Exhibit_A__AIA_A141-2014_DB_DRAFT.pdf

AIA

Document A141™ – 2014 Exhibit A Design-Build Exhibit

AIA Document A141™ – 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:15:49 ET on 09/24/2020 under Order No.0041536537 which expires on 09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

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TABLE OF ARTICLES

A.1 CONTRACT SUM

A.2 CONTRACT TIME

A.3 INFORMATION UPON WHICH EXHIBIT 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. The Contract Sum shall be one of the following and shall not include compensation for pre-construction phase Work:

[ «X » ] Cost of the Work plus the Design-Builder’s Fee with a Guaranteed

Maximum Price, in accordance with Section A.1.4 below

§ A.1.2 Intentionally Left Blank § A.1.3 Intentionally Left Blank

§ A.1.4 Cost of the Work Plus Design-Builder’s Fee with a Guaranteed Maximum Price § A.1.4.1 The Cost of the Work is as defined in Article A.5, Cost of the Work.

§ A.1.4.2 The Design-Builder’s Fee:

§ A.1.4.3 Guaranteed Maximum Price § A.1.4.3.1 The sum is of the Cost of the Work and the Design-Builder’s Fee, subject to additions and deductions for changes in the Work as provided in the Contract, and is guaranteed by the Design-Builder not to exceed « » ($ « » ). Costs that would cause the total Guaranteed Maximum Price to be exceeded shall be paid by the Design-Builder without reimbursement by the Owner.

§ A.1.4.3.2 Design-Builder’s Proposal with Guaranteed Maximum Price The Design-Builder’s Proposal with a Guaranteed Maximum Price is forth in Exhibit E, which exhibit is made a part of the Contract.

§ A.1.5 Payments § A.1.5.1 Progress Payments § A.1.5.1.1 Based upon Applications 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 Contract. Payments shall be made in accordance with the Florida Prompt Payment Act.

AIA Document A141™ – 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:15:49 ET on 09/24/2020 under Order No.0041536537 which expires on 09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 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 The Owner shall make payment of the certified amount set forth in an Application for Payment to the Design-Builder not later than the 20th business day after receipt.

§ A.1.5.1.4 With each Application for Payment, the Design-Builder shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner to demonstrate that cash disbursements already made by the Design-Builder on account of the Cost of the Work equal or exceed (1) progress payments already received by the Design-Builder, less (2) that portion of those payments attributable to the Design- Builder’s Fee; plus (3) payrolls for the period covered by the present Application for Payment.

§ A.1.5.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Design- Builder in accordance with the Contract. The schedule of values shall allocate the Guaranteed Maximum Price among the various portions of the Work, except that compensation for design services, if any, and the Design-Builder’s Fee shall be shown separately. 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 Sections A.1.5.1.4 or A.1.5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes 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 which have not been delivered and stored at the site.

§ A.1.5.2 Intentionally Left Blank

§ A.1.5.3 Intentionally Left Blank

§ A.1.5.4 Progress Payments—Cost of the Work Plus a Fee with a Guaranteed Maximum Price § A.1.5.4.1 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing

(a) the expense that has actually been incurred by the Design-Builder on account of that portion of the Work for which the Design-Builder has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

§ A.1.5.4.2 Subject to other provisions of the Contract, including but not limited to retainage withheld by the Owner, the amount of each progress payment shall be computed as follows:

.1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

.2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing;

.3 Add the Design-Builder’s Fee, less retainage of five percent (5%). The Design-Builder’s Fee shall be computed upon the Cost of the Work at the rate stated in Section A.1.4.2 or, if the Design-Builder’s Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion;

.4 Subtract retainage of five percent (5 %) from that portion of the Work that the Design-Builder self-performs;

AIA Document A141™ – 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:15:49 ET on 09/24/2020 under Order No.0041536537 which expires on 09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

.5 Subtract the aggregate of previous payments made by the Owner;

.6 Subtract the shortfall, if any, indicated by the Design-Builder in the documentation required by Section A.1.5.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and

.7 Subtract amounts, if any, for which the Owner has withheld or nullified a payment as provided in Section 9.5 of the Agreement.

§ A.1.5.4.3 The Design-Builder shall compensate the Engineer, Consultants, and Contractors in a similar manner as it is being compensated by the Owner, unless otherwise agreed upon by the Owner in writing.

§ A.1.5.5 Final Payment § A.1.5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder not later than twenty business days after receipt of the Design-Builder’s final Application for Payment, provided 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.1.5.5.2 The Owner will review and report in writing on the Design-Builder’s final accounting within twenty business days after the Design-Builder delivers the final accounting to the Owner. Based upon the Cost of the Work the Owner’s report to be substantiated by the Design-Builder’s final accounting, and provided the other conditions of Section 9.10 of the Agreement have been met, the Owner will, within twenty business days after receipt of the Design-Builder’s final Application for Payment, 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 The Design-Builder shall achieve Substantial Completion of the portion of the Work identified below, as follows:

Portion of Work Substantial Completion Date

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

ARTICLE A.3 INFORMATION UPON WHICH EXHIBIT IS BASED

§ A.3.1 The Contract Sum and Contract Time are set forth in Exhibit E.

§ A.3.1.1 Intentionally Left Blank.

§ A.3.1.2 Intentionally Left Blank.

§ A.3.1.3 Intentionally Left Blank.

§ A.3.1.4 Intentionally Left Blank

§ A.3.1.5 Allowances and Contingencies are identified in the Design-Build Proposal with a Guaranteed Maximum Price.

§ A.3.1.5.1 The Design-Build Proposal with a Guaranteed Maximum Price shall include a contingency to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. In addition, any buyout saving realized through the procurement process shall added to the contingency. Design-Builder shall obtain Owner’s written approval prior to using such contingency, which approval shall be promptly provided after receipt of a request from Design-Builder. Such contingency may be used for any costs reasonably required to perform or manage the Work to address items that include, but are not limited to: items inadvertently omitted during the estimating and bidding process, schedule recovery costs associated with weather and other causes of delay that are not otherwise compensable, interfacing omissions between and from the various categories of Work, additional costs incurred due

AIA Document A141™ – 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:15:49 ET on 09/24/2020 under Order No.0041536537 which expires on 09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To to the withdrawal or disqualification of a subcontractor bid that the Design-Builder had relied upon prior to execution of a written subcontract, general conditions over-runs, costs associated with subcontractor default, cost increases due to unanticipated local labor and material market conditions, additional costs that may arise or be associated with tariffs and/or cost escalation due to such tariffs, selective overtime, or the like. Upon final completion of the Project, if this contingency has not been used, these remaining funds shall be disbursed back to the Owner to be used at its sole discretion.

§ A.3.1.6 Design-Builder’s assumptions and clarifications are identified in the Design-Build Proposal with a Guaranteed Maximum Price.

§ A.3.1.7 Deviations from the Owner’s Criteria as adjusted by a Modification:

§ A.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

§ A.4.1 The Design-Builder’s key personnel are identified in the Design-Build Proposal with a Guaranteed Maximum Price.

§ A.4.2 The Design-Builder’s Engineer, Consultants, Contractors and suppliers are identified in the Design-Build Proposal with a Guaranteed Maximum Price.

ARTICLE A.5 COST OF THE WORK

§ A.5.1 Cost to Be Reimbursed as Part of the Contract § 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 written approval, at off-site workshops.

§ A.5.1.1.2 With the Owner’s prior written approval, wages or salaries of the Design-Builder's supervisory and administrative personnel when stationed at the site.

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

§ 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.5.1.4 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § A.5.1.4.1 Costs of transportation, storage, installation, maintenance, dismantling and removal 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.

AIA Document A141™ – 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:15:49 ET on 09/24/2020 under Order No.0041536537 which expires on 09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 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 written approval and consistent with those prevailing in the area.

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

§ A.5.1.4.4 Costs of document reproductions, long distance phone calls and facsimile transmissions, electronic communications, postage and parcel delivery charges, dedicated data and communications services, teleconferences, and reasonable petty cash expenses of the site office.

§ A.5.1.4.5 Costs of materials and equipment suitably stored, insured and bonded off the site at a mutually acceptable location, with the Owner's prior written approval.

§ A.5.1.5 Miscellaneous Costs § A.5.1.5.1 Premiums for that portion of insurance and bonds that can be directly attributed to the Contract. With the Owner's prior written approval self-insurance for either full or partial amounts of the coverages required by the Contract. Premiums for the Builder’s Risk Insurance and Public Construction Bond required by the Contract that are obtained by the Design-Builder and passed directly through to the Owner are considered reimbursable as Cost of the Work, however, are not for the purpose of applying the Design-Builder’s Fee.

§ A.5.1.5.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Design-Builder is liable.

§ A.5.1.5.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the Design-Builder is required by the Contract to pay.

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

§ A.5.1.5.5 Intentionally Left Blank

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

§ 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 as provided in the Contract.

§ A.5.1.6.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Design-Builder, Contractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Design-Builder and only to the extent that the cost of repair or correction is not recovered by the Design-Builder from insurance, sureties, Contractors, suppliers, or others.

§ 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 of ten percent in the aggregate; or any person or entity which has 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.

AIA Document A141™ – 2014 Exhibit A. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 16:15:49 ET on 09/24/2020 under Order No.0041536537 which expires on 09/17/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 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 shall 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 in writing, 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 provide written authorization of 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 Except as provided in Section A.5.1.6.3 of this Agreement, 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;

.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;

.8 Costs for services incurred for preconstruction phase services;

.9 Legal costs of whatever nature; and

.10 Cost arising from the Design-Builder’s delay in reaching Substantial Completion and Contract permit conditions; and

.11 Damages associated with a Force Majeure Event.

§ 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 (1) 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.5.3.1 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 (1) 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 difference between the bid of the person or entity recommended to the Owner by the Design-Builder and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner, provided that such Change Order does cause the Guaranteed Maximum Price to be exceeded.

§ A.5.4.2 Agreements between the Design-Builder and Contractors shall conform to the applicable payment provisions of the Contract, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner.

§ A.5.4.3 The agreements between the Design-Builder and Engineer and other Consultants identified in the Agreement shall be in writing and shall contain provisions consistent with the requirements of this Agreement.

These agreements shall be promptly provided to the Owner upon the Owner’s written request.

DBA-01. DB Exhibit A Engineer 00598129 12/1/21