.t (lnseFt helo1,r;1 etteh t1He1<nt1~ t111d the eomiilio11s lhot 1'11,/fJt he met fo1· tl,e Om,er to t1eeept tl,e t1HeF1fflte.)

§ 8.1.4.3.4 U:aitpri.ees, ifaa)':

(hlenti:h· 1.'ie item f:fl1d slflte tl1e imit p1·iee t11id lhe tjltalftity Jimil-8t-io1l8, ijEHty, ltJ whieh the 1,1nitp1·iee wil-J he ClfJfJliet1hte.)

§ 8.1.4.3.5 Allo,.-,,·oaees, ifaey:

fkle11ti:h' etteh al,!.owanee.)

§ 8.1.4.3.6 Ass1:1mprions entl elarifieatioftS, if&Ry, on wh.ieli tee Guaraateetl M8lHIBl:lHl Pri.ee is besetl:

(l-dentife etteh OS!IHlflfJlion t1Hd el8rifiet1tion.)

§ 8.1.4.3.7 To the ~cteat teat the Desig:a Bl:li.ltl Doel:lHleats are &1Hieipetetl to reEIUire further tltwelopHleBt, the Guaraateetl MMfiml:lHI Pri.ee inel1:1tles the easts e~butable te sues R:Htlier tle•,·elepment eoasistent v,ith the Desig:a Bl:li.ltl Doe1:1meats aatl reaseaebly in.ferable therefrom. Sues fl:lf".her tle>.·elopmeat tlees aot inelutle elieages in seope, systems, JEiatls aatl EJ_ltelity of materials, fia:ishes, er eEIU:ipmeat, ell ofw&ieh, ifreEJ_lti.retl, shall be ineoFporetetl by Chll:Bge OrtlerBuy-Out Process. Except as othetwise approved in writing by the Owner, a minimum of three (3) bids shall be solicited for each trade or other portion of the Work, including any portion of the Work that the Design-Builder may self-perform (with the Owner's prior written approval}. Subcontractor and supplier solicitations shall be prepared by the Design Builder, including without limitation. trade-specific scope definitions and schedule requirements. The Design-Builder shall be responsible for reviewing all Construction Documents included in such solicitations, so as to ensure that the Subcontractor solicitations, taken together. include all necessary construction work for the Project. The scopes of work included in the solicitations shall include all work reasonably inferable to complete the Project. The buy-out (procurement of Subcontractors and suppliers to perform or supply all portions of the Work) will be conducted on an "open-book" basis. The Owner's Program Manager. Owner, and the Design-Builder shall together review all bids and proposals submitted. The Design-Builder shall analyze and level the bids, and prepare a spreadsheet and recommendation for each trade. The Owner, and Owner's Program Manager (the OPM) may participate in all negotiations and attend all pre-bid conferences, buy-out meetings and other meetings between the Design-Builder and prospective Subcontractors or suppliers. and the Design-Builder shall notify the Owner and Owner's Program Manager in writing reasonably in advance of each meeting or telephone negotiation with a prospective Subcontractor or supplier.

Copies of all bid proposals or other documents received by the Design-Builder from any prospective Subcontractor or supplier, and all documents delivered by the Design-Builder to any prospective Subcontractor or supplier, shall be delivered to the Owner and Owner's Program Manager within 48 hours of receipt by the Subcontractor or supplier. The Owner shall then approve, with the advice of the Design-Builder the Owner's Program Manager, and the Design Agent which bid proposals will be accepted and awarded to the Subcontractor or supplier by subcontract or purchase order as the case may be.

§ A.1.3 Reserved Not Used

§ A.1.4 Reserved Not Used

PAGE4

§A 1.5 Payments

§ A.1.5.1.0 Pencil Requisition Process. At least five (5) working days before the end of the month, the Design-Builder shall submit to the Owner and Owner's Program Manager an itemized Application for Payment prepared in accordance with the schedule of values for completed portions of the Work identified as a pencil requisition for review and approval by the Owner. Design-Builder shall inc01:porate and address all pencil requisition comments from Owner. and timely submit the notarized application in accordance with the req11irements in the Contract Documents.

§ 8_A.1.5 PaymeRI& ~ -1 Progress Payments

Additions and Deletions Report for AIA Document A141 - 2024 Exhibit B.