Exhibit_B_-_Design-Build_Admendment_Exhibit_00807833_DRAFT.pdf

D R A F T

DRAFT AIA

Document A141® – 2024

Exhibit B

Design-Build Amendment

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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: (1467241834)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions

Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

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.

ELECTRONIC COPYING of any portion of this AIA Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

This Design-Build Amendment Exhibit is incorporated into the amendment dated the

_________ day of _________ in the year 20_____.

for the following PROJECT:

THE OWNER:

THE DESIGN-BUILDER:

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

TABLE OF ARTICLES

B.1 CONTRACT SUM

B.2 CONTRACT TIME

B.3 INFORMATION UPON WHICH DESIGN-BUILD AMENDMENT EXHIBIT IS BASED

B.4 DESIGN-BUILDER’S KEY PERSONNEL, CONSULTANTS, SUBCONTRACTORS,

AND SUPPLIERS

B.5 INTENTIONALLY LEFT BLANK

B.6 COST OF THE WORK

ARTICLE B.1 CONTRACT SUM

§ B.1.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the

Design-Builder’s performance of Work after the execution of the amendment incorporating this Design-Build Exhibit Amendment into the Contract. The Contract Sum shall include Early Release Work but shall not include any other compensation the Owner paid the Design-Builder for Work performed prior to execution of the amendment incorporating this Design-Build Exhibit Amendment into the Contract. The Contract Sum shall be the Cost of the Work plus the Design-Builder’s Fee with a Guaranteed Maximum

Price, in accordance with Section B.1.4 below.

A F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-

§ B.1.2 Intentionally Left Blank.

§ B.1.3 Intentionally Left Blank.

§ B.1.4 Cost of the Work Plus Design-Builder’s Fee with a Guaranteed Maximum Price § B.1.4.1 The Cost of the Work is as defined in Article B.6, Cost of the Work.

§ B.1.4.2 The Design-Builder’s Fee:

« % of the Cost of the Work»

§ B.1.4.3 Guaranteed Maximum Price § B.1.4.3.1 The Contract Sum is 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 Guaranteed Maximum Price to be exceeded shall be paid by the Design -Builder without reimbursement by the Owner. THE DESIGN-BUILDER ACKNOWLEDGES THAT THE CONTRACT SUM SHALL NOT

EXCEED THE GUARANTEED MAXIMUM PRICE SET FORTH IN THIS DESIGN-BUILD AMENDMENT

EXHIBIT AS IT IS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE CONTRACT.

§ B.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.

§ B.1.4.3.3 Intentionally Left Blank.

§ B.1.4.3.4 Intentionally Left Blank.

§ B.1.4.3.5 Allowances, if any, are identified in Exhibit E, Design-Build Proposal with a Guaranteed Maximum Price.

§ B.1.4.3.6 Assumptions and clarifications, if any, on which the Guaranteed Maximum Price is based , are identified in

Exhibit E, Design-Build Proposal with a Guaranteed Maximum Price.

§ B.1.5 Payments § B.1.5.1 Progress Payments § B.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 Local Government Prompt Payment Act .

§ B.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.

§ B.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 of the Application for Payment.

§ B.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.

§ B.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.

§ B.1.5.1.6 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. The 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 F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-

§ B.1.5.1.7 The allocation of the Guaranteed Maximum Price under this Section B.1.5.1 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values .

§ B.1.5.1.8 Intentionally Left Blank.

§ B.1.5.1.9 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 B.1.5.1.4 or B.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.

§ B.1.5.1.10 Except with the Owner’s prior written 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 .

§ B.1.5.2 Intentionally Left Blank.

§ B.1.5.3 Intentionally Left Blank.

§ B.1.5.4 Progress Payments—Cost of the Work Plus a Fee with a Guaranteed Maximum Price § B.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 payment or intends to make 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 .

§ B.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 most recent 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 writing 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 described in Sections B.1.5.4.3.1 and B.1.5.4.3.2 at the rate stated in Section B.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 included in

Sections B.1.5.4.3.1 and B.1.5.4.3.2 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;

.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

B.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.

§ B.1.5.4.3 The Design-Builder shall compensate the Architect/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.

§ B.1.5.5 Final Payment § B.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

A F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-

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.

§ B.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. The Owner is not responsible for verifying the accuracy of the Design-Builder’s final accounting.

ARTICLE B.2 CONTRACT TIME

§ B.2.1 The date of commencement of the Construction Work shall be established as follows: _______ days after the

Owner issues a Notice to Proceed with the Construction Work, or a later date if a later date is indicated in the Notice to Proceed.

§ B.2.1.1 Unless otherwise provided, the Contract Time as defined in Section 1.4.6 of the Agreement, is the period of time, including authorized adjustments, allotted in the Contract for Substantial Completion of the Work. The Contract

Time shall be measured from the date of commencement of the Construction Work.

§ B.2.2 Substantial Completion § B.2.2.1 Subject to adjustments of the Contract Time as provided in the Contract, the Design-Builder shall achieve

Substantial Completion of the entire Work by the following date: «_________»

ARTICLE B.3 INFORMATION UPON WHICH EXHIBIT IS BASED

§ B.3.1 The Contract Sum and Contract Time set forth in this Exhibit are based on information contained within Exhibit

E, the Design-Build Proposal with a Guaranteed Maximum Price, and the following:

§ B.3.1.1 The Supplementary and other Conditions of the Contract.

§ B.3.1.2 The Specifications.

§ B.3.1.3 The Drawings.

§ B.3.1.4 Intentionally Left Blank.

§ B.3.1.5 Intentionally Left Blank.

§ B.3.1.6 Deviations from the Owner’s Criteria as adjusted by a Modification , if any:

§ B.3.1.7 To the extent the Design-Builder shall be required to submit any Submittals to the Owner for review, indicate any such submissions below:

§ B.3.1.8 Intentionally Left Blank.

§ B.3.1.9 Contingency

§ B.3.1.9.1 Design-Builder Contingency The Design-Build Proposal with a Guaranteed Maximum Price shall include a Design-Builder contingency to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. The Design-Builder shall obtain Owner’s written approval prior to using such contingency, which approval (or denial, if applicable) shall be promptly provided after receipt of a written request from the Design-Builder. The Design-Builder 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 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

A F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-conditions, additional costs that may arise or be associated with tariffs and/or cost escalation due to such tariffs, selective overtime, or the like. Any buyout saving realized through the procurement process, which are tracked separately and indicated in the buyout log prepared by the Design-Builder pursuant to Section 9.2.6 of the Agreement, shall added to the Design-Builder contingency. Upon final completion of the Project, if any Design-Builder contingency has not been used, these remaining funds shall be disbursed back to the Owner to be used at the Owner’s sole discretion.

§ B.3.1.9.1 Owner Contingency The Design-Build Proposal with a Guaranteed Maximum Price may also include an Owner contingency. The Design- Builder shall obtain Owner’s written approval prior to using such contingency, which approval (or denial, if applicable) shall be promptly provided after receipt of a written request from the Design-Builder. The Owner contingency, if any, may be used for unforeseen conditions or other work not included in the Cost of the Work that is related to the Owner’s responsibilities under the Contract or a change requested by the Owner. Upon final completion of the Project, if any Owner contingency has not been used, these remaining funds shall be disbursed back to the

Owner to be used at the Owner’s sole discretion.

ARTICLE B.4 DESIGN-BUILDER’S KEY PERSONNEL, CONSULTANTS, SUBCONTRACTORS, AND SUPPLIERS § B.4.1 The Design-Builder’s key personnel are identified in Exhibit E, the Design-Build Proposal with a Guaranteed

Maximum Price.

§ B.4.2 In addition to the persons or entities identified in the Agreement, the Design-Builder shall retain the following

Consultants, Subcontractors, and suppliers, identified below:

ARTICLE B.5 INTENTIONALLY LEFT BLANK.

ARTICLE B.6 COST OF THE WORK

§ B.6.1 The term Cost of the Work shall mean costs reasonably incurred by the Design-Builder in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Section B.6.2.

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

§ B.6.1.3 Costs shall be at rates not higher than the standard rates paid at the place of the Project, except with prior written approval of the Owner.

§ B.6.2 Cost to Be Reimbursed as Part of the Contract § B.6.2.1 Labor Costs

§ B.6.2.1.1 Wages of construction workers directly employed by the Design-Builder to perform the Construction Work at the site or, with the Owner’s prior written approval, at off-site workshops.

§ B.6.2.1.2 Wages or salaries of the Design-Builder’s supervisory and administrative personnel when stationed at the site and performing Construction Work, with the Owner’s prior written approval.

§ B.6.2.1.3 Intentionally Left Blank.

§ B.6.2.1.4 Wages and salaries of the Design-Builder’s supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Construction Work, but only for that portion of their time required for the Construction Work.

§ B.6.2.1.5 Costs paid or incurred by the Design-Builder, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations, and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Section B.6.2.1.

§ B.6.2.2 Consultant and Subcontract Costs. Payments made by the Design-Builder to the Architect/Engineer, Consultants, Subcontractors, and suppliers in accordance with the requirements of their subcontracts or similar agreements.

A F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-

§ B.6.2.3 Costs of Materials and Equipment Incorporated in the Completed Construction § B.6.2.3.1 Costs, including transportation and storage at the site, of materials and equipment incorporated , or to be incorporated, in the completed construction.

§ B.6.2.3.2 Costs of materials described in the preceding Section B.6.2.3.1 in excess of those actually installed are the responsibility of the Design-Builder’s and are not reimbursable by the Owner unless the excess material is ordered due to approved Shop Drawings. Unused excess materials that were ordered due to approved Shop Drawings, if any, shall become the Owner’s property at the completion of the Construction 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.

§ B.6.2.4 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § B.6.2.4.1 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 Construction 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.

§ B.6.2.4.2 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, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Design-Builder, or a related party as defined in Section B.6.2.7 shall be subject to the Owner’s prior written approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item. Rates of Design-Builder-owned equipment and qua ntities of equipment are subject to the Owner’s prior written approval and must be consistent with those prevailing in the area.

§ B.6.2.4.3 Costs of removal of debris from the site of the Construction Work and its proper and legal disposal.

§ B.6.2.4.4 Intentionally Left Blank.

§ B.6.2.4.5 Costs of materials and equipment suitably stored off the site, insured and bonded, at a mutually acceptable location, with the Owner's prior written approval.

§ B.6.2.5 Miscellaneous Costs § B.6.2.5.1 Premiums for that portion of insurance and bonds required by the Contract that can be directly attributed to the Contract.

§ B.6.2.5.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract, with the Owner’s prior written approval.

§ B.6.2.5.1.2 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.

§ B.6.2.5.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Design-Builder is liable.

§ B.6.2.5.3 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.

§ B.6.2.5.4 Fees of laboratories for tests required by the Contract; except those related to defective or nonconforming

Construction Work for which reimbursement is excluded under Article 12 of the Agreement or by other provisions of the Contract, and which do not fall within the scope of Section B.6.2.6.3.

§ B.6.2.5.5 Intentionally Left Blank.

§ B.6.2.5.6 With the Owner's prior written approval, costs for electronic equipment directly related to the Construction

Work and located at the site, and software directly related to the Construction Work.

A F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-

§ B.6.2.6 Other Costs and Emergencies § B.6.2.6.1 Other costs incurred in the performance of the Construction Work, if, and to the extent, approved in advance in writing by the Owner.

§ B.6.2.6.2 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 Article 10 of the Agreement.

§ B.6.2.6.3 Costs of repairing or correcting damaged or nonconforming Construction Work executed by the Design-

Builder, Subcontractors, or suppliers, provided that such damaged or nonconforming Construction Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, 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, Subcontractors, suppliers, or others.

§ B.6.2.7 Related Party Transactions § B.6.2.7.1 For purposes of this Section B.6.2.7, the term “related party” shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Design -Builder; (2) any entity in which any stockholder in, or management employee of, the Design-Builder holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Design -Builder; or

(4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Design-Builder.

§ B.6.2.7.2 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 Subcontractor, according to the terms of Section 5.9 of the Agreement. If the

Owner fails to authorize the transaction in writing, 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 5.9 of the Agreement.

§ B.6.3 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 B.6.2.1 or as may be provided elsewhere in the Agreement;

.2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Design-Builder or paid to any Subcontractor or vendor, unless the Owner has provided prior written approval;

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

.4 Overhead and general expenses, except as may be expressly included in Section B.6.2;

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

.6 Except as provided in Section B.6.2.6.3 of this Exhibit, costs due to the negligence of, or failure to fulfill a specific responsibility of the Agreement by, 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 ;

.7 Any cost not specifically and expressly described in Section B.6.2;

.8 Costs, other than costs included in Modifications approved by the Owner, that would cause the

Guaranteed Maximum Price to be exceeded;

.9 Costs for services incurred for Design Services are not included as part of the Cost of the Work;

.10 Legal costs of any nature;

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

.12 Damages associated with a Force Majeure Event.

§ B.6.4 Discounts, Rebates, and Refunds § B.6.4.1 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 the amount to be paid, less such discount, 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, A F T

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 Archi tects. This draft was produced at 14:01:16 ET on 04/11/2025 under Order No.4104245379 which expires on 05/31/2025, is not for re sale, 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-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.

§ B.6.4.2 Amounts that accrue to the Owner in accordance with Section B.6.4.1 shall be credited to the Owner as a deduction from the Cost of the Work.

00807833 DB-03P Exhibit B DB Exhibit (Prog. A/E) 5/8/25