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25.12.18 MA DBA AD Miller Inc Document A141®PDB 2024 Standard Form of Agreement Between Owner and Design-Builder for a Progressive Design-Build Project AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced at 15:53:16 MST on 11/06/2025 under Subscription No.20250156187 which expires on , 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: (671a22374724479194c8fb46) 1 AGREEMENT made as of the 18th day of December in the year 2025 BETWEEN the Owner: 100 Mikaela Way P.O. Box 975 Avon, CO 81620 And the Design-Builder: A.D. Miller, Inc. a corporation of the state of Colorado 7006 S. Alton Way, Bldg. E, Suite 100 Centennial, CO 80112 For the following Project: Avon Recreation Center Aquatics Renovation 90 Lake Street Avon, CO 81620 Design and construction of improvements to the existing aquatics facility at Avon Recreation Center, to include, but not limited to: 1. Pool deck, coping, and drainage replacement. 2. Removal and replacement of existing water slide and stairs, reusing existing structural support where possible. 3. Modification of leisure pools and various fixtures. 4. Construction of a new extension and outdoor patio to the aquatics facility in the south-west corner of the building. 5. Removal of existing hot tub. Build a new hot tub within the new facility extension. 6. All associated civil, structural, mechanical, HVAC, plumbing, electrical, and lighting improvements, as required. The Owner and Design-Builder agree as follows. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 2 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 COMPENSATION AND PROGRESS PAYMENTS 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT 4 DESIGN PHASE 5 DESIGN--BUILD AMENDMENT 6 CONSTRUCTION PHASE 7 CHANGES IN THE WORK 8 9 TIME 10 PAYMENT APPLICATIONS AND PROJECT COMPLETION 11 PROTECTION OF PERSONS AND PROPERTY 12 INSURANCE AND BONDS 13 UNCOVERING AND CORRECTION OF CONSTRUCTION WORK 14 COPYRIGHTS AND LICENSES 15 TERMINATION OR SUSPENSION 16 CLAIMS AND DISPUTES 17 MISCELLANEOUS PROVISIONS 18 SCOPE OF THIS AGREEMENT TABLE OF EXHIBITS A INSURANCE B DESIGN-BUILD AMENDMENT C COMPENSATION D PRELIMINARY PROJECT SCHEDULE E PROJECT PHYSICAL CHARACTERISTICS F PERFORMANCE AND PAYMENT BONDS G RISK REGISTER AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 3 ARTICLE 1 GENERAL PROVISIONS § 1.1 Criteria Agreement. § 1.1.1 See Exhibit D for preliminary schedule, notwithstanding the milestones specified in Article 1.1.7 below. § 1.1.2 Designs shall conform to: ; 2024 Model Aquatic Health Code (5th Edition); American Institute of Architects Specifications for Aquatics; 2021 International Building Code (IBC) As far as is reasonably possible, the Design Builder shall report any nonconformities of existing facilities to Owner for written approval prior to commencing any design work to rectify nonconformities. § 1.1.3 See Exhibit E § 1.1.4 NOT APPLICABLE § 1.1.5 NOT APPLICABLE § 1.1.6 -Builder is set forth below: $ 7,600,000.00 § 1.1.7 .1 Design- January 12, 2026 .2 Design Phase milestone dates, if any: (Include dates, such as milestones for Schematic Design, Design Development, or Construction Documents.) Completion of Schematic Architectural Design: January 12, 2026 .3 April 3rd, 2025 .4 Construction commencement date: AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 4 April 14, 2026 .5 Substantial Completion date or dates: October 30, 2026 .6 Other milestone dates: Entire Recreation Center Closure (3-5 days): Tentative Available days - 1st week of May and 1st week of October. § 1.1.8 In the event the Owner requires the Design-Builder to retain a specific person or entity to perform a portion of the Work, such as an architect, consultant, or subcontractor, those persons or entities shall be identified below: NOT APPLICABLE § 1.1.9 2024 Professional Service Agreement For Preliminary Engineering Services (Recreation Center Pool Deck Improvements) between AD Miller and Town of Avon, executed May 29, 2024 2025 Professional Service Agreement For Preliminary Engineering Services (Recreation Center Improvements), executed June 20, 2025 To the extent the provisions of this Agreement - AIAPDB-2024 - conflict with the Agreements identified immediately above, the terms of this Agreement shall control. § 1.1.10 - Services, as required under Section 4.2.8: Design-Builder shall submit to Owner a list of all consultants, sub-contractors and suppliers, accompanied by an experience statement, with pertinent information as to similar projects and other evidence of qualification for each such sub-contractor, person, or organization. List shall include compete contact details including name, mailing address, e-mail address, and phone number for representatives of each sub-contractor and supplier. § 1.1.11 Design-Builder shall not employ any subcontractor or other person or organization (including those who are to furnish the principal items of materials or equipment) whether initially or as a substitute, against whom Owner may have reasonable objection. A subcontractor or other person or organization identified in writing to Owner by Design-Builder and not objected to in writing within 14 days after notification is sent to Owner will be deemed acceptable to Owner. Acceptance of any subcontractor, other person, or organization by Owner shall not constitute a waiver of any right of Owner to reject defective Work. If Owner, after due investigation, has reasonable objection to any subcontractor, other person, or organization proposed by Design-Builder, Design-Builder shall submit an acceptable substitute and the Contract Sum shall be increased or decreased by the difference in cost occasioned by such substitution, and an appropriate Change Order shall be issued. Design-Builder shall not be required to employ any subcontractor, other person, or organization against whom Design-Builder has reasonable objection. Design-Builder shall be fully responsible for all acts and omissions of his subcontractors for whose acts any of them may be liable to the same extent that Design-Builder is responsible for the acts and omissions of persons directly employed by Design- Builder. Nothing in the Contract Documents shall create any contractual relationship between Owner and any subcontractor or other person or organization having a direct contract with Design-Builder, nor shall it create any obligation on the part of Owner to pay or to see to the payment of any moneys due any subcontractor or other person or organization except as may otherwise be required by law. Owner may furnish to any subcontractor or other person or organization, to the extent practicable, evidence of amounts paid to Design-Builder on account of specific Work done. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 5 The identifications of any Drawings shall not control Design-Builder in dividing the Work among subcontractors or delineating the Work to be performed by any specific trade. All Work performed for Design-Builder by a subcontractor will be pursuant to an appropriate agreement between Design- Builder and the subcontractor, which specifically binds the subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of Owner. Design-Builder shall pay each Subcontractor a just share of any insurance moneys received by Design-Builder on account of losses under policies issued pursuant to the terms of this agreement. Design-Builder shall not knowingly employ or contract with a worker without authorization to perform work under this Agreement. Design-Builder shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with workers without authorization to work within the State of Colorado. By entering into this Agreement, Design-Builder certifies that, as of the date of this Agreement, it does not knowingly employ or contract with anyone not authorized to perform work within the State of Colorado who will perform work under the public contract for services. § 1.1.12 -track design and construction, multiple bid packages, or phased construction are set forth below: Recreation Center changing rooms shall remain open during renovation work with the exception of two brief periods identified in 1.1.7.6 above and/or other periods that may be needed which are approved by Owner in writing beforehand. Design Builder shall schedule the Work accordingly to minimize disruption to ongoing operation of other areas of the Center. § 1.2 Project Team § 1.2.1 The Owner identifies the following representative in accordance with Section 8.1.1: Town of Avon Engineering Director, ATTN: Eva Wilson 100 Mikaela Way PO Box 975 Avon, CO 81620 Tel: 970-390-2014 Email: EWilson@Avon.org Town of Avon Project Manager, ATTN: Keith Fraser, Senior Engineer Tel: 970-748-4078 Email: KFraser@Avon.org § 1.2.2 The Owner will retain the following consultants and Separate Contractors: .1 Land Surveyor: To Be Determined .2 Geotechnical Engineer: To Be Determined .3 Civil Engineer: To Be Determined AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 6 .4 Other consultants: To Be Determined .5 Separate Contractors: To Be Determined § 1.2.3 The Design-Builder identifies the following representative in accordance with Section 3.1.2: Adam D. Miller President A.D. Miller Services, Inc. 7006 S. Alton Way, Bldg. E Centennial, CO 80112 adammiller@admillerinc.com § 1.2.4 In addition to those persons or entities identified in Section 1.1.8, the Design-Builder shall retain the Architect, Consultants, Subcontractors, and suppliers identified below: OLC Architecture, Counsilman-Hunsaker Aquatics, The Ballard Group, Calibre, Marcin Engineering, ADM Precon, IES Electrical, Subcontractor Consultant/ Aquatics, and CMT Geotechnical. § 1.2.5 - § 1.3 Dispute Resolution. This Agreement shall be governed by and interpreted according to the laws of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate Court in Eagle County, Colorado. The Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement in order to reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement. The parties agree that the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. § 1.3.1 Initial Resolution of Claims. Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Construction Work set forth in Section 13.2.2, or arising under Sections 11.3 and 11.4, shall be: [ X ] Subject to a Meet and Confer obligation in accordance with Section 16.2.1. § 1.3.2 Binding Dispute Resolution. For any Claim subject to, but not resolved by, mediation pursuant to Section 16.4, the method of binding dispute resolution shall be the following: [ X ] Litigation in a court of competent jurisdiction in Eagle County, Colorado. § 1.4 Definitions § 1.4.1 Architect. The Architect is a person or entity providing Design Services for the Design-Builder for all or a portion of the Work and is lawfully licensed to practice architecture in the applicable jurisdiction. The Architect is referred to throughout the Design-Build Documents as if singular in number. § 1.4.2 Confidential Information. Confidential Information is information containing confidential or business proprietary This definition does not affect the requirement of Owner to comply with the Colorado Open Records Act, C.R.S. § 2-72-203 or any applicable law, regulation, or court order. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 7 § 1.4.3 Consultant.A Consultant is a person or entity providing services for the Design-Builder for all or a portion of the Work and is referred to throughout the Design-Build Documents as if singular in number. If the Consultant provides professional services, the Consultant shall be lawfully licensed to provide such services, as required by the applicable jurisdiction. § 1.4.4 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. § 1.4.5 Contract Time. Contract Time is the period of time identified in the Design-Build Amendment, measured from the date for Commencement of the Construction Work, including authorized adjustments, established as the period for the Design- Builder to achieve Substantial Completion of the Work. § 1.4.6 Subcontractor. A Subcontractor is a person or entity performing all or a portion of the construction, required in connection with the Work, for the Design-Builder. Each Subcontractor shall be lawfully licensed as required in the jurisdiction where the Project is located. § 1.4.7 Day. -Build Documents shall mean calendar day unless otherwise specifically defined. § 1.4.8 Design-Build Documents. The Design-Build Documents consist of this Agreement between Owner and Design-Builder (hereinafter, this Agreement), other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. The Design-Build Documents will also include the Drawings, Specifications, other documents listed in Article B.3 of the Design-Build Amendment and Construction Documents reviewed and approved by the Owner. If anything in the other Design-Build Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. § 1.4.9 Design-Builder. The Design-Builder is the person or entity identified as such in this Agreement and is referred to throughout the Design---Builder or the Design-entative. § 1.4.10 Guaranteed Maximum Price. The Guaranteed Maximum Price is the maximum sum that the Owner is obligated to pay to Design-Builder for the Work following execution of the Design-Build Amendment, subject to additions and deductions by Change Order as provided in the Design-Build Documents. The Guaranteed Maximum Price shall include: (a) the Cost of the Work; (b) the Design- Project Contingency, as set forth in Section 1.4.10.3 and Section 5.1.4. The Guaranteed Maximum Price shall include all sales, consumer, use, and similar taxes for the Work provided by the Design- Builder that are legally enacted, whether or not yet effective, at the time the Design-Build Amendment is executed. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Design-Builder without reimbursement by the Owner. § 1.4.10.1 Contract Sum. The Contract Sum is the Cost of the Work plus the Design- guaranteed by the Design-Builder not to exceed the Guaranteed Maximum Price established by the Design-Build Amendment. § 1.4.10.2 Cost of the Work. The Cost of the Work shall mean costs necessarily incurred by the Design-Builder in the proper performance of the Work and includes the cost of the Construction Work and compensation for Design Services. § 1.4.10.2.1 The Cost of the Work shall include only the items identified as Costs to be Reimbursed in Section 2.3.2 of this Agreement. § 1.4.10.2.2 Where, pursuant to the Design-- Builder shall obtain such approval in writing prior to incurring the cost. § 1.4.10.2.3 Costs shall be at rates not higher than the RS Means Building Construction Costs data book as published for 2026, except with prior approval of the Owner. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 8 §1.4.10.3 Project Contingency.Owner and Design-Builder shall compile a Risk Register (as Exhibit G) to identify contingencies which comprise the Project Contingency, approximate financial impacts, reason for inclusion, and a probability of occurrence. The Risk Register shall be reviewed on a monthly basis or more frequently if required by Owner. § 1.4.11 Work. -Builder during the Design Phase, (c) Design Services performed during the Design Phase, (d) Design Services performed during the Construction Phase, and (e) Construction Work required by the Design-Build Documents. § 1.4.11.1 Design Services. architects and engineers, which are required to fulfill the Design--Build Documents. Design Services do not include professional or other services necessary to support Construction Work which are provided by Subcontractors engaged by the Design-Builder. § 1.4.11.2 Construction Work. Design-Build Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided, or to be provided, by the Design-Builder to fulfill the Design--Build Documents. § 1.4.12 Early Release Work. Scope of the Work that the Owner authorizes the Design-Builder to commence before the parties execute the Design-Build Amendment. § 1.4.13 Instruments of Service. Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Design-Builder, Subcontractors, Architect, or Consultants under their respective agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, designs, specifications, and other similar materials. Instruments of Service are part of the Work and, upon payment in full for services rendered, are Property of Town. Instruments of Service shall be deemed work made for hire and made in the course of Services performed under this Agreement and will be the exclusive property of the Town. The Town will have an unlimited right to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute, and sell the Work, in whole or in part, or combine the Work with other matter, or not use the Work at all, as it sees fit. Any reuse of the Work produced under this Agreement for any purpose not directly related to this Agreement will be at the sole risk of Town and the Design/Builder is released of liability associated with the continued use of the project documents under such circumstances. § 1.4.14 Notice § 1.4.14.1 Except as otherwise provided in Section 1.4.14.2, where the Design-Build Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission as set forth below: To Owner: by email with delivery and read receipts as generated by mailer to: Nina Williams, Town eering Director [EWilson@Avon.org] To Design-Builder: by email to: Adam Miller, President (adammiller@admillerinc.com) § 1.4.14.2 Notice of Claims as provided in Section 16.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.4.15 Owner. The Owner is the person or entity identified as such in this Agreement and is referred to throughout the Design- AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 9 § 1.4.16 The Project.The Project is comprised of all design and construction, of which the Work performed under the Design- Build Documents may be the whole or a part, and may include design and construction by the Owner and by Separate Contractors. § 1.5 The Owner and Design- changes after execution of this Agreement, the Owner and the Design-Builder shall execute a Modification to adjust the Project schedule, the Design-- § 1.6 The Design-Builder accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to exercise the Design- construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and agrees to furnish and approve, in a timely manner, information required by the Design-Builder and to make payments to the Design-Builder in accordance with the requirements of the Design-Build Documents. ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS § 2.1 Compensation for Work Prior To Execution of Design-Build Amendment § 2.1.1 For the Design-, the Owner shall compensate the Design-Builder as follows: As described in Exhibit C. The Total amount of compensation for Work performed by Design-Builder (including any Architects and or Consultants) prior to the execution of the Design-Build Amendment is not to exceed $628,000. § 2.1.2 For the Design- 4.7.1 and for any Sustainability Services required pursuant to Section 4.7.3, the Owner shall compensate the Design-Builder as follows: As set forth in Exhibit C. § 2.1.3 For Additional Services that may arise during the Design Phase, including those under Section 4.8, the Owner shall compensate the Design-Builder as follows: As set forth in Exhibit C. § 2.1.4 Compensation for Other Design Phase Services and Additional Services of the Design- Consultants, when not included in Sections 2.1.2 or 2.1.3, shall be the amount invoiced to the Design- Consultant plus the actual time spent by the Design- in Exhibit C. § 2.1.5 When compensation for Design Phase Basic Services is based on a stipulated sum, the proportion of compensation for each phase of services shall be as follows: NOT APPLICABLE. § 2.1.6 The hourly billing rates for services of the Design-Builder and the Design- Subcontractors, if any, are set forth below. The rates shall not be adjusted within the duration of this agreement. As set forth in Exhibit C. § 2.1.7 Compensation for Reimbursable Expenses Prior To Execution of Design-Build Amendment § 2.1.7.1 Reimbursable Expenses are in addition to compensation set forth in Sections 2.1.1, 2.1.2, 2.1.3, and 2.1.4 and include expenses directly related to the Project incurred by the Design-Builder and the Design- Subcontractors, as follows: AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 10 .1 Fees paid for securing approval of authorities having jurisdiction over the Project, Building Permit, and Associated Fees from Authorities Having Jurisdiction are by Owner. .2 Physical models, mock-ups, professional photography, and presentation materials requested by the Owner; and .3 Other Project-related expenditures, only if authorized in advance by the Owner. § 2.1.7.2 For Reimbursable Expenses, the compensation shall be the approved expenses the Design-Builder and the Design- plus the actual time spent by the Design- accountant processing said expenses at the rates agreed in Exhibit C. § 2.1.8 Payments to the Design-Builder Prior to Execution of Design-Build Amendment § 2.1.8.1 Unless otherwise agreed, payments for Work prior to execution of the Design-Build Amendment, including the Design Phase Basic Services, Other Design Phase Services, and Additional Services, shall be made monthly upon presentation of the Design- § 2.1.8.1.1 Amounts unpaid after Sixty (60) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof, at the legal rate prevailing from time to time at the principal place of business of the Design-Builder. 8.0% Interest § 2.1.8.2 Records of Reimbursable Expenses and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times for a period of two years following execution of the Design-Build Amendment or termination of this Agreement, whichever occurs first. § 2.2 Payment for Early Release Work For the Design--Builder in accordance with the authorization for the Early Release Work, unless otherwise agreed to by the parties. § 2.3 Compensation for Work Performed After Execution of Design-Build Amendment (Exhibit B) § 2.3.1 Guaranteed Maximum Price § 2.3.1.1 For the Design--Build Amendment, the Owner shall pay to the Design-Builder the Contract Sum up to the Guaranteed Maximum Price as set forth in this Section 2.3.1, in Article 10, and the Design-Build Amendment. § 2.3.1.2 The Design- Percentage of Cost of the Work as set forth in Exhibit C. § 2.3.1.3 The method of adjustment of the Design- Percentage of Cost of the Work as set forth in Exhibit C. § 2.3.1.4 Limited to the approved rate as set forth in Exhibit C. § 2.3.1.5 Rental rates for Design-Builder-owned equipment shall not exceed the standard rental rate paid at the place of the Project. § 2.3.1.6 Liquidated Damages The Design-- to achieve Substantial Completion within the Contract Time shall be as follows: AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 11 Should Design-Builder fail to complete the Work, or any part thereof, within the Contract Time stipulated in this Agreement, or within such extra time as may have been allowed for delays by extensions granted as provided in the Contract Documents, the Design-Builder shall reimburse the Owner for the additional expenses and damage for each calendar day, Sundays and holidays excluded, that the Contract remains uncompleted after the Substantial Completion date. Substantial Completion is defined as the issuance of a Temporary Certificate of Occupancy (TCO) or Certificate of Occupancy (CO) and other applicable formal approvals. It is agreed that the amount of such additional expense and damage, incurred by reason of failure to complete the Work, is $1,500.00 per day and will be doubled to $3,000.00 per day after 30 days. These amounts are agreed upon as liquidated damages for the loss to the Owner due to the impracticability and extreme difficulty of fixing and ascertaining the actual damages the Owner would, in such event, sustain. It is expressly understood and agreed that this amount is not to be considered in the nature of a penalty, but as liquidated damages which have accrued against the Design-Builder, and the Owner is authorized to deduct the amount of such damages from any monies due the Design-Builder for Work performed or material furnished under this Agreement and the Design-Builder and its Sureties shall be liable for any excess. In the event that this section conflicts with any other provision regarding liquidated damages within the Contract Documents, this section shall control. § 2.3.2 Costs to Be Reimbursed § 2.3.2.1 Labor Costs § 2.3.2.1.1 If agreed rates for labor costs, in lieu of actual costs, are provided in this Agreement, the rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 2.3.2.2 Consultant and Subcontract Costs. Payments made by the Design-Builder to the Architect, Consultants, Subcontractors, and suppliers in accordance with the requirements of their subcontracts or similar agreements. § 2.3.2.3 Costs of Materials and Equipment Incorporated in the Completed Construction § 2.3.2.3.1 Costs, including transportation and storage at the site, of materials and equipment incorporated or to be incorporated in the completed construction. § 2.3.2.5 Miscellaneous Costs § 2.3.2.5.1 Premiums for that portion of Liability Insurance during the design phase and Performance and Labor & Materials -Build Documents that can be directly attributed to this Agreement. § 2.3.2.5.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Design-Build Documents, § 2.3.3 Costs Not to Be Reimbursed The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Design-Builder's personnel not associated with or working on the project, except as specifically provided in Section 2.3.2.1 or as may be provided elsewhere in this 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, Sub-Subcontractor, or vendor, unless the Owner has provided prior approval; .3 Expenses of the Design-Builder's principal office and offices other than the site office; .4 Overhead and general expenses associated, except as may be expressly included in Section 2.3.2 and Exhibit C for Cost of Work; AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 12 .5 The Design-- .6 Except as provided in Section 2.3.2.6.3 of this Amendment, costs due to the negligence of, or failure to fulfill a specific responsibility of this Agreement by, the Design-Builder, Subcontractors, 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 2.3.2; and .8 Costs, other than costs included in Modifications approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. § 2.3.4 Discounts, Rebates, and Refunds § 2.3.4.1 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, 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. § 2.3.4.2 Amounts that accrue to the Owner in accordance with Section 2.3.4.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 2.3.5 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 an and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Design- accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, memoranda, and other data relating to this Agreement. 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. ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT § 3.1 General § 3.1.1 The Design-Builder shall comply with any applicable licensing requirements in the jurisdiction where the Project is located. § 3.1.2 The Design-Builder shall designate in writing a representative who shall have express authority to bind the Design- Builder with respect to all matters under this Agreement. § 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents. The Design-Builder shall not be relieved of its obligations to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections, or approvals of the Owner. § 3.1.4 If the Design-Builder performs Work contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Design-Builder shall assume sole responsibility for such Work and the costs attributable to correction shall not be a Cost of the Work. § 3.1.4.1 Neither the Design-Builder nor any Subcontractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities. If the Design-Builder determines that implementation of any instruction received from the Owner, including those or lawful orders of public authorities, the Design-Builder shall notify the Owner in writing. Upon confirmation by the Owner that -Builder shall execute a Modification. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 13 § 3.1.5 The Design-Builder shall be responsible to the Owner for acts and omissions of the Design- Architect, Consultants, Subcontractors, and their agents and employees, and any other persons or entities performing portions of the Work for, or on behalf of, the Design-Builder. § 3.1.6 The Design-Builder shall schedule and conduct bi-weekly meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work. § 3.1.7 The Design-Builder shall furnish the services of Architects, Consultants, Subcontractors, and suppliers identified in Article 1 or otherwise required to fulfill its obligations under the Design-Build Documents. The Owner understands and agrees that the services of such parties are performed in the sole interest of, and for the exclusive benefit of, the Design-Builder. When applicable law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified and licensed professionals. § 3.1.8 The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary approvals of authorities having jurisdiction over the Project. § 3.1.9 Progress Reports § 3.1.9.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or otherwise as agreed to by the Owner and Design-Builder, the Design-Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below: .1 Work completed for the period; .2 Project schedule status; .3 Submittal schedule and status report, including a summary of outstanding Submittals; .4 Requests for information to be provided by the Owner, including those that are outstanding; .5 Approved Change Orders and Change Directives; .6 Pending Change Order and Change Directive status reports; .7 Tests and inspection reports; .8 Status report of Work rejected by the Owner; .9 Status of submissions and approvals required by authorities having jurisdiction over the Project; .10 Status of Claims previously submitted in accordance with Article 16; .11 Cumulative total of (a) Basic Design Phase Services, Other Design Phase Services, Additional Design Phase Services, and Reimbursable Expenses performed prior to execution of the Design-Build Amendment, (b) Contract Sum, and (c) Value of the Risk Register / Project Contingency, to date; .12 Current Project cash-flow and forecast reports; .13 A cost summary, comparing actual costs to updated cost estimates; and .14 Additional information as agreed to by the Owner and Design-Builder. § 3.1.10 Design- Schedule § 3.1.10.1 The Design-Builder, as part of the Design- Project schedule shall (1) include the time required for design and construction, (2) not exceed time limits set forth under the Design-Build Documents, (3) be revised at appropriate intervals as required by the conditions of the Work and the Design-Build Docume of submissions by authorities having jurisdiction over the Project. § 3.1.10.2 The Design-Builder shall perform the Work in general accordance with the most recent Project schedule accepted by the Owner. § 3.1.11 Standard of Care The Design-Builder shall perform (a) the Preconstruction Services, (b) other services required of the Design-Builder during the Design Phase, and (c) Design Services performed during the Design Phase and Construction Phase consistent with the degree of skill and care ordinarily provided by Design-Builders performing the same services in the same or similar locality under the same or similar circumstances. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 14 § 3.1.12 Warranty The Design-Builder warrants to the Owner that the Construction Work furnished under the Contract will be of good quality and new unless the Design-Build Documents require or permit otherwise for a 2-year period from Substantial Completion. If required by the Owner, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The Design-Builder further warrants that the Construction Work will conform to the requirements of the Design-Build Documents and will be free from defects, except for those inherent in their quality or otherwise expressly permitted by the Design-Build Documents, for a 2-year period from Substantial Completion. Construction Work not conforming to these requirements may be considered defective. The Design- by abuse, alterations to the materials, equipment, or construction not executed by the Design-Builder, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. § 3.1.13 Royalties, Patents, and Copyrights § 3.1.13.1 The Design-Builder shall pay all royalties and license fees for designs, processes, or products, required by the Design- Build Documents. § 3.1.13.2 The Design-Builder shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and its Separate Contractors and consultants harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the patent is discovered by, or made known to, the Design-Builder, the Design-Builder shall be responsible for the loss unless such information is promptly furnished to the Owner. If the Owner receives notice from a patent or copyright owner of an alleged violation of a patent or copyright, attributable to the Design-Builder, the Owner shall give prompt notice to the Design-Builder. § 3.1.14 Indemnification § 3.1.14.1 To the fullest extent permitted by law, Design-Builder agrees to indemnify, defend and hold harmless Owner, Advisor (if any), their officers, agents, and employees demands for damages to persons or property which arise out of, result from, or are in any manner connected with the Work to be performed under this Agreement, to the extent such injury, loss, or damage is caused by, or is claimed to be caused by, the negligent acts, errors or omissions of Design-Builder, any officer, employee, or agent of Design-Builder, any Subcontractor, Design-Professional, Subconsultant, or anyone else employed directly or indirectly by any of them or anyone for whose acts any of them may be liable. § 3.1.14.2 To the fullest extent permitted by law, Design-Builder shall defend any and all claims or suits which may be brought or threatened against Indemnitees and shall pay on behalf of Indemnitees any expenses incurred by reason of such claims, Such payments on behalf of Indemnitees shall be in addition to any and all other legal remedies available to Owner and shall not be cons § 3.1.14.3 To the fullest extent permitted by law, Design- notice of a claim is first provided to Owner regardless of whether the claimant has filed suit on the claim. Design- indemnification obligations shall include, but not be limited to, any claim made against Indemnitees by: (a) Design- employees, Subcontractors, Sub-subcontractors, Material Suppliers, Equipment Suppliers, Design Professional, or Subconsultants who have been injured on property owned by Owner; or (b) any third parties sustaining injury or damages stemming from the performance of the Work, or (c) any third parties claiming patent, copyright or trademark infringement. § 3.1.14.4 To the fullest extent permitted by law, Owner shall indemnify Design-Builder, any officer, employee, or agent of Design-Builder, Design Professional, any Subcontractor, or any Subconsultant from any acts of gross negligence on behalf of the Owner. § 3.1.15 Contingent Assignment of Agreements § 3.1.15.1 Design-Builder shall not assign the whole or any part of this Agreement or any monies due or to become due thereunder without the written consent of Owner and of the Surety on Design-Builder's bonds. A copy of the consent of the Surety, together with a copy of the assignment, shall be filed with Owner. If Design-Builder assigns all or any part of any monies due or to become due under the Design-Build Documents, the instrument of assignment shall contain a clause to the effect that it is agreed AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 15 that the right of the assignee in and to any monies due or to become due to Design-Builder under the Design-Build Documents shall be subject to prior claims and liens of all persons, firms and corporations for services rendered, for the payment of all Materials and Equipment furnished, for payment of all Construction Equipment used or rented in the performance of the Work, and for the payment of any liens, claims, or amounts due federal, state or local governments or any of their special enterprises. § 3.1.15.2 If this Agreement by Owner is terminated for cause or for convenience, each subcontract shall be assigned by Design- Builder to Owner, subject to the prior rights of the Surety, provided that (1) this Agreement is terminated by Owner pursuant to the requirements herein; and (2) If Owner accepts such assignment after termination by notifying the Subcontractor and Design- Builder in writing, and assumes all rights and obligations of Design-Builder pursuant to each subcontract agreement. Design- Builder shall cause all appropriate Subcontractor information, documentation and contracts to be provided to Owner in the event of an assignment. In the event Owner accepts such assignment and the Work has been suspended for more than thirty (30) Days, . Upon such assignment to Owner, Owner may further assign the subcontract to a successor design-builder or other entity. § 3.1.16 Design- Insurance and Bonds. The Design-Builder shall purchase and maintain insurance and provide bonds as set forth in Article 12 and Exhibits A (Insurance) and Exhibit F (Bonds). ARTICLE 4 DESIGN PHASE § 4.1 Design- Design Phase Basic Services The Design- Schematic Design Services, Design Development Services, and Construction Documents Services described in this Article 4. § 4.2 Preconstruction Services § 4.2.1 Any information submitted by the Design-Builder, and any interim decisions made by the Owner, shall be for the purpose -Builder execute a Modification. § 4.2.2 The Design-Builder shall advise and make recommendations to the Owner on proposed site use and improvements, selection of materials, building systems and equipment, and temporary Project facilities. The Design-Builder shall also provide the Owner with rec time requirements for procurement, installation, and construction; and factors related to construction cost, including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. § 4.2.3 The Design-Builder shall schedule and conduct meetings with the Owner, Architect, Consultants, and Subcontractors, as necessary, to discuss such matters as procedures, progress, coordination, and scheduling of the Work. § 4.2.4 In accordance with Section 1.1.5, the Design-Builder shall coordinate with the Owner in establishing building information modeling and digital data protocols for the Project governing the development, use, transmission, and exchange of, and reliance on, digital data. § 4.2.4.1 Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols isk and without liability to the other party and its subcontractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 4.2.5 The Design-Builder shall provide recommendations to the Owner with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction, taking into consideration cost reductions, cost information, constructability, provisions for temporary facilities, procurement, and construction scheduling issues. § 4.2.6 The Design-Builder shall, with the Owner, consider the value of alternative materials, building systems, and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Section 8.2.2. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 16 § 4.2.7 As the Design-Builder progresses with the preparation of the Schematic Design, Design Development, and Construction Documents, the Design-Builder shall consult with the Owner and make recommendations regarding constructability and schedules, for the Owner § 4.2.8 The Design- § 4.2.9 If the Owner identified a Sustainable Objective in Article 1, the Design-Builder shall fulfill its Design Phase responsibilities as required in AIA Document A141PDB 2024 Exhibit C, if any, attached to this Agreement. § 4.2.10 The Owner shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Design-Builder. § 4.2.11 Cost Estimating § 4.2.11.1 Based on the Design-- review and approval, a preliminary estimate of the Guaranteed Maximum Price. If the Design-Builder recommends alternatives riteria, the Design-Builder shall provide cost evaluations of those alternatives. § 4.2.11.2 As the Design-Builder progresses with the preparation of the Schematic Design, Design Development, and Construction Documents, the Design-Builder shall prepare and update, at appropriate intervals agreed to by the Owner and Design-Builder, an estimate of the Guaranteed Maximum Price with increasing detail and refinement. The estimates shall include costs to account for the further development of the design, price escalation, and market conditions, until such time as the parties agree on a Guarant § 4.2.11.3 If, prior to the conclusion of the Design Development Phase, the Design- -Builder shall make appropriate recommendations to the Owner § 4.2.11.4 If the Design- .1 Give written approval of an increase in the budget for the Guaranteed Maximum Price; .2 Terminate in accordance with Section 15.1.5; .3 In consultation with the Design-Builder, revise the Project program, scope, quality, or other Owner Criteria as required to reduce the Guaranteed Maximum Price; or .4 Implement any other mutually acceptable alternative. § 4.2.11.5 If the Owner chooses to proceed under Section 4.2.11.4.3, the Design-Builder, without additional compensation, shall Guaranteed Maximum Price at the conclusion of the Design Development Services, or the budget as adjusted under Section 4.2.11.4.1. The Design-- this Section 4.2.11. § 4.2.11.6 After incorporation of revisions under Section 4.2.11.5, the Design-Builder shall, as an Additional Service, make required revisions to the Drawings, Specifications or other documents necessitated by the Design- estimates or the Design- the excess is due to changes initiated by the Design-Builder in scope, basic systems, or the kinds and quality of materials, finishes or equipment. § 4.2.11.7 The Design-Builder does not warrant or guarantee estimates and schedules except as may be included as part of the Design-Builder Amendment. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 17 § 4.2.12 Subcontractors and Suppliers § 4.2.12.1 The Design-Builder shall provide a contracting plan for subcontractor, consultant, and supplier procurement, § 4.2.12.2 The Design- § 4.2.12.3 The processes described in Section 6.8 shall apply for Early Release Work. § 4.2.13 Early Release Work § 4.2.13.1 The Design- Work which includes (a) portions of the Design Services or Construction Work that will be issued for procurement and construction in advance of the Design-Build Amendment, and (b) materials or equipment that must be procured prior to execution of the Design-Build Amendment. § 4.2.13.2 If the Owner accepts the Design--Builder shall schedule for performance, compensation, payments, retainage, insurance and bonds, and other terms and conditions applicable to procurement and performance of the Early Release Work. The Design-Builder has no obligation to commence procurement and performance of Early Release Work until the Owner and Design-Builder execute such authorization. § 4.2.13.3 Following execution of the authorization, the Design-Builder shall expedite and coordinate the procurement and performance of Early Release Work in accordance with this Agreement and such authorization. Following execution of the Design-Build Amendment, compensation for the Early Release Work shall be included in the Guaranteed Maximum Price and the time for performing the Early Release Work shall be included in the Contract Time. § 4.2.13.4 Early Procurement of Materials or Equipment by Owner § 4.2.13.4.1 If the Owner agrees to procure any materials or equipment prior to execution of the Design-Build Amendment, the Owner shall procure the materials or equipment on terms and conditions acceptable to the Design-Builder. After execution of the Design-Build Amendment, the Owner shall assign all contracts for these materials or equipment to the Design-Builder and the Design-Builder shall thereafter accept responsibility for them. § 4.3 Evaluation of the Criteria § 4.3.1 The Design-Builder shall visit the Project site to become generally familiar with local conditions under which the Work is to be performed. § 4.3.2 The Design-Builder shall schedule and conduct meetings with the Owner and other necessary individuals or entities to 1.1. § 4.3.3 In accordance with Section 1.1.7.1, the Design-Builder shall prepare and submit a written report to the Owner, summarizing the Design- .1 A description of local conditions under which the Work is to be performed, including conditions that may affect performance of the Work; .2 Illustrations depicting the scale and relationship of the Project components, including possible alternative approaches to design and construction of the Project; .3 Allocations of program functions, detailing each function and their square foot areas, and, if necessary, .4 Recommendations, if any, with regard to accelerated or fast-track scheduling, procurement, or phased construction; .5 A preliminary estimate of the Guaranteed Maximum Price, and, if necessary, recommendations to adjust the .6 A preliminary estimate of the compensation for Design Services to be performed after execution of the Design AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 18 Build Amendment; .7 Criteria to conform with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities; .8 A Project schedule, which shall include proposed dates for (i) design milestones; (ii) receiving additional information from, or for work to be completed by, the Owner; (iii) submission of the Design- proval of Design Phase submissions; and, (v) review and approval of submissions by authorities having jurisdiction; .9 § 4.3.4 The Owner shall review the Design--Builder with written consent to proceed to the development of the Schematic Design as described in Section 4.4. § 4.3.5 and the Design-Builder shall execute a Modification pursuant to Article 7. § 4.4 Schematic Design Services § 4.4.1 --Builder shall prepare Schematic documents including a site plan, if appropriate, and preliminary building plans, sections, and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 4.4.2 The Design-Builder shall consider sustainable design alternatives, such as material choices and building orientation, s Criteria a services as Other Design Phase Services under Section 4.7. § 4.4.3 The Design-Builder shall submit the Schematic Design Documents to the Owner for review and approval. The Design- Builder and Architect shall meet with the Owner to review the Schematic Design Documents. § 4.4.4 - Maximum Price at the conclusion of the Schematic Design Services, the Design-Builder shall take action under Section 4.2.11.3, if necessary, an Documents are required at the conclusion of the Schematic Design Services, the Design-Builder shall incorporate the required revisions as Design Development Services. § 4.5 Design Development Services § 4.5.1 -Builder shall prepare Design Development Documents describe the development of the approved Schematic Design Documents, and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall include outline specifications that identify major materials and systems and establish in general their quality levels. § 4.5.2 The Design-Builder shall submit the Design Development Documents to the Owner for review and approval. The Design- Builder and Architect shall meet with the Owner to review the Design Development Documents. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 19 § 4.5.3 - Maximum Price at the conclusion of the Design Development Services, the Design-Builder shall take action as required under Section 4.2.11.4, if Design Development Documents are required at the conclusion of the Design Development Services, the Design-Builder shall incorporate the required revisions as Construction Documents Services. § 4.6 Construction Documents Services § 4.6.1 -Builder shall prepare Construction Documents the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems, and other requirements for the Construction Work. The Construction Documents shall incorporate, or be updated to incorporate, agreed upon clarifications and assumptions, if any, from the Design--Build Amendment. The Owner and Design-Builder acknowledge that, in order to perform the Construction Work, the Design-Builder will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Owner shall review in accordance with Section 6.3. § 4.6.2 The Design-Builder shall incorporate the requirements of authorities having jurisdiction over the Project into the Construction Documents. § 4.6.3 The Design-Builder shall submit the Construction Documents to the Owner for review and approval. The Design-Builder and the Architect shall meet with the Owner to review the Construction Documents. § 4.6.4 -Builder shall revise the Construction Documents and request -Build Documents upon the Own § 4.6.4.1 If the Design-Build Amendment has not been executed prior to completion of the Construction Documents Services, the Design-Builder shall provide an estimate of the Guaranteed Maximum Price to the Owner and take such action as required under Section 4.2.11 § 4.7 Other Design Phase Services § 4.7.1 The Design-Builder shall provide the Other Design Phase Services listed below only if specifically designated in the table below as the Design--Builder as provided in Section 2.1.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Design-Builder is designated, the parties agree that the Other Design Phase Service listed below is not being provided for the Project. Other Design Phase Services Responsibility (Design-Builder or Owner) § 4.7.1.1 Assistance with selection of subcontractors Design-Builder § 4.7.1.2 Programming N/A § 4.7.1.3 Multiple preliminary designs Completed § 4.7.1.4 Measured drawings Design-Builder § 4.7.1.5 Existing facilities surveys (within project area) Design-Builder § 4.7.1.6 Site evaluation and planning (within project area) Design-Builder § 4.7.1.7 Development of Building Information Models for post-construction use N/A § 4.7.1.8 Landscape design Owner § 4.7.1.9 Architectural interior design Design-Builder AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 20 § 4.7.1.10 Post-occupancy evaluation N/A § 4.7.1.11 Facility support services N/A § 4.7.1.12 Tenant-related services N/A § 4.7.1.13 Design- consultants N/A § 4.7.1.14 Telecommunications/data design N/A § 4.7.1.15 Security evaluation and planning N/A § 4.7.1.16 Commissioning Design-Builder § 4.7.1.17 Sustainable Project Services pursuant to Section 4.7.3 N/A § 4.7.1.18 Historic preservation N/A § 4.7.1.19 Civil engineering Design-Builder § 4.7.1.20 Pool Equipment design Design-Builder § 4.7.1.21 Other services provided by specialty consultants Design-Builder § 4.7.1.22 Other Design Phase Services TBD § 4.7.2 Description of Other Design Phase Services § 4.7.2.1 A description of each Service identified in Section 4.7.1 as the Design- NOT APPLICABLE § 4.7.2.2 A description of each Other Design Phase Service identified in Section below. NOT APPLICABLE § 4.7.3 If the Owner identified a Sustainable Objective in Article 1, the Design-Builder shall provide, as an Other Design Phase Service, the Sustainability Services required in AIA Document A141PDB 2024 Exhibit C, attached to this Agreement. The Owner shall compensate the Design-Builder as provided in Section 2.1.2. § 4.8 Design Phase Additional Services The Design-Builder may provide Additional Services after execution of this Agreement without invalidating this Agreement. Except for services required due to the fault of the Design-Builder, any Additional Services provided in accordance with this Section 4.8 shall entitle the Design-Builder to compensation pursuant to Section 2.1.3 and an appropriate adjustment in the Design- § 4.8.1 Upon recognizing the need to perform the following Additional Services, the Design-Builder shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Design-Builder shall not proceed to provide the following Additional Services until the Design- .1 Owner, approvals given by the Owner, or a material change in the Project, including size, quality, complexity, .2 Making revisions in Drawings, Specifications, or other documents as required pursuant to Section 4.2.11.6, when such revisions are required because the Design- Design- excess is due to changes initiated by the Design-Builder in scope, capacities of basic systems, or the kinds and quality of materials, finishes, or equipment; .3 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .4 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by authorities having AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 21 jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the applicable standard of care; .5 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of .6 Contractors, or to other Owner-authorized recipients; .7 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .8 Preparation for, and attendance at, a public presentation, meeting, or hearing; .9 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Design- Builder is party thereto; .10 Consultation concerning replacement of Construction Work resulting from fire or other cause during construction; .11 Assistance to the Project Neutral, if any; and .12 Additional preconstruction services of the Design-Builder in excess of those identified in this Article 4. § 4.9 Design Phase Responsibilities. consultants, and of each Separate Contractor, with the Design Services of the Design-Builder, who shall cooperate with them. ARTICLE 5 DESIGN- PROPOSAL AND DESIGN-BUILD AMENDMENT § 5.1 Design- Proposal § 5.1.1 At a time to be mutually agreed upon by the Owner and the Design-Builder, but no earlier than the conclusion of the Design Development Services, the Design-Builder shall prepare the Design- acceptance. § 5.1.2 To the extent that the Design-Build Documents are anticipated to require further development, the Guaranteed Maximum Price in the Design- Design-Build Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. § 5.1.3 The Design-Builder shall include with the Design- the following: .1 A list of the Drawings and Specifications, including all Addenda thereto; .2 A list of all Submittals that will be submitted to the Owner in accordance with Section 6.3.5; .3 A list of the clarifications and assumptions made by the Design-Builder in the preparation of the Design- Proposal, including assumptions under Section 5.1.2; .4 A statement of the proposed Guaranteed Maximum Price; .5 The Design- which the Design- .6 A list of the Design- .7 A date by which the Owner must accept the Design- § 5.1.4 In preparing the Design--Builder shall include the then current value of the Risk Register / Project Contingency, as approved by Owner, as the Design- contingency to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. § 5.1.5 The Design-Builder shall meet with the Owner to review the Design- discovers any inconsistencies or inaccuracies in the information presented, the Owner shall promptly notify the Design-Builder, who shall make appropriate adjustments to the Design- § 5.2 Design-Build Amendment § 5.2.1 If the Owner and Design-Builder agree on the Design--Builder shall execute the Design-Build Amendment setting forth the Guaranteed Maximum Price with the information and assumptions upon which it is based, the Contract Time, and the terms of their agreement. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 22 § 5.2.2 The Design-Builder shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Design-Build Amendment unless the Owner provides prior written authorization for such costs. § 5.2.3 - Proposal. ARTICLE 6 CONSTRUCTION PHASE § 6.1 Commencement of the Construction Work. Except for any Early Release Work described in Section 4.2.13, the date of commencement of the Construction Work shall be the date identified in the Design-Build Amendment. § 6.2 Supervision. The Design-Builder shall supervise and direct the Construction Work, using the Design- and attention. The Design-Builder shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Construction Work under this Agreement, unless the Design-Build Documents provide other specific instructions concerning these matters. § 6.3 Submittals § 6.3.1 Submittals consist of Shop Drawings, Product Data, and Samples. .1 Shop Drawings. Shop Drawings are drawings, diagrams, schedules, calculations, and other data specially prepared for the Construction Work by the Design-Builder or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Construction Work. .2 Product Data. Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Design-Builder to illustrate materials or equipment for some portion of the Construction Work. .3 Samples. Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Construction Work will be judged. § 6.3.2 Submittals are not Design-Build Documents. Their purpose is to demonstrate how the Design-Builder proposes to conform to the information given and the design concept expressed in the Design-Build Documents for those portions of the Construction Work for which the Design-Build Documents require submittals. Review by the Owner is subject to the limitations of Section 6.3.6.1. Informational submittals upon which the Owner is not expected to take responsive action may be so identified in the Design-Build Documents. Submittals that are not required by the Design-Build Documents may be returned by the Owner without action. § 6.3.3 Submittal Schedule. If the Design-Build Documents require the Design-Builder to submit Submittals to the Owner during performance of the Construction Work, the Design-Builder, prior to submitting any submittals, and thereafter as necessary to maintain a current submittal sch not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Design- schedule, and (2) allow the Owner reasonable time to review submittals. If the Design-Builder fails to submit a submittal schedule or fails to provide submittals in accordance with the approved submittal schedule, the Design-Builder shall not be entitled to any increase in the Guaranteed Maximum Price or extension of Contract Time based on the time required for review of submittals. § 6.3.4 Documents and Submittals at the Site. The Design-Builder shall make available at the Project site the Design-Build Documents, including Change Orders, Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during performance of Construction Work, and the approved Submittals. These shall be in electronic form or paper copy, available to the Owner, and delivered to the Owner upon completion of the Work as a record of the Construction Work as constructed. § 6.3.5 Design- Submittal Responsibilities § 6.3.5.1 The Design-Builder shall review for compliance with the Design-Build Documents, approve, and submit to the Owner, Submittals required by the Design-Build Documents, in accordance with the submittal schedule approved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Construction Work or in the activities of the Owner or of Separate Contractors. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 23 § 6.3.5.2 By submitting Submittals, the Design-Builder represents to the Owner that the Design-Builder has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Construction Work and of the Design-Build Documents. § 6.3.5.3 The Design-Builder shall perform no portion of the Construction Work for which the Design-Build Documents require submittal and review of Submittals, until the respective submittal has been approved by the Owner. § 6.3.5.4 The Construction Work shall be in accordance with approved submittals except that the Design-Builder shall not be relieved of responsibility for deviations from the requirements of the Design- Submittals, unless the Design-Builder has specifically notified the Owner of such deviation at the time of submittal and (1) the Owner has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Change Directive has been issued authorizing the deviation. The Design-Builder shall not be relieved of responsibility for errors or § 6.3.5.5 The Design-Builder shall direct specific attention, in writing or on resubmitted Submittals, to revisions other than those t apply to such revisions. § 6.3.6 Submittal Responsibilities § 6.3.6.1 The Owner will review, approve, or take other appropriate action upon the Design- the limited purpose of checking for conformance with the information and design concept expressed in the Design-Build ved by the Owner or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Design-Builder as required by the Design-Build Documents. The review of the Design--Builder of the obligations under Sections 3.1.3, 3.1.11, which the item is a component. § 6.3.6.2 Upon review of the submittals required by the Design-Build Documents, the Owner shall notify the Design-Builder of any non-conformance with the Design-Build Documents the Owner discovers. § 6.4 Services Necessary to Support Construction Work § 6.4.1 The Design-Builder shall provide the services required to complete the Construction Work, including services required to carry out the Design- Design-Builder shall perform such services in compliance with applicable law. § 6.4.2 If the Design-Build Documents require services, certifications, or approvals by a licensed design professional during Construction, the drawings, calculations, specifications, certifications, Shop Drawings, and other Submittals prepared under the Design-Build Documents shall be signed and sealed by such design professional. § 6.4.2.1 The Owner shall be entitled to rely upon the services, certifications, and approvals provided by such design professionals under Section 6.4.2. The Owner shall provide prompt notice to the Design-Builder if the Owner observes or otherwise becomes aware of any errors, omissions, or inconsistencies in such services or information. The Owner is not required to ascertain that the services, certifications, and approvals performed or provided by the Design-Builder or the licensed design professional in connection with the Construction Work are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Owner shall promptly report to the Design-Builder any nonconformity discovered by, or made known to, the Owner. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 24 § 6.5 Labor and Materials § 6.5.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services, necessary for proper execution and completion of the Construction Work, whether temporary or permanent, and whether or not incorporated or to be incorporated in the construction. § 6.5.2 When a material or system is specified in the Design-Build Documents, the Design-Builder may make substitutions only with the consent of the Owner and in accordance with a Change Order or Change Directive. § 6.5.3 The Design-Builder shall enforce strict discipline and good order among the Design- persons carrying out the Construction Work. The Design-Builder shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 6.6 Permits, Fees, Notices, and Compliance with Laws § 6.6.1 Unless otherwise provided in the Design-Build Documents, the Design-Builder shall secure and pay for the building permit as well as any other permits, fees, licenses, and inspections by government agencies, necessary for proper execution of the Construction Work and Substantial Completion of the Project. § 6.6.2 The Design-Builder shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, applicable to performance of the Construction Work. § 6.6.3 Concealed or Unknown Conditions. If the Design-Builder encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Design-Build Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Design-Build Documents, the Design- Builder shall promptly provide notice to the Owner before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Owner shall promptly investigate such conditions and, if the Owner determines that they differ materially and cause an increase or decrease in the Design- of the Work, the Guaranteed Maximum Price or Contract Time, or both, shall be equitably adjusted. If the Owner determines that the conditions at the site are not materially different from those indicated in the Design-Build Documents and that no change in the terms of the Contract is justified, the Owner shall promptly notify the Design-Builder, stating the reasons. If the Design- Builder disputes the Own -Builder may submit a Claim as provided in Article 16. § 6.6.4 If, in the course of the Construction Work, the Design-Builder encounters human remains or recognizes the existence of burial markers, archaeological sites, or wetlands not indicated in the Design-Build Documents, the Design-Builder shall immediately suspend any operations that would affect them and shall notify the Owner. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Design- Builder shall continue to suspend such operations until otherwise instructed by the Owner, but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Guaranteed Maximum Price and Contract Time arising from the existence of such remains or features may be made as provided in Article 16. § 6.7 Allowances § 6.7.1 The Design-Builder shall include in the Guaranteed Maximum Price all allowances stated in the Design-Build Documents. Items covered by allowances shall be supplied for such amounts, and by such persons or entities as the Owner may direct, but the Design-Builder shall not be required to employ persons or entities to whom the Design-Builder has reasonable objection. § 6.7.2 Unless otherwise provided in the Design-Build Documents, .1 allowances shall cover the cost to the Design-Builder of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 the Design- other expenses contemplated for stated allowance items, shall be included in the Guaranteed Maximum Price but AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 25 not in the allowances; and .3 whenever costs are more than or less than allowances, the Guaranteed Maximum Price shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 6.7.2.1 and (2) changes in Design- 6.7.2.2. § 6.7.3 The Owner shall make selections of materials and equipment with reasonable promptness for allowances requiring Owner selection. § 6.8 Subcontracts and Other Agreements § 6.8.1 Those portions of the Construction Work that the Design-Builder does not customarily perform with the Design- own personnel shall be performed under subcontracts or other appropriate agreements with the Design-Builder. The Owner may designate specific persons from whom, or entities from which, the Design-Builder shall obtain bids. The Design-Builder shall obtain bids from subcontractors, and from suppliers of materials or equipment fabricated especially for the Construction Work, who are qualified to perform that portion of the Construction Work in accordance with the requirements of the Design-Build Documents. The Design-Builder shall deliver such bids to the Owner with an indication as to which bids the Design-Builder intends to accept. The Owner then has the right to review the Design- and, subject to Section 6.8.1.1, to object to any subcontractor or supplier. Any approval or objection by the Owner shall not relieve the Design-Builder of its responsibility to perform the Construction Work in accordance with the Design-Build Documents. The Design-Builder shall not be required to contract with anyone to whom the Design-Builder has reasonable objection. § 6.8.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Design-Builder; (2) is qualified to perform that portion of the Construction 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 of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 6.8.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement and shall not be of cost plus a fee, the Design-Builder shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Design-Builder in Article 10. § 6.9 Use of Site The Design-Builder shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Design-Build Documents, and shall not unreasonably encumber the site with materials or equipment. § 6.10 Cutting and Patching The Design-Builder shall not cut, patch, or otherwise alter fully or partially completed construction by the Owner or a Separate Contractor except with written consent of the Owner and Separate Contractor. Consent shall not be unreasonably withheld. The Design-Builder shall not unreasonably withhold, from the Owner or Separate Contractor, its consent to cutting or otherwise altering the Construction Work. § 6.11 Cleaning Up § 6.11.1 The Design-Builder shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Construction Work, the Design-Builder shall remove waste materials, rubbish, the Design- Project. § 6.11.2 If the Design-Builder fails to clean up as provided in the Design-Build Documents, the Owner may do so, and the Owner shall be entitled to reimbursement from the Design-Builder no later than 30 days after Owner transmits an invoice regarding its cleanup costs to Design-Builder. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 26 § 6.12 Access to Construction Work The Design-Builder shall provide the Owner and its Separate Contractors and consultants with access to the Construction Work in preparation and progress wherever located. The Design-Builder shall notify the Owner regarding Project safety criteria and programs, which the Owner, and its Separate Contractors and consultants, shall comply with while at the site. § 6.13 Construction Work by Owner or by Separate Contractors § 6.13.1 Right to Perform Construction and to Award Separate Contracts § 6.13.1.1 Separate Contractors retained under provisions substantially similar to those of this Agreement. The Owner will identify in the Design-Build Amendment the extent of construction or operations related to the Project that will be performed by Separate Contractors and will notify the Design-Builder promptly after execution of any agreement with a Separate Contractor. § 6.13.1.2 Construction Work of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate in a joint review of the construction schedules of the Owner and any Separate Contractors and after mutual agreement the Design-Builder shall revise its construction schedule. The construction schedules shall then constitute the schedules to be used by the Design-Builder, Separate Contractors, and the Owner until subsequently revised. § 6.13.1.3 Unless otherwise provided in the Design-Build Documents, when the Owner performs construction or operations have the same obligations and rights that the Design-Builder has under the Contract. § 6.14 Right to Clean Up If a dispute arises among the Design-Builder, Separate Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and will allocate the cost among those responsible with payment for costs assessed to Design- Builder due to Owner no later than 30 days after Owner transmits an invoice regarding the same. § 6.15 Mutual Responsibility § 6.15.1 The Design-Builder shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Design- construction and operations with theirs as required by the Design-Build Documents. § 6.15.2 If part of the Design- operations by the Owner or a Separate Contractor, the Design-Builder shall, prior to proceeding with that portion of the Construction Work, promptly notify the Owner of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Design- Construction Work. Failure of the Design-Builder to notify the Owner of apparent discrepancies or defects prior to proceeding partially completed construction or operations is fit and proper to receive the Design-- Builder shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.15.3 The Design-Builder shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Design-Construction Work. The Owner shall be responsible to the Design-Builder for costs the Design- timed activities, damage to the Construction Work or defective Construction Work. § 6.15.4 The Design-Builder shall promptly remedy damage that the Design-Builder causes to completed or partially completed Construction Work or to property of the Owner or Separate Contractors as provided in Section 11.2.5. § 6.15.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching the Construction Work as the Design-Builder has with respect to the Construction Work of the Owner or Separate Contractors in Section 6.10. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 27 § 6.15.5.1 The Owner shall be responsible for failures by its Separate Contractors to comply with the obligations in this Agreement. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order or Change Directive, subject to the limitations stated in this Article 7 and elsewhere in the Design-Build Documents. § 7.1.2 A Change Order shall be based upon agreement between the Owner and Design-Builder. The Owner may issue a Change Directive without agreement by the Design-Builder. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Design-Build Documents. The Design-Builder shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order or Change Directive. § 7.2 Change Orders A Change Order is a written instrument signed by the Owner and Design-Builder stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Guaranteed Maximum Price or, if prior to execution of the Design- Build Amendment, the adjustment in the Design- .3 The extent of the adjustment, if any, in the Contract Time. § 7.3 Change Directives § 7.3.1 A Change Directive is a written order signed by the Owner directing a change in the Work prior to agreement on adjustment, if any, in the Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, the adjustment in the Design-Builde the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions. The Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, the Design- compensation, or Contract Time, or both, shall be adjusted accordingly. § 7.3.2 A Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Change Directive provides for an adjustment to the Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, an adjustment in the Design- following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Design-Build Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee. The Design-Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data; or .4 As provided in Section 7.3.7. § 7.3.4 If the Design-Builder does not respond promptly or disagrees with the method for adjustment in the Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, the method for adjustment in the Design- compensation, the Owner shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase, an amount for the Design- forth in this Agreement, or if no such amount is set forth in this Agreement, a reasonable amount. In such case the Design- AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 28 Builder shall keep and present, in such form as the Owner may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Design-Build Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Additional costs of professional services; .2 compensation insurance, and other employee costs approved by the Owner; .3 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .4 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Design-Builder or others; .5 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .6 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 Upon receipt of a Change Directive, the Design-Builder shall promptly proceed with the change in the Work involved and advise the Owner of the Design- Directive for determining the proposed adjustment in the Guaranteed Maximum Price or, if prior to execution of the Design- Build Amendment, the adjustment in the Design- § 7.3.6 A Change Directive signed by the Design-Builder prior to execution of the Design-Build Amendment indicates the Design- A Change Directive signed by the Design-Builder after the execution of the Design-Build Amendment indicates the Design- determining them. Any such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Design-Builder disagrees with the adjustment in Contract Time, the Design-Builder may make a Claim in accordance with the applicable provisions of Article 16. § 7.3.8 The amount of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in the Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, in the Design- compensation, shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for the Design- change. § 7.3.9 Pending final determination of the total cost of a Change Directive to the Owner, the Design-Builder may request payment for Work completed under the Change Directive in Applications for Payment. The Owner will make an interim determination for purposes o of cost shall adjust the Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, the Design- tion, on the same basis as a Change Order, subject to the right of Design-Builder to disagree and assert a Claim in accordance with Article 16. § 7.3.10 When the Owner and Design-Builder agree with a determination concerning the adjustments in the Guaranteed Maximum Price or, if prior to execution of the Design-Build Amendment, the adjustment in the Design- and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Owner and Design-Builder shall execute a Change Order. Change Orders may be issued for all or any part of a Change Directive. ARTICLE 8 RESPONSIBILITIES § 8.1 General § 8.1.1 The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect § 8.1.2 The Owner shall render decisions in a timely manner and in accordance with the Design- AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 29 § 8.1.3 services provided by the Design-Builder. Upon the Design- services in the c its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 8.1.4 the Design-Builder to furnish them as an Additional Service, Change Order, or Change Directive. § 8.1.5 N/A § 8.1.6 Except as otherwise provided in the Design-Build Documents or when direct communications have been specially authorized, the Owner shall communicate through the Design-Builder with persons or entities employed or retained by the Design-Builder, including the Architect and Subcontractors. § 8.1.7 The Owner shall purchase and maintain insurance as set forth in Article 12. § 8.1.8 Visits to the site by the Owner shall not be construed to create an obligation on the part of the Owner to make on-site inspections to check the quality or quantity of the Work. The Owner shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the Work. § 8.1.9 The Owner shall not be responsible for the Design- requirements of the Design-Build Documents. The Owner shall not have control over or charge of, and will not be responsible for, acts or omissions of the Design-Builder, Architect, Consultants, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 8.1.10 The Owner may reject Work that does not conform to the Design-Build Documents. The Owner may require inspection or testing of the Construction Work in accordance with Section 17.5.2, whether or not the Construction Work is fabricated, installed, or completed. However, neither this authority of the Owner nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Owner to the Design-Builder. § 8.1.11 The Owner shall determine the date or dates of Substantial Completion in accordance with Section 10.8 and the date of final completion in accordance with Section 10.10. § 8.1.12 The Owner acknowledges that accelerated or fast-track design and construction, or phased construction, provides a benefit, but also carries with it associated risks. Such risks include the Owner incurring agreed upon costs, with prior Owner authorization, for the Design-Builder to coordinate and redesign portions of the Project affected by procuring or installing elements of the Project prior to the completion of all relevant Design-Build Documents, and costs for the Design-Builder to remove and replace previously installed Construction Work. If the Owner approves accelerated or fast-track design and construction, or phased construction, the Owner agrees to include in the budget for the Work sufficient contingencies to cover such costs. § 8.2 Information and Services Required of the Owner § 8.2.1 The Owner shall furnish information or services required of the Owner by the Design-Build Documents with reasonable promptness. § 8.2.2 The Owner shall establish and furnish a copy of approved budget for the Work, including (1) the budget for e Owner shall establish an initial budget for the Guaranteed Maximum Price no la - - Builder to commence Schematic Design phase services in accordance with Section 4.4. If the Owner increases or decreases the -Builder. The Owner, in consultation with the Design-Buil AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 30 § 8.2.3 The Owner shall furnish tests, inspections, and reports, required by law, and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 8.2.4 N/A § 8.2.5 The Owner shall promptly obtain easements, zoning variances, and legal authorizations or entitlements regarding site utilization where essential to the execution of the Project. § 8.2.6 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses, and inspections. § 8.2.7 The services, information, surveys, and reports required to be provided by the Owner under this Agreement, shall be -Build Documents or to the extent the Owner advises the Design-Builder to the contrary in writing, the Design-Builder shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services, information, surveys, and reports furnished by the Owner. § 8.2.8 If the Owner observes or otherwise becomes aware of a fault or defect in the Work or non-conformity with the Design- Build Documents, the Owner shall give prompt notice thereof to the Design-Builder. § 8.2.9 N/A § 8.2.10 Unless required by the Design-Build Documents to be provided by the Design-Builder, the Owner shall, upon request from the Design-Builder, furnish the services of other consultants when such services are reasonably necessary to properly carry out the Design Services furnished by the Design-Builder. In such event, the Design-Builder shall identify the services required. § 8.2.11 The Owner shall furnish all legal, insurance, and accounting services, including auditing services, that may be reasonably § 8.3 Evidence of the Financial Arrangements § 8.3.1 The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. § 8.3.2 Prior to execution of the Design-Build Amendment, the Design-Builder may request that the Owner furnish reasonable § 8.3.3 Following the execution of the Design-Build Amendment and upon written request by the Design-Builder, the Owner shall furnish to the Design- obligations under the Contract only if (1) the Owner fails to make payments to the Design-Builder as the Design-Build Documents require; (2) the Design- payment when due; or (3) a change in the Work materially changes the Guaranteed Maximum Price. If the Owner fails to provide such evidence, as required, within fourteen days of the Design--Builder may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Guaranteed Maximum Price under (3) above, the Design-Builder may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 8.3, the Contract Time shall be extended appropriately and the Guaranteed Maximum Price shall be increased by the amount of the Design-utdown, delay, and start-up, plus interest as provided in the Design-Build Documents. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 31 § 8.3.4 Where the Owner has designated information furnished under this Section -Builder shall keep the information confidential as set forth in Article 17. § 8.4 Right to Stop Construction Work If the Design-Builder fails to correct Construction Work which is not in accordance with the requirements of the Design-Build Documents as required by Section 13.2 or persistently fails to carry out Construction Work in accordance with the Design-Build Documents, the Owner may issue a written order to the Design-Builder to stop the Construction Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Construction Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Design-Builder or any other person or entity, except to the extent required by Section 6.13.1.2. § 8.5 Right to Carry Out the Construction Work If the Design-Builder defaults or neglects to carry out the Construction Work in accordance with the Design-Build Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. The Owner may, pursuant to Section 10.5, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies. If current and future payments are not sufficient to cover such amounts, the Design-Builder shall pay the difference to the Owner. If the Design-Builder disagrees with the actions of the Owner, or the amounts claimed as costs to the Owner, the Design-Builder may file a claim pursuant to Article 16. § 8.6.1 final invoice and accompanying documentation as required by this Agreement Owner is satisfied that the Project has been completed and Design- receipt of the final invoice, schedule a date for final settlement, which date shall be within 30 days after the Work is completed satisfactorily and finally accepted by the Town. The date of final settlement shall be duly advertised at least 10 days prior thereto by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County. Alternatively, Owner will return the invoice to Design-Builder, indicating in writing the reasons for refusing to schedule final settlement, in which case Design-Builder shall make the necessary corrections and resubmit the invoice. § 8.6.2 If Owner receives, at any time up to and including the date of final settlement, a notarized statement by any person, partnership, or corporation, or other entity that has furnished labor, materials, team hire, sustenance, provisions, provender, or other supplies used or consumed by Design-Builder or its Subcontractor(s) in or about the performance of the Project, or that supplies laborers, rental machinery, tools, or equipment to the extent used in the prosecution of the Project, whose claim therefor has not been paid by Design-Builder or any Subcontractor(s), Owner shall withhold from all payments to Design-Builder sufficient funds to insure the payment of said claims until the same have been paid or such claims as filed have been withdrawn, such payment or withdrawal to be evidenced by filing with Owner a receipt in full or an order for withdrawal in writing and signed by the person filing such claim or his duly authorized agent or assign. Such funds shall not be withheld longer than 90 days following the date of final settlement as published unless an action is commenced within that time to enforce such unpaid claim and a notice of such pending action is filed with Owner. § 8.6.3 At the expiration of such 90-day period, Owner shall pay to Design-Builder such monies and funds as are not the subject of suit and pending action notices and shall retain thereafter, subject to the final outcome thereof, only sufficient funds to ensure the payment of judgments that may result from such suit. At any time within 90 days following the date of final settlement as published, any claimant whose claims have not been paid by Design-Builder or any Subcontractor(s) may commence an action to recover the same, individually or collectively, against the surety on the bonds provided herein. § 8.6.4 Whenever a notarized statement of a claim has been filed in accordance with this Section, Design-Builder may substitute a bond, pursuant to C.R.S. § 38-26-108, as may be amended at which time Owner shall release the funds being withheld pursuant to the notarized statement of claim on the same terms and conditions as if the notarized statement of claim had been released by the claimant. § 8.6.5 Design-Builder understands that this is a contract for the design, construction, repair, or remodel of a public building or public work, and is therefore governed by C.R.S. §§ 38-26-105 through 107 as may be amended. Design-Builder further understands that these statutory provisions are in lieu of any lien rights. Design-Builder further understands that failure on the part of Design-Builder, any Subcontractor(s) or any other entity furnishing labor or supplies to the Project to follow the said statutory provisions in filing any claim for payment, and that failure on the part of any such claimant to comply with said statutory requirements shall relieve Owner from any liability for making payment to such claimant. Design-Builder agrees to include this provision in any and all Subcontracts. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 32 ARTICLE 9 TIME § 9.1 Progress and Completion § 9.1.1 Time limits stated in the Design-Build Documents are of the essence of the Contract. By executing the Design-Build Amendment, the Design-Builder confirms that the Contract Time is a reasonable period for performing the Work. § 9.1.2 The Design-Builder shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 9.2 Delays and Extensions of Time § 9.2.1 Neither party shall be held responsible for any delay or failure in performance hereunder to the extent such delay or failure is caused by fire, flood, explosion, war, strike, embargo, civil or military authority, act of God, act or omission of carriers or similar causes beyond its control majeure § 9.2.2 Design-Builder expressly agrees that by completing the Work on or before the Date of Substantial Completion, it has taken into known consideration and made allowances in the CPM Schedule for all normal procurement timing and logistics for the Work, in securing Materials, Equipment, and/or labor, normal inclement weather. § 9.2.3 If Design-Builder is delayed at any time in the commencement or progress of the Work by any cause beyond the control of Design-Builder, Design-Builder may be entitled to an extension of the Date of Substantial Completion should the delay be demonstrated to have an impact on the critical path of the then current CPM Schedule. § 9.2.4 In addition, if Design-Builder incurs additional costs as a result of a delay that is beyond the control of Design-Builder, Design-Builder may be entitled to an adjustment in the Guaranteed Maximum Price, as appropriate. § 9.2.5 If delays to the Project are encountered for any reason, the Parties agree to take reasonable steps to mitigate the effect of such delays. § 9.2.6 Claims relating to time shall be made in accordance with applicable provisions of Article 16. § 9.2.7 This Section 9.2 does not preclude recovery of damages for delay by either party under other provisions of the Design- Build Documents. ARTICLE 10 PAYMENT APPLICATIONS AND PROJECT COMPLETION § 10.1 Guaranteed Maximum Price The Guaranteed Maximum Price is stated in the Design-Build Amendment. § 10.1.1 If unit prices are stated in the Design-Build Amendment or subsequently agreed upon, and if quantities set forth in the Design-Build Amendment are materially changed in a proposed Change Order or Change Directive, the applicable unit prices shall be equitably adjusted. § 10.2 Schedule of Values The Design-Builder shall submit a schedule of values to the Owner prior to the first Application for Payment after execution of the Design-Build Amendment, allocating the entire Guaranteed Maximum Price as required by the Design-Build Documents. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Owner. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design- Applications for Payment. Any changes to the schedule of values shall be submitted to the Owner and supported by such data to substantiate its accuracy as the Owner may require, and unless objected to by the Owner, shall be used as a basis for reviewing the Design- AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 33 § 10.3 Applications for Payment § 10.3.1 At least ten days before the date established for each progress payment, the Design-Builder shall submit to the Owner an itemized Application for Payment for completed portions of the Work. The Application for Payment shall be notarized, if required, and supported by all data substantiating the Design- of requisitions, and releases and waiver of liens from the Architect, Consultants, Subcontractors, and suppliers, and shall reflect retainage if provided for in the Design-Build Documents. § 10.3.1.1 As provided in Section 7.3.9, Applications for Payment may include requests for payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. As provided in Section 2.1, compensation for Work prior to execution of the Design-Build Amendment may include payment on account of changes in the Work that have been properly authorized by Change Directives, or by interim determinations of the Owner, but not yet included in Change Orders. § 10.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Design-Builder does not intend to pay the Architect, a Consultant, a Subcontractor, or a supplier, unless such Work has been performed by others whom the Design-Builder intends to pay. § 10.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made for services provided as well as materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Design-Builder he site, for such materials and equipment stored off the site. § 10.3.3 The Design-Builder warrants that title to all Work, covered by an Application for Payment will pass to the Owner no later than the time of payment. The Design-Builder further warrants that, upon submittal of an Application for Payment, all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Design- encumbrances, in favor of the Design-Builder, Architect, Consultants, Subcontractors, suppliers, or any other persons or entities that provided labor, materials, and equipment relating to the Work. § 10.4 Certificates for Payment The Owner shall, within ten days after receipt of the Design- either (1) issue to the Design-Builder a Certificate for Payment in the full amount of the Application for Payment; (2) issue to the Design-Builder a Certificate for Payment for such amount the Owner determines is properly due, and notify the Design- 10.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Design- whole as provided in Section 10.5.1. § 10.5 Decisions to Withhold Certification § 10.5.1 The Owner may withhold a Certificate for Payment in whole or in part to the extent reasonably necessary to protect the - Application for Payment, or the quality of the Work is not in accordance with the Design-Build Documents. If the Owner is unable to certify payment in the amount of the Application for Payment, the Owner will notify the Design-Builder as provided in Section 10.4. If the Design-Builder and Owner cannot agree on a revised amount, the Owner will promptly issue a Certificate for Payment for the amount that the Owner deems to be due and owing. The Owner may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued to such extent as may be necessary to protect the Owner from loss for which the Design-Builder is responsible because of: .1 Failure to perform Work in accordance with the Design-Build Documents; .2 Third-party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Design-Builder; .3 Failure of the Design-Builder to make payments properly to the Architect, Consultants, Subcontractors, suppliers, AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 34 or others, for services, labor, materials, or equipment; .4 Reasonable evidence that the Work cannot be completed for the unpaid balance of the Guaranteed Maximum Price; .5 Damage to the Owner or a Separate Contractor; or .6 Reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay. § 10.5.2 If Design- 10.5.1, in whole or in part, the Design-Builder may submit a Claim in accordance with Article 16. § 10.5.3 When the above reasons for withholding certification are removed, the Owner shall certify amounts previously withheld. § 10.5.4 If the Owner withholds certification for payment under Section 10.5.1.3, the Owner may, at its sole option, issue joint checks to the Design-Builder and to any other persons or entities providing Work for the Design-Builder to whom the Design- Builder failed to make payment for Work properly performed or material or equipment suitably delivered. § 10.6 Progress Payments § 10.6.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, and Certificates for Payment issued by the Owner, 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. § 10.6.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: NOT APPLICABLE § 10.6.3 Applications for Payment 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 Contract Sum allocated to that portion of the Work in the schedule of values. § 10.6.4 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows: § 10.6.4.1 The amount of each progress payment shall include: .1 That portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the most recent schedule of values; .2 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 writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Change Directives that the Owner determines to be reasonably justified; and .4 The Design- 2 at the rate stated in Article 2 or, if the Design- ratio to that lump-sum fee as the Cost of the Work in that Article bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 10.6.4.2 The amount of each progress payment shall be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Owner has previously withheld a AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 35 Certificate for Payment as provided in this Article 10; .3 Any amount for which the Design-Builder does not intend to pay a Subcontractor, Sub-Subcontractor, or material supplier, unless the Work has been performed by others the Design-Builder intends to pay; .4 Any amount for which the Owner may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in this Article 10; .5 The shortfall, if any, indicated by the Design-Builder in the documentation required by this Article 10 to auditors in such documentation; and .6 Retainage withheld pursuant to Section 10.6.5. § 10.6.5 Retainage § 10.6.5.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: 5%. § 10.6.5.2 Provided that an Application for Payment is received not later than the 5th day of the month, the Owner shall make payment of the amount certified to the Design-Builder not later than the 21st day of the same month. If an Application for Payment is received by the Owner after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thirty (30) days after the Owner receives the Application for Payment. § 10.6.7 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 payments already made by the Design-Builder on account of the Cost of the Work equal or exceed progress payments already received by the Design-Builder plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Design- § 10.6.8 With each Application for Payment, the Design-Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among: (1) the various portions of the Work; (2) any realized costs from the Risk Register / Project Contingency but not otherwise allocated to another line item or included in a Change Order; and (3) the Design- § 10.6.9 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 shall be used as a basis for reviewing the Design- Payment. § 10.6.10 The allocation of the Guaranteed Maximum Price under this Section 10.6 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 10.6.11 When the Design-Builder allocates costs from the Risk Register / Project Contingency to another line item in the schedule of values, the Design-Builder shall submit supporting documentation to the Owner. § 10.6.12 In taking action on the Design- and completeness of the information furnished by the Design-Builder, and such action shall not be deemed to be a representation that (1) the Owner has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 10.6.7 or other supporting data; (2) that the Owner has made exhaustive or continuous on-site inspections; or (3) that the Owner has made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the § 10.6.13 The Design-Builder shall pay each person or entity providing Work for the Design-Builder, no later than seven days after receipt of payment from the Owner. Payment shall be the amount to which the person or entity providing Work for the Design-Builder is entitled, reflecting percentages actually retained from payments to the Design-Builder on account of the portion of the Work performed by the person or entity. The Design-Builder shall, by appropriate agreement with each person or entity providing Work for the Design-Builder, require each person or entity providing Work for the Design-Builder to make payments to subconsultants and subcontractors in a similar manner. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 36 § 10.6.14 The Owner will, on request and if practicable, furnish to the person or entity providing Work for the Design-Builder, information regarding percentages of completion or amounts applied for by the Design-Builder and action taken thereon by the Owner on account of portions of the Work done by such person or entity providing Work for the Design-Builder. § 10.6.15 The Owner has the right to request written evidence from the Design-Builder that the Design-Builder has properly paid any other persons or entities providing Work for the Design-Builder, amounts paid by the Owner to the Design-Builder for the Work. If the Design-Builder fails to furnish such evidence within seven days, the Owner shall have the right to contact the other person or entity providing Work for the Design-Builder to ascertain whether they have been properly paid. The Owner shall have no obligation to pay, or to see to the payment of money to any other person or entity providing Work for the Design- Builder, except as may otherwise be required by law. § 10.6.16 The Design- 10.6.13, 10.6.14 and 10.6.15. § 10.6.16.1 -Builder shall not make advance payments to suppliers for materials or equipment. § 10.6.17 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Design-Build Documents. § 10.6.18 Unless the Design-Builder provides the Owner with a payment bond in the full penal sum of the Guaranteed Maximum Price, payments received by the Design-Builder for Work properly performed by the Architect, Consultants, Subcontractors, and other person or entity providing Work for the Design-Builder, shall be held by the Design-Builder for the Architect and those Consultants, Subcontractors, or other person or entity providing Work for the Design-Builder, for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Design-Builder, create any fiduciary liability or tort liability on the part of the Design-Builder for breach of trust, or entitle any person or entity to an award of punitive damages against the Design-Builder for breach of the requirements of this provision. § 10.6.19 Provided the Owner has fulfilled its payment obligations under the Design-Build Documents, the Design-Builder shall ion expenses, arising out of any lien claim or other claim for payment by any Architect, Consultant, Subcontractor, or any other person or entity providing Work for the Design-Builder. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Design-Builder. If approved by the applicable court, when required, the Design-Builder may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 10.6.20 The Owner and Design-Builder shall agree upon (1) a mutually acceptable procedure for review and approval of payments to the Architect, Consultants, and Subcontractors, and (2) the percentage of retainage held on agreements with the Architect, Consultants, and Subcontractors, and the Design-Builder shall execute subcontracts in accordance with those agreements. § 10.7 Failure of Payment If, through no fault of the Design-Builder, the Owner fails to issue a Certificate for Payment or make payment of the certified amount within the time required by the Design-Build Documents, then the Design- notice to the Owner, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Guaranteed Maximum Price shall be increased by the amount of the Design- shutdown, delay, and start-up, plus interest as provided for in the Design-Build Documents. § 10.8 Substantial Completion § 10.8.1 Substantial Completion is the stage in the progress of the Construction Work when the Construction Work or designated portion thereof is sufficiently complete in accordance with the Design-Build Documents so that the Owner can occupy or utilize the Construction Work for its intended use. The date of Substantial Completion is the date certified by the Owner in accordance with this Section 10.8 and defined as the issuance of a Temporary Certificate of Occupancy (TCO) or Certificate of Occupancy (CO), and other appropriate formal approvals. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 37 § 10.8.2 When the Design-Builder considers that the Construction Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-Build Documents. § 10.8.3 Upon receipt of the Design- included on the Design--Build Documents so that the Owner can occupy or utilize the Construction Work or designated portion thereof for its intended use, the Design-Builder shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Owner. In such case, the Design-Builder shall then submit a request for another inspection by the Owner to determine Substantial Completion. § 10.8.4 Prior to issuance of the Certificate of Substantial Completion under Section 10.8.5, the Owner and Design-Builder shall ficate of Substantial Completion. § 10.8.5 When the Construction Work or designated portion thereof is substantially complete, the Design-Builder will prepare for Substantial Completion; establish responsibilities of the Owner and Design-Builder for security, maintenance, heat, utilities, damage to the Construction Work, and insurance; and fix the time within which the Design-Builder shall finish all items on the list accompanying the Certificate. Warranties required by the Design-Build Documents shall commence on the date of Substantial Completion of the Construction Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 10.8.6 The Certificate of Substantial Completion shall be submitted by the Design-Builder to the Owner for written acceptance hall make payment of retainage applying to the Work or designated portion thereof. Payment shall be adjusted for Construction Work that is incomplete or not in accordance with the requirements of the Design-Build Documents. § 10.9 Partial Occupancy or Use § 10.9.1 The Owner may occupy or use any completed or partially completed portion of the Construction Work at any stage when such portion is designated by separate agreement with the Design-Builder, provided such occupancy or use is consented to, by endorsement or otherwise, by the insurer providing property insurance and authorized by authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Design-Builder have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Construction Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Design-Builder shall prepare and submit a list to the Owner as provided under Section 10.8.2. Consent of the Design-Builder to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Construction Work shall be determined by written agreement between the Owner and Design-Builder. § 10.9.2 Immediately prior to such partial occupancy or use, the Owner and Design-Builder shall jointly inspect the area to be occupied, or portion of the Construction Work to be used, in order to determine and record the condition of the Construction Work. § 10.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Construction Work shall not constitute acceptance of Construction Work not complying with the requirements of the Design-Build Documents. § 10.10 Final Completion and Final Payment § 10.10.1 Upon receipt of the Design- and upon receipt of a final Application for Payment, the Owner will promptly make such inspection. When the Owner finds the Construction Work acceptable under the Design-Build Documents and the Contract fully performed, the Owner will, subject to Section 10.10 and its subparts, promptly issue a final Certificate for Payment. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 38 § 10.10.2 The final amount due to Design-Builder, as may be adjusted for any outstanding claims or Verified Claims properly filed with Owner, upon Design-Builder achieving Initial Acceptance of the Work is payable at 5:00 p.m., on the Date of Final Settlement or shortly thereafter. All claims shall be settled before issuance of Final Payment, or monies sufficient to cover such claims may be withheld by Owner from Final Payment. § 10.10.3 When the above provisions have been met, payment shall be made for amounts withheld. The right to withhold payment, however, shall not preclude Owner from its right to declare this Agreement in default for any of the reasons specified in the Design-Build Documents. § 10.10.4 The acceptance of Final Payment by Design-Builder shall operate as a release of all claims by Design-Builder for all things done or furnished in connection with this Agreement and for every act or omission or neglect of Owner or others relating to, or arising out of this Agreement, except for claims previously made in writing by Design-Builder and rejected and/or remaining unsettled by Owner at the time of Final Payment. § 10.10.5 No payment, final or otherwise, shall operate to release Design-Builder, its Surety or its insurers from any obligations under this Agreement or under the Performance Bond or Labor and Materials Payment Bond including, but not necessarily limited to, any one or more of the following: § 10.10.5.1 Obligations arising from or relating to latent defects; § 10.10.5.2 Faulty work or material or equipment appearing after any payment; § 10.10.5.3 Failure of the Work to perform in accordance with the requirements of the Design-Build Documents; § 10.10.5.4 Unsettled claims of Owner; § 10.10.5.5 Claims for non-payment of laborers, mechanics, materialmen, or suppliers, or for Equipment used or rented; or § 10.10.5.6 Claims under any maintenance requirements of the Design-Build Documents or any special guarantees or warranties provided for under the Design-Build documents. § 10.10.6 In making Final Payment, Owner waives all claims except for: § 10.10.6.1 Outstanding Verified Claims; § 10.10.6.2 Work not in conformance with the Design-Build Documents; § 10.10.6.3 Terms of any special warranties required by the Design-Build Documents; and § 10.10.6.4 Outstanding claims by Owner or third parties for damages attributable to Design-Builder or any person or entity for which it is responsible. § 10.11 Interest Payments due and unpaid after 60 days under the Contract shall bear interest at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. 8.0 % Interest ARTICLE 11 PROTECTION OF PERSONS AND PROPERTY § 11.1 Safety Precautions and Programs The Design-Builder shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Construction Work. § 11.2 Safety of Persons and Property § 11.2.1 The Design-Builder shall be responsible for precautions for the safety of, and reasonable protection to prevent damage, injury, or loss to: .1 employees and persons performing the Construction Work and others who may be affected thereby; .2 the Construction Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Design-Builder, a Subcontractor, or any other person or entity; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, or structures, and utilities not designated for removal, relocation, or replacement in the course of construction. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 39 § 11.2.2 The Design-Builder shall comply with, and give notices required by, applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on the safety of persons or property, or their protection from damage, injury, or loss. § 11.2.3 The Design-Builder shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 11.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods, are necessary for execution of the Construction Work, the Design-Builder shall exercise utmost care, and carry on such activities under supervision of properly qualified personnel. § 11.2.5 The Design-Builder shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Design-Build Documents) to property referred to in Sections 11.2.1.2 and 11.2.1.3, caused in whole or in part by the Design-Builder, the Architect, a Consultant, a Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Design-Builder is responsible under Sections 11.2.1.2 and 11.2.1.3. The Design-Builder may make a Claim for the cost to remedy damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner, or anyone directly or indirectly employed by the Owner, or by anyone for whose acts the Owner may be liable, and not attributable to the fault or negligence of the Design-Builder. The foregoing obligations of the Design-Builder are in addition to the Design- 3.1.14. § 11.2.6 The Design-Builder shall designate a responsible member of the Design- shall be the prevention of accidents. This person shall be the Design- the Design-Builder in writing to the Owner. § 11.2.7 The Design-Builder shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 11.2.8 Injury or Damage to Person or Property. If the Owner or Design-Builder suffers injury or damage to person or property because of an act or omission of the other, or of others for whose acts such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 11.3 Hazardous Materials § 11.3.1 The Design-Builder is responsible for compliance with any requirements included in the Design-Build Documents regarding hazardous materials or substances. If the Design-Builder encounters a hazardous material or substance not addressed in the Design-Build Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Design-Builder, the Design-Builder shall, upon recognizing the condition, immediately stop Construction Work in the affected area and notify the Owner of the condition. § 11.3.2 Upon receipt of the Design- presence or absence of the material or substance reported by the Design-Builder and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. No later than five days after such notice is sent, the Design-Builder will reply to the Owner in writing stating whether or not the Design-Builder has reasonable objection to the persons or entities proposed by the Owner. If the Design-Builder has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Design-Builder has no reasonable objection. When the material or substance has been rendered harmless, Construction Work in the affected area shall resume upon written agreement of the Owner and Design-Builder. By Change Order, the Contract Time shall be extended appropriately, and the Guaranteed Maximum Price shall be increased by the amount of the Design- reasonable additional costs of shutdown, delay, and start-up. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 40 § 11.3.3 To the fullest extent permitted by law and subject to the protections afforded by the Colorado Governmental Immunity Act, which all rights are herein reserved, the Owner shall indemnify and hold harmless the Design-Builder, the Architect, Consultants, and Subcontractors, and employees of any of them, from and against claims, damages, losses, and expenses, t of or resulting from performance of the Construction Work in the affected area, if in fact the material or substance presents the risk of bodily injury or death as described in Section 11.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to, or destruction of, tangible property (other than the Construction Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 11.3.4 The Owner shall not be responsible under this Section 11.3 for hazardous materials or substances the Design-Builder or hazardous m - negligence in the use and handling of such materials or substances. § 11.3.5 The Design-Builder shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Design-Builder brings to the site and negligently handles, or (2) where the Design-Builder fails to perform its obligations under Section or negligence. § 11.3.6 If, without negligence on the part of the Design-Builder, the Design-Builder is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Construction Work as required by the Design-Build Documents, the Owner shall reimburse the Design-Builder for all cost and expense thereby incurred. § 11.4 Emergencies In an emergency affecting safety of persons or property, the Design-Builder shall act, at the Design- discretion, to prevent threatened damage, injury, or loss. ARTICLE 12 INSURANCE AND BONDS § 12.1 Design- Insurance and Bonds § 12.1.1 Before commencement of the Work and as a condition precedent to payment, Design-Builder shall procure and maintain in force the insurance coverages and minimum limits required by Exhibit A. § 12.1.2 Design-Builder shall cause Design Professional, Subcontractors, and Subconsultants to procure and maintain insurance coverages appropriate for the given specialty and/or associated Work. The Design Builder shall provide a compiled list of Design Professionals, Subcontractors, and Subconsultants that also indicates insurance policy details for each including type, policy number, effective dates, limitations, and additional insured, to the Owner for review. Owner reserves the right to reject and/or request additional insurance coverage as it deems necessary for the given trade and/or Scope of Work. § 12.1.3 All coverages shall be procured and maintained with forms and insurers acceptable to Owner. All coverages shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by Design-Builder, Design Professional, Subcontractors, and Subconsultants pursuant to their obligations under this Agreement. In the case of any claims- made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. § 12.1.4 Design-Builder shall name the Town of Avon, its officers, agents, and employees as additional insureds with respect to the required Commercial General Liability, Automobile, Excess liability coverages if required. A Certificate of Insurance shall be completed and forwarded, along with the Additional Insured Endorsements, to Owner by Design- conditions, and minimum limits are in full force and effect and shall be subject to review and approval by Owner prior to commencement of any Work under this Agreement. The initial completed Certificates of Insurance and Additional Insured Endorsements shall include the Project Number and Design--mail address for future inquiries and updates. Initial Certificates of Insurance and Endorsements shall be sent to: AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 41 Town of Avon Engineering Dept ATTN: Keith Fraser, Senior Engineer Email: KFraser@Avon.org § 12.1.5 Subsequent Certificates of Insurance indicating renewal of coverage(s) shall be sent to Owner as above no later than thirty (30) Days prior to the expiration date, a -mail subject line. § 12.1.6 Failure on the part of Design-Builder to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of this Agreement upon which Owner may immediately terminate this and may pay any and all premiums in connection therewith, and all monies paid by Owner shall be repaid by Design-Builder to Owner upon demand, or Owner may offset the cost of such premiums against any amounts then or thereafter due to Design- Builder. § 12.1.7 Owner reserves the right to request and receive a certified copy of any policy and any endorsement thereto. Design- Builder agrees to execute any and all documents necessary to allow Owner access to any and all required insurance policies and endorsements. § 12.1.8 Every policy required herein shall be primary insurance and any insurance carried by Owner, its officers, or its employees shall be excess and not contributory insurance to that provided by Design-Builder. Design-Builder shall be solely responsible for any deductible amounts under the policies required above, and such deductible amounts shall not be considered a Cost of Work or a General Conditions Cost. § 12.1.9 Design-Builder shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to this Agreement by reason of its failure to procure and maintain insurance in sufficient amounts, durations, or types. § 12.1.10 All policies shall include a provision that the coverages afforded under the policies shall not be canceled or materially . The Certificate(s) shall indicate the form used, if any, under which this provision is included. § 12.1.11 A Performance Bond and Labor and Material Payment Bond shall be obtained by Design-Builder as a condition precedent to execution of the GMP Amendment. Such bonds shall be issued by a surety admitted in the State of Colorado and shall be acceptable to Owner. § 12.1.12 The Surety on such bonds shall be satisfactory to Owner, shall be a duly authorized surety company licensed to do business in the State of Colorado, shall appear in the latest Federal Register Circular 570 as published by the Department of the Treasury, unless otherwise approved by Owner, and shall have no less than a Best's A Rating. The Surety will in no way be financially associated with Design-Builder. § 12.1.13 If at any time a Surety shall become insolvent, is declared bankrupt, loses its right to do business in the state in which the Work is to be performed, or is no longer listed in Department of the Treasury Circular 570, Design-Builder shall within ten (10) Days after notice from Owner, substitute acceptable bonds in such form and sum and signed by such other sureties satisfactory to Owner. § 12.1.14 The Performance Bond shall be issued in the penal sum equal to one hundred percent (100%) of the GMP, as may be modified, less the Design Phase Not-to-Exceed amount. The Performance Bond shall be in the form attached as Exhibit F. § 12.1.15 The Labor and Material Payment Bond shall equal the penal sum of the Performance Bond. The Labor and Material Payment Bond shall be in the form attached as Exhibit F. A copy of the Labor and Material Payment Bond shall be made available by Owner or Design-Builder to Design Professional, Subconsultants, Subcontractors, Sub-subcontractors, Material Suppliers, or Equipment Suppliers upon written request. § 12.1.16 Design-Builder shall keep its Surety advised of changes in the Scope of the Work potentially impacting the GMP or the Date of Substantial Completion, though Design-Builder shall require that its Surety waives any requirement to be notified of any alteration or extension of time, suspension, or termination. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 42 § 12.2 Insurance § 12.2.1 Owner shall loss. § 12.2.2 Owner shall either self-insure or obtain and maintain its own liability insurance for protection against claims arising out of the performance of this Agreement, including without limitation, loss of use and claims, losses and expenses arising out of Owner § 12.3 Waivers of Subrogation N/A ARTICLE 13 UNCOVERING AND CORRECTION OF CONSTRUCTION WORK § 13.1 Uncovering of Construction Work The Owner may request to examine a portion of the Construction Work that the Design- Builder has covered to determine if the Construction Work has been performed in accordance with the Design-Build Documents. If such Construction Work is in accordance with the Design-Build Documents, the Design-Builder shall be entitled to an equitable adjustment to the Guaranteed Maximum Price and Contract Time as may be appropriate. If such Construction Work is not in accordance with the Design-Build Documents, the costs of uncovering the Construction Work, and the cost of correction, shall not be a Cost of the Work and shall not result in a change in the Contract Time except as otherwise permitted in this Agreement. § 13.2 Correction of Construction Work § 13.2.1 Before Substantial Completion. The Design-Builder shall promptly correct Construction Work rejected by the Owner or failing to conform to the requirements of the Design-Build Documents, discovered before Substantial Completion, and whether or not fabricated, installed, or completed. Costs of correcting such rejected Construction Work, including additional testing and inspections, the cost of uncovering and replacement shall not be a Cost of the Work and shall not result in a change in the Contract Time unless otherwise permitted in this Agreement. If the cost of correcting such rejected Construction Work is not a Cost of the Work, the Design-Builder shall compensate the Owner for any consultant employed by the Owner and expenses and compensation made necessary thereby. § 13.2.2 After Substantial Completion § 13.2.2.1 In addition to the Design- 3.1.11, if, within two years after the date of Substantial Completion of the Construction Work or designated portion thereof or after the date for commencement of warranties established under Section 10.9.1, or by terms of any applicable special warranty required by the Design-Build Documents, any of the Construction Work is discovered not to be in accordance with the requirements of the Design-Build Documents, the Design- Builder shall correct it promptly after receipt of notice from the Owner to do so unless the Owner has previously given the Design-Builder a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of the Construction Work, if the Owner fails to notify the Design-Builder of the condition and give the Design-Builder an opportunity to make the correction, the Owner waives the rights to require correction by the Design-Builder and to make a claim for breach of warranty and breach of the standard of care for that condition. If the Design-Builder fails to correct nonconforming or defectively designed Construction Work within a reasonable time during that period after receipt of notice from the Owner, the Owner may correct it in accordance with Section 8.5. § 13.2.2.2 The two-year period for correction of Construction Work shall be extended with respect to portions of Construction Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Construction Work. § 13.2.2.3 The two-year period for correction of Construction Work shall not be extended by corrective Construction Work performed by the Design-Builder pursuant to this Section 13.2. § 13.2.3 The Design-Builder shall remove from the site portions of the Construction Work that are not in accordance with the requirements of the Design-Build Documents and are neither corrected by the Design-Builder nor accepted by the Owner. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 43 § 13.2.4 The Design-Builder shall be liable for the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Design- Work that is not in accordance with the requirements of the Design-Build Documents unless the corrective work is otherwise permitted in the Design-Build Amendment to be reimbursed as a Cost of the Work, in which case the cost of the corrective work shall be subject to the Guaranteed Maximum Price. § 13.2.5 Nothing contained in this Section 13.2 shall be construed to establish a period of limitation with respect to other obligations the Design-Builder has under the Design-Build Documents. Establishment of the two-year period for correction of Construction Work as described in Section 13.2.2 relates only to the specific obligation of the Design-Builder to correct the Construction Work, and has no relationship to the time within which the obligation to comply with the Design-Build Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Design- liability with respect to the Design- § 13.3 Acceptance of Nonconforming Construction Work If the Owner prefers to accept Construction Work that is not in accordance with the requirements of the Design-Build Documents, the Owner may do so instead of requiring its removal and correction, in which case the Guaranteed Maximum Price will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 14 COPYRIGHTS AND LICENSES § 14.1 Design-Builder warrants that all Work performed under this Agreement shall comply with all applicable patent, trademark, and copyright laws, rules, regulations, and codes of the United States. Design-Builder shall not utilize any protected patent, trademark, or copyright in performance of the Work unless Design-Builder has obtained proper permission, releases, and other necessary documents. If Design-Builder specifies any Material, Equipment, process, or procedure, which is protected, Design- Builder shall disclose such patents, trademarks, and copyrights to Owner in writing. . § 14.2 To the fullest extent permitted by law, Design-Builder agrees to release, indemnify, defend and hold harmless Owner, its officers, agents and employees from any and all claims, damages, suits, costs, expenses, liabilities, actions or proceedings of any kin g out of, directly or indirectly, the performance of Work under this Agreement which infringes upon any patent, trademark or copyright protected by law. § 14.3 Design-Builder shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted Materials, methods or systems selected by Design-Builder and incorporated in the Work. § 14.3.1 In the event the Owner uses the Instruments of Service (1) for purposes inconsistent with Section 14.3, (2) after completion of the Project for purposes of altering or adding to the Project without retaining the authors of the Instruments of Service for such purposes, (3) after the Owner terminates this Agreement for convenience, or (4) after the Design-Builder terminates this Agreement in accordance with Sections 15.1.1, 15.1.3, 15.1.4, or 15.2.1, the Owner releases the Design-Builder from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Design-Builder from all costs and expenses, including the cost of defense, related to claims and causes of action of Service under this Section 14.3.1. The terms of this Section 14.3.1 shall not apply if the Owner terminates this Agreement for cause under Sections 15.1.4 or 15.2.2. The payment of a Termination Fee or Licensing Fee under Section 15.1.7 shall not relieve the Owner of the release or indemnity obligations of this Section 14.3.1. § 14.3.2 The Design-Builder shall obtain non-exclusive licenses from the Architect, Consultants, and Subcontractors, that will allow the Design-Builder to satisfy its obligations to the Owner under this Article 14. The Design- Architect and its Consultants and Subcontractors shall also allow the Owner, in the event this Agreement is terminated for any reason other than the default of the Owner or in the event the Design- terminate their agreements with the Design-Builder for cause, to obtain a non-exclusive license solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner (1) agrees to pay to the Architect, Consultant, or Subcontractor all amounts due, and (2) provides the Architect, Consultant, or Subcontractor with the expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 44 § 14.4 The provisions of this Article 14 shall survive the termination of this Agreement. ARTICLE 15 TERMINATION OR SUSPENSION § 15.1 Suspension by Owner for Convenience § 15.1.1 Owner may order Design-Builder in writing to suspend, delay or interrupt all or any part of the Work without cause for its sole convenience. If the Owner fails to make payments to the Design-Builder for Work prior to execution of the Design-Build Amendment in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination under Section 15.1.4 or, at the Design- Agreement. If the Design-Builder elects to suspend the Work, the Design- before suspending the Work. In the event of a suspension of the Work, the Design-Builder shall have no liability to the Owner for delay or damage caused by the suspension of the Work. Before resuming the Work, the Design-Builder shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Design-- nd time to complete, the remaining Work shall be equitably adjusted. § 15.1.2 Adjustments caused by suspension, delay or interruption shall be made as appropriate for increases in the GMP and/or the Date of Substantial Completion. No adjustment shall be made if Design-Builder is or otherwise would have been responsible for the suspension, delay or interruption of the Work. § 15.2 Termination by Owner for Cause § 15.2.1 If Design-Builder fails to supply enough qualified workers, proper Materials or Equipment, maintain the CPM Schedule, or fails to make prompt payment to its employees, Design Professional, Subconsultants, Subcontractors or Material or Equipment Suppliers, disregards Laws or orders of any public authority having jurisdiction, or otherwise is in material breach of a provision of this Agreement, Design-Builder may be deemed in default. If Design-Builder fails within ten (10) Days after receipt of written notice from Owner to commence and continue correction of such default, Owner shall give Design-Builder and the Surety a second written notice to correct the default within a seven (7) Day period. § 15.2.2 If Design-Builder fails to promptly commence and continue satisfactory correction of the default following receipt of such second notice, Owner without prejudice to any other rights or remedies may: (a) take possession of the Project Site; (b) notify the Surety, (c) complete the Work utilizing any reasonable means; (d) withhold payment due to Design-Builder; and (e) as Owner deems necessary, supply workers and Materials, Equipment and other facilities for the satisfactory correction of the default, and charge Design- § 15.2.3 In the event of an emergency affecting the safety of persons or property, Owner may immediately commence and continue correction of a default without first giving written notice to Design-Builder, but shall give prompt written notice to Design- Builder following commencement of the corrective action. § 15.2.4 In the event of termination not the fault of the Design-Builder, the Design-Builder shall be compensated for Work performed prior to termination, together with Reimbursable Expenses then due and any other expenses directly attributable to termination for which the Design-Builder is not otherwise compensated. In no event shall the Design- under this Section 15.1.6 be greater than the compensation set forth in Section 2.1. If Design-Builder files a petition under the bankruptcy code, this Agreement shall terminate if Design-Builder or Design- has been a default and Design-Builder is unable to give adequate assurance that Design-Builder will perform as required by this Agreement or otherwise is unable to comply with the requirements for assuming this Agreement under the applicable provisions of the bankruptcy code. § 15.2.5 If Owner exercises its rights under this Agreement to terminate this Agreement, Owner shall provide an accounting of the costs incurred by Owner to Design-Builder and the Surety. In addition to any amounts paid under Section 15.1.6, if the Owner terminates this Agreement for its convenience pursuant to Section 15.1.5, or the Design-Builder terminates this Agreement pursuant to Sections 15.1.3 or 15.1.4, the Owner shall pay to the Design-Builder the following fees: § 15.2.6 If Owner terminates this Agreement for default, and it is later determined that Design-Builder was not in default or that the default was excusable under the terms of the Agreement, the termination shall be deemed a termination for convenience, and the rights of the Parties shall be as set forth herein. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 45 § 15.3 Termination by Owner for Convenience, Notice, and Design- § 15.3.1 Owner may terminate this Agreement for its own convenience. In such event, termination by Owner for convenience shall be initiated by a written notice to Design-Builder which will specify the effective date of the termination. § 15.3.2 Design-Builder, after receiving the notice, shall cancel any outstanding commitments for procurement of Materials and Equipment. In addition, Design-Builder shall use reasonable efforts to cancel or divert any outstanding subcontracted commitments, unless otherwise requested by Owner. With respect to such canceled commitments, Design-Builder shall: § 15.3.2.1 Settle all outstanding liabilities and all claims arising out of the canceled commitments. Such settlements shall be approved by Owner and shall be final; and § 15.3.2.2 Assign to Owner all of the rights, title, and interest of Design-Builder under the terminated orders and Subcontracts, as directed by Owner. Owner will then have the right to settle or pay any or all claims arising out of the termination of these commitments. § 15.3.3 Design-Builder shall submit its termination claim to Owner within ninety (90) Days after the effective date of the notice. During the ninety (90) Day period, Design-Builder may make a written request to Owner for a time extension in preparing the claim. Any time extension must be approved by Owner. If Design-Builder fails to submit its termination claim within the time allowed, Owner may determine the amount due Design-Builder, if any, by reason of the termination, which determination shall be final. Failure of Design-Builder to submit a termination claim within the time allowed shall constitute a waiver of the claim. § 15.3.4 Design-Builder and Owner may agree upon the whole or any part of the amount to be paid Design-Builder as a result of the termination. The amount may include actual cancellation charges incurred by Design-Builder. The amount may also include any actual loss upon outstanding commitments for subcontracts which Design-Builder is unable to cancel, provided Design-Builder has proven reasonable effort to divert the commitments to other activities. The amount agreed upon shall be set forth in a Change Order, and Design-Builder shall be paid that amount. Design-Builder shall be entitled to compensation for or Fee on uncompleted Work. § 15.3.5 Design-Builder shall transfer title and deliver to Owner such items, which if the Agreement had been completed, that would have been furnished to Owner including: § 15.3.5.1 Completed and partially completed Work; and § 15.3.5.2 Materials or Equipment produced, acquired, or in the process of being produced that is terminated by the notice. § 15.3.6 Other than the above, any termination inventory resulting from the termination may, with written approval of Owner, be sold or acquired by Design-Builder under the conditions prescribed by and at prices approved by Owner. The proceeds of any such disposition shall be applied to reduce any payments owed to Design-Builder, or shall be credited to the Cost of Work, or paid in a manner as directed by Owner. Until final disposition, Design-Builder shall protect and preserve all Material and Equipment which is in its possession and in which Owner has or may have an interest. § 15.3.7 Design-Builder agrees to make its cost records available to Owner to the extent they are necessary to determine the validity and amount of each item in the termination claim. § 15.4 O § 15.4.1 Prior to execution of the GMP Amendment, Owner may terminate this Agreement for its convenience for any reason, including, but not limited to, the failure of Owner and Design-Builder to agree upon the terms of a GMP Amendment for the to terminate shall be made in its sole discretion and shall not be subject to review by any reviewing body, including any court of competent jurisdiction. § 15.4.2 In the event Owner terminates this Agreement under this Section, Design- the payment of any monies due for design, authorized procured materials, permitting fees and pre-construction Work actually performed by Design-Builder. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 46 § 15.4.3 Owner shall have the right, in its sole discretion, to determine whether to complete the Project and, if so, the delivery approach for the Project, including, but not limited to, the right to complete the Project under any delivery method of its choosing. § 15.4.4 Design- terminates Design-Builder and Design Professional and certain Subconsultants are not available to continue working on the Project. Consequently, Design-Builder hereby agrees that if Owner exercises its rights under this Section, Owner shall have the right, but not the obligation, to contract directly with the Design Professional and/or certain Subconsultants for Work related to the Project, and Design-Builder shall take such steps as are reasonably necessary to enable Owner to implement such relationship(s), including the right to assume any subcontracts entered into by Design-Builder. § 15.4.5 If Owner exercises its rights under this Section, Owner and Design-Builder shall promptly meet and confer about the documents and other materials prepared by Design-Builder, Design Professional and Subconsultants as part of the design Work. Design-Builder shall furnish, or cause to be furnished, to Owner all documents and other materials, including, but not limited to, schedules, bid packages, cost estimates, and procurement documents, requested by Owner. § 15.4.6 by Section 15.3. § 15.5 Termination by Design-Builder § 15.5.1 Design-Builder may terminate this Agreement § 15.5.2 If Owner has for sixty (60) Days failed to pay Design-Builder after payment is due, Design-Builder may give seven (7) Days written notice of its intent to terminate this Agreement. If Design-Builder does not receive payment within seven (7) Days after giving the written notice to Owner, then upon seven (7) Days additional written notice to Owner, Design-Builder may terminate this Agreement. § 15.5.3 Upon termination by Design-Builder in accordance with this section, Design-Builder shall be entitled to recover from Owner payment for all Work executed and for all proven cost or expense incurred in connection with the Work, plus actual demobilization costs and applicable Fee thereon. Design-Builder shall be entitled to compensation for, or Fee on, Work not performed. ARTICLE 16 CLAIMS AND DISPUTES § 16.1 Claims § 16.1.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a disputes and matters in question between the Owner and Design-Builder arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 16.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Design-Build Documents. § 16.1.2 Time Limits on Claims. The Owner and Design-Builder shall commence all claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in Section 1.3, within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Design- Builder waive all claims and causes of action not commenced in accordance with this Section 16.1.2. § 16.1.3 Notice of Claims § 16.1.3.1 Prior To Final Payment. Prior to final payment, Claims by either the Owner or Design-Builder must be initiated by notice to the other party within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 47 § 16.1.3.2 Claims Arising After Final Payment.After final payment, Claims by either the Owner or Design-Builder that have not otherwise been waived pursuant to Sections 10.10.7 or 10.10.8, must be initiated by prompt written notice to the other party. The notice requirement in Section 16.1.3.1 and the provisions for Initial Resolution of Claims in Section 16.2 shall not be required as a condition precedent to mediation in Section 16.3. § 16.1.4 Continuing Contract Performance. Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 10.7 and Article 15, the Design-Builder shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Design-Build Documents. § 16.1.5 Claims for Additional Cost. If the Design-Builder wishes to make a Claim for an increase in the Guaranteed Maximum Price, notice as provided in Section 16.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 11.4. § 16.1.6 Claims for Additional Time § 16.1.6.1 If the Design-Builder wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 16.1.3 shall be given. The Design- the Work. In the case of a continuing delay, only one Claim is necessary. § 16.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had an adverse effect on the scheduled construction. § 16.1.7 Waiver of Claims for Consequential Damages The Design-Builder and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes: .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business, and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Design-Builder for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. dance with Article 16. Nothing contained in this Section 16.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Design-Build Documents. § 16.1.8 Design- Liability In addition to the other limitations of the Design- Agreement, the Design- (Check the appropriate box.) [ X ] § 16.1.8.1 The Owner and Design-Builder do not agree to further limit the liability of the Design-Builder to the Owner under this Section 16.1.8 of this Agreement. § 16.1.9 Exclusions to the Limitations of Design- Liability. The limitations, if any, on (a) the Design- for liquidated damages under Section 2.3.1.6, and (b) the Design- Section 16.1.8.2, shall not apply to liability resulting from the Design- .1 fraud; .2 willful misconduct; .3 failure to pay sums due the Architect, Consultants, Subcontractors, or any other third party for labor, materials, equipment, or services related to the Work; or .4 abandonment of the Work. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 48 § 16.2 Initial Resolution of Claims § 16.2.1 Meet and Confer § 16.2.1.1 If the parties select Meet and Confer as the initial method of dispute resolution, the Owner and Design-Builder shall endeavor to resolve Claims subject to the meet and confer session. The meet and confer session shall be attended by representatives who have the authority to bind the Owner and Design-Builder. The Owner or Design-Builder may request senior representatives from the Architect, Subcontractors, or other interested parties to attend the meet and confer session. The meet and confer session shall take place within thirty (30) days after a request by either party to this Agreement unless the parties mutually agree otherwise. § 16.2.1.2 Discussions held during the meet and confer process shall be treated as settlement discussions and, as such, will be confidential. § 16.2.1.3 If the Owner and Design-Builder reach a mutually acceptable resolution, appropriate documentation memorializing the resolution shall be prepared. If the resolution results in a change to the Guaranteed Maximum Price or the Contract Time, the parties shall execute a Change Order. § 16.2.1.4 If the Owner and Design-Builder cannot reach a mutually acceptable resolution at the meet and confer session, or if the meet and confer session does not take place within the time specified in Section 16.2.1.1, either party may proceed to mediation in accordance with Section 16.3. § 16.2.2 Project Neutral § 16.2.2.1 If the parties select a Project Neutral to serve as an initial decision maker of Claims, the Owner and Design-Builder shall share the expense of the Project Neutral. § 16.2.2.2 The Project Neutral will review Claims and, within ten days of the receipt of a Claim, take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim in whole or in part, (4) suggest a compromise, or (5) advise the parties that the Project Neutral is unable to resolve the Claim if the Project Neutral lacks sufficient information to evaluate the merits r the Project Neutral to resolve the Claim. § 16.2.2.3 In evaluating Claims, the Project Neutral may, but shall not be obligated to, consult with or seek information from persons with special knowledge or expertise who may assist the Project Neutral in rendering a decision. The retention of such persons shall be a shared expense of the Owner and Design-Builder. § 16.2.2.4 If the Project Neutral requests either party to provide a response to a Claim or to furnish additional supporting data, such party shall respond within ten days after receipt of the request and shall either (1) provide a response or the requested supporting data, (2) advise the Project Neutral when the response or supporting data will be furnished or (3) advise the Project Neutral that no response or supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Project Neutral will take one of the actions described in Sections 16.2.2.2(2) through (5). § 16.2.2.5 Pursuant to Sections 16.2.2.2 through 16.2.2.4, the Project Neutral will render an initial decision approving or rejecting the Claim in whole or in part, or indicating that the Project Neutral is unable to resolve the Claim. The initial decision shall (1) be in writing, (2) state the reasons therefore, and (3) identify any change in the Guaranteed Maximum Price or Contract Time or both. The initial decision shall be binding on the parties, but subject to mediation in accordance with the process set forth in Section 16.3 and, if the parties fail to resolve their dispute through mediation, subject to binding dispute resolution in accordance with Section 16.4. § 16.2.2.5.1 If an initial decision has not been rendered within 30 days after the Claim has been referred to the Project Neutral, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Project Neutral and all affected parties agree, the Project Neutral will not decide disputes between the Design-Builder and persons or entities other than the Owner. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 49 § 16.2.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 16.3. § 16.2.2.7 party file for mediation within 60 days of the initial decision. If such a demand is made and the party receiving the demand fails to file for mediation within the time required, then both parties waive their rights to mediate and pursue binding dispute resolution proceedings with respect to the initial decision. § 16.2.3 In the event of a Claim against the Design-Builder, the Owner may, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Design- not ob § 16.2.4 with applicable law to comply with the lien notice or filing deadlines. § 16.3 Mediation § 16.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 10.10.7, 10.10.8, 16.1.7, and 16.2.2.7 shall be subject to mediation as a condition precedent to binding dispute resolution. § 16.3.2 The Parties shall endeavor to resolve their Claims by mediation which, unless the Parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the Parties or court order. If an arbitration proceeding is stayed pursuant to this Section 16.3.2, the Parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 16.3.3 Either Party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the Party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both Parties waive their rights to binding dispute resolution proceedings with respect to the initial decision rendered by the Project Neutral or with respect to Claims that are the subject of the Meet and Confer process. § 16.3.4 Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction. § 16.4 Arbitration § 16.4.1 If the parties have selected arbitration as the method for binding dispute resolution in Section 1.3, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of this Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 16.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations or statute of repose. For statute of limitations or statute of repose purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 50 § 16.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. § 16.4.3 The foregoing agreement to arbitrate, and other agreements to arbitrate with an additional person or entity duly consented to by parties to this Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. § 16.4.4 Consolidation or Joinder § 16.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 16.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either Party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the Party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 16.4.4.3 The Owner and Design-Builder grant to any person or entity made a party to an arbitration conducted under this Section 16.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Design- Builder under this Agreement. § 16.5 The provisions of this Article 16 shall survive the termination of this Agreement. ARTICLE 17 MISCELLANEOUS PROVISIONS § 17.1 Governing Law and Venue This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. § 17.2 Successors and Assigns § 17.2.1 The Owner and Design-Builder, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants, agreements, and obligations contained in the Design-Build Documents. Except as provided in Section 17.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 17.2.2 The Owner may, without consent of the Design-Builder, assign the Contract to a lender providing construction financing -Build Documents. The Design-Builder shall execute all consents reasonably required to facilitate the assignment. § 17.2.3 Certifications. If the Owner requests the Design-Builder to execute certificates, the proposed language of such certificates shall be submitted to the Design-Builder for review at least 21 days prior to the requested dates of execution. If the Owner requests the Design-Builder to execute consents reasonably required to facilitate assignment to a lender, the Design- Builder shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Design-Builder for review at least 21 days prior to execution. The Design-Builder shall not be required to execute any certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 51 § 17.3 The Design-Builder, Architect, Consultants, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work, shall have the right to include video, photographic, or artistic representations of the design of the Project among their respective promotional and professional materials. The Design-Builder, Architect, Consultants, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work, shall be given reaso confidential or proprietary information if the Owner has previously advised the Design-Builder in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Design-Builder, Architect, Consultants, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the 17.3 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 15.2.2. § 17.4 Rights and Remedies § 17.4.1 Duties and obligations imposed by the Design-Build Documents, and rights and remedies available thereunder, shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 17.4.2 No action or failure to act by the Owner or Design-Builder shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 17.5 Tests and Inspections § 17.5.1 Tests, inspections, and approvals of portions of the Construction Work shall be made as required by the Design-Build Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Design-Builder shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and all related costs of tests, inspections, and approvals shall be considered a Cost of the Work. The Design-Builder shall give the Owner timely notice of when and where tests and inspections are to be made so that the Owner may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after execution of the Design-Build Amendment. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 17.5.2 If the Owner determines that portions of the Construction Work require additional testing, inspection, or approval not included under Section 17.5.1, the Owner will instruct the Design-Builder to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Design-Builder shall give timely notice to the Owner of when and where tests and inspections are to be made so that the Owner may be present for such procedures. Such costs, except as provided in Section 17.5.3, shall be a Cost of the Work and the Guaranteed Maximum Price shall be adjusted accordingly. § 17.5.3 If procedures for testing, inspection, or approval under Sections 17.5.1 and 17.5.2 reveal failure of the portions of the Construction Work to comply with requirements established by the Design-Build Documents, all costs made necessary by such failure shall be at the Design- Agreement to be reimbursed as a Cost of the Work, in which case the cost for the testing, inspection, or approval shall be subject to the Guaranteed Maximum Price. § 17.5.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Design-Build Documents, be secured by the Design-Builder and promptly delivered to the Owner. § 17.5.5 If the Owner is to observe tests, inspections, or approvals required by the Design-Build Documents, the Owner will do so promptly and, where practicable, at the normal place of testing. § 17.5.6 Tests or inspections conducted pursuant to the Design-Build Documents shall be made promptly to avoid unreasonable delay in the Work. § 17.6 Confidential Information § 17.6.1 Unless compelled by law, a governmental agency or authority, an order of a court of competent jurisdiction, or a validly AIA Document A141PDB 2024. Copyright © 2024. All rights reserved. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671a22374724479194c8fb46) 52 issued subpoena, Design-Builder shall treat as confidential and not disclose to third-persons, except Subcontractors, Material Suppliers, Equipment Suppliers, Design Professional, Subconsultants, and Sub-subcontractors as is necessary for the performance of the Work or use for its own benefit, any reports or other data provided by Owner or which Design-Builder may acquire in connection with the Work. All confidential information shall be returned to Owner at the end of the Project § 17.6.2 Owner and Design-Builder shall specify those items to be treated as confidential by the other Party and shall mark them subject to the requirement of Owner to comply with the Colorado Open Records Act, C.R.S. § 2-72-203, or any applicable law, regulation, or court order. Design-Builder shall hold Owner harmless from any claims arising from the release of confidential and proprietary information not clearly designated as such by Design-Builder or that is compelled to be released by Laws, a governmental agency or authority, an order of a court of competent jurisdiction or a validly issued subpoena. § 17.6.3 Any aerial photography supplied by Owner to Design-Builder shall not be used for any purpose other than the Project. § 17.6.4 In the event a third party seeks disclosure of any Confidential Information from Design-Builder or Owner, that Party § 17.6.3 .1 violation of this Agreement; .2 received; .3 obtained by the receiving party on a non-confidential basis from a third party not known by the receiving party to be under an obligation of confidentiality; or .4 § 17.7 Capitalization Terms capitalized in the Contract include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other AIA Contract Documents. § 17.8 Interpretation § 17.8.1 In the interest of brevity the Design- er is not intended to affect the interpretation of either statement. § 17.8.2 Unless otherwise stated in the Design-Build Documents, words which have well-known technical or construction industry meanings are used in the Design-Build Documents in accordance with such recognized meanings. § 17.9 The invalidity of any provision of this Agreement shall not invalidate this Agreement or its remaining provisions. If it is determined that any provision of this Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case this Agreement shall be Agreement. § 17.10 No Waiver of Governmental Immunity § 17.10.1 Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. § 17.11 No Third Party Beneficiaries § 17.11.1 Nothing contained in this Agreement is intended to or shall create a contractual relationship with cause of action in favor of, or claim for relief for any third party, including any agent, sub-consultant, or sub-contractor of Contractor. Absolutely no third-party beneficiaries are intended by this Agreement. Any third party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. §17.12 Survival of Terms and Conditions § 17.12.1 The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. §17.13 Severability § 17.13.1 Invalidation of any of the provisions of this Agreement or any paragraph, sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. ARTICLE 18 SCOPE OF THIS AGREEMENT § 18.1 This Agreement is comprised of the following documents; .1 AI A Document A141 *PDB-2024, Standard Form of Agreement Between Owner and Design-Builder for a Progressive Design-Build Project .2 Exhibit A, Insurance .3 Exhibit B, AI A Document A141 ®PDB-2024, Design-Build Amendment, if executed .4 Exhibit C, Compensation .5 Exhibit D, Preliminary Project Schedule .6 Exhibit E, Project Physical Characteristics .7 Exhibit F, Performance and Payment Bonds .8 Exhibit G, Risk Register. This Agreement entered into as of the day and year first written above. OWNER Tantra NottinghamUnderwood, von TownMuyor 4+4m Fown Myor /lapAgge Adam Miller_ _ _ _ . Adam Miller (Dec 18,2025 18:43:56 MST) DESIGN-BUILDER Adam D. Miller, President/Project Executive A.D. Miller Services Inc. APPROVED AS TO FORM: Nina P. Williams (Dec 18,2025 18:52:28 MST) Nina P. Williams, Town Attorney AIA Document A141PDB - 2024. Copyright © 2024. All rights reserved. "The American Institute of Architects,” "American Institute of Architects,” ‘AIA,” the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced on 11/06/2025 under Subscription No.20250156187, is licensed for one-time use only and may only be used in accordance with the AIA Contract Documents® Terms of Service. (671 a22374724479194c8fb46) EXHIBIT A DESIGN- 1.1 Design-Builder shall procure and maintain during the term of this Agreement, Insurance, and Professional Liability Insurance. Design-Builder agrees to procure and maintain in force during the term of this Agreement, at its own cost, the following coverages: 1.1.1 five hundred thousand dollars ($500,000). Evidence of qualified self-insured status may be substituted. 1.1.2 CGL Insurance (MINIMUM LIMITS) (1) Each Occurrence $2,000,000 (2) Products/Completed Operations Aggregate $2,000,000 (3) Personal and Advertising Injury $2,000,000 (4) General Aggregate $5,000,000 1.1.2.1 The CGL policy shall include coverage protecting against bodily injury, property damage, and personal injury claims arising from the exposures of (1) premises-operations; (2) products and completed operations including Materials designed, furnished, and/ or modified in any way by Design-Builder; (3) Subcontractors; (4) contractual liability risk covering the indemnity obligations set forth in this Agreement; and (5) where applicable, liability resulting from explosion, collapse or underground exposures. 1.1.2.2 If the CGL policy is written on a claims-made form, it shall continue for eight (8) years following termination of this Agreement. The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement. 1.1.3 Professional Liability Insurance (MINIMUM LIMITS) (1) Each Claim $2,000,000 (2) Aggregate $2,000,000 1.1.3.1 If the Professional Liability policy is written on a claims-made form, it shall continue for eight (8) years following termination of this Agreement. The insurance shall provide for a retroactive date of placement prior to or coinciding with the effective date of this Agreement. 1.1.4 Automobile Liability Insurance with combined single limits for bodily injury and property damage of not less than one million dollars ($1,000,000) for each occurrence; two million dollars ($2,000,000) aggregate. This insurance will insure against bodily injury and/or property damage arising out of Design- operations, maintenance, use, loading or unloading of any auto, including owned, non-owned, hired, and employee autos. 1.1.5 Excess or umbrella liability insurance with minimum limits of ten million dollars ($10,000,000.00). 1.1.6 Design- 1.1.7 Upon approval of the GMP Proposal and as a condition precedent for execution of the GMP Amendment, Design- insurance policy for the full cost of replacement at the time of loss, less the cost of replacement for Materials and Equipment covered under an Installation Floater insurance policy. An Installation Floater insurance policy shall be obtained by Design-Builder when the aggregate value of Equipment, such as pumps, engine- generators, compressors, motors, switch-gear, transformers, panel boards, control Equipment, and other similar Equipment, exceeds ten thousand dollars ($10,000). 1.1.7.1 policy, and when applicable an Installation Floater policy, or equivalent form to cover all risks of physical loss to the Work and to Materials or Equipment stored offsite, onsite, or in transit, except those risks specifically excluded by the policy, and shall insure at least against the perils of fire, lightning, explosion, windstorm, hail, smoke, aircraft (except aircraft, including helicopter, operated by or on behalf of Design-Builder) and vehicles, riot and civil commotion, theft, vandalism, malicious mischief, Hazardous Material spills, debris removal, flood, earthquake, earth movement, water damage, wind damage, testing if applicable, and collapse however caused. 1.1.7.2 Owner, Design-Builder, Subcontractors, Sub-subcontractors, Material Suppliers, Equipment Suppliers, Design Professional and Subconsultants as named insureds. This policy shall provide for a waiver of subrogation in favor of Owner, Design-Builder, Subcontractors, Sub-subcontractors, Material and Equipment Suppliers and Subconsultants. 1.1.7.3 This insurance shall remain in effect until Final Payment has been made or until no person or entity other than Owner has an insurable interest in the property to be covered by this insurance, whichever is sooner. Partial occupancy or use of the Work shall not commence until Owner has secured the consent of the insurance company or companies providing the coverage required in this section. 1.1.7.4 Before commencing the Work, Design-Builder shall provide a 1.1.7.5 Owner and Design-Builder waive all rights against each other and their respective employees, agents, consultants, Subcontractors, Sub- subcontractors, Design Professional and Subconsultants for damages stallation Floater policies, except such rights as they may have to the proceeds of the insurance and such rights as Owner may have for the failure of Design- Builder to obtain and maintain such insurance in compliance with this section. 1.1.7.6 The minimum limits of the Installation Floater insurance policy shall be not less than the replacement cost of the Materials and Equipment to be insured. The value shall include the aggregate value of any Owner- furnished Materials and Equipment to be erected or installed by Design- 1.1.8 Except to the extent a loss is covered by applicable insurance, risk of loss or damage to the Work shall be borne by Design-Builder until the Date of Initial Acceptance. 1.1.9 Design-Builder shall be responsible for any deductible amounts or co- insurance amount, which deductible amounts or coinsurance shall not be compensated as a Cost of Work or a General Conditions Cost. 1.1.10 Other insurance with varying limits which from time to time may reasonably be required by the mutual agreement of Owner and Design-Builder against other insurance hazards relating to the Work. Document A141®PDB 2024 Exhibit B Design-Build Amendment AIA Document A141PDB 2024 Exhibit B. Copyright © 2024. All rights reserved. This draft was produced at 15:50:57 MST on 11/06/2025 under Subscription No.20250156187 which expires on , 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: (6729a6647e3cb9cc24fe76c4) 1 ADDITIONS 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. 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 Amendment dated the day of in the year is incorporated into, and amends, AIA Document A141®PDB 2024, Standard Form of Agreement Between Owner and Design-Builder for a Progressive Design-Build Project dated the day of in the year (In words, indicate day, month, and year.) for the following PROJECT: (Name and location or address) THE OWNER: (Name, legal status, and address) THE DESIGN-BUILDER: (Name, legal status, and address) The Owner and Design-Builder hereby amend the Agreement as follows. TABLE OF ARTICLES B.1 GUARANTEED MAXIMUM PRICE B.2 CONTRACT TIME B.3 INFORMATION UPON WHICH AMENDMENT IS BASED B.4 DESIGN- SUPPLIERS B.5 ARTICLE B.1 GUARANTEED MAXIMUM PRICE § B.1.1 Guaranteed Maximum Price Pursuant to Article 5 of the Agreement, the Owner and Design-Builder hereby amend the Agreement to establish a Guaranteed Maximum Price. § B.1.1.1 The Contract Sum is guaranteed by the Design-Builder not to exceed ($ ), subject to additions and deductions by Modification as provided in the Design-Build Documents. AIA Document A141PDB 2024 Exhibit B. Copyright © 2024. All rights reserved. This draft was produced at 15:50:57 MST on 11/06/2025 under Subscription No.20250156187 which expires on , 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: (6729a6647e3cb9cc24fe76c4) 2 § B.1.1.2 Itemized Statement of the Guaranteed Maximum Price Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, allowances, contingencies, alternates, the Design- Design Services to be performed after execution of the Design-Build Amendment and Early Release Work. (Provide itemized statement below or reference an attachment.) § B.1.1.3 The Design- 2 of the Agreement. § B.1.1.4 The method of adjustment of the Design- Agreement. § B.1.1.5 Design Services to be performed after execution of the Design-Build Amendment, including Design Services performed for Early Release Work. § B.1.1.6 Alternates § B.1.1.6.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price § B.1.1.6.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Exhibit B. Upon acceptance, the Owner shall issue a Modification to the Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance § B.1.1.7 Allowances, if any: (Identify each allowance.) Item Price § B.1.1.8 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § B.1.1.9 The Design- § B.1.1.10 Other amounts that comprise the Guaranteed Maximum Price: AIA Document A141PDB 2024 Exhibit B. Copyright © 2024. All rights reserved. This draft was produced at 15:50:57 MST on 11/06/2025 under Subscription No.20250156187 which expires on , 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: (6729a6647e3cb9cc24fe76c4) 3 ARTICLE B.2 CONTRACT TIME § B.2.1 The date of commencement of the Construction Work shall be: (Check one of the following boxes.) [ ] The date of execution of this Amendment. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the Construction Work.) If a date of commencement of the Construction Work is not selected, then the date of commencement of the Construction Work shall be the date of execution of this Amendment. § B.2.2 Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Design-Build Documents for Substantial Completion of the Construction Work. The Contract Time shall be measured from the date of commencement of the Construction Work. § B.2.3 Substantial Completion § B.2.3.1 Subject to adjustments of the Contract Time as provided in the Design-Build Documents, the Design-Builder shall achieve Substantial Completion of the Construction Work: (Check one of the following boxes and complete the necessary information.) [ ] Not later than ( ) calendar days from the date of commencement of the Construction Work. [ ] By the following date: § B.2.3.2 Subject to adjustments of the Contract Time as provided in the Design-Build Documents, if portions of the Construction Work are to be Substantially Complete prior to the Substantial Completion of the entire Construction Work, the Design-Builder shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § B.2.3.3 If the Design-Builder fails to achieve Substantial Completion as provided in this Section B.2.3, liquidated damages, if any, shall be assessed as set forth in Article 2 of the Agreement. ARTICLE B.3 INFORMATION UPON WHICH AMENDMENT IS BASED § B.3.1 The Guaranteed Maximum Price and Contract Time set forth in this Amendment are based on the Design-Build Documents and the following: § B.3.1.1 The following Supplementary and other Conditions of the Agreement: Document Title Date Pages § B.3.1.2 The following Specifications: (Either list the Specifications here or refer to an exhibit attached to this Amendment.) Section Title Date Pages AIA Document A141PDB 2024 Exhibit B. Copyright © 2024. All rights reserved. This draft was produced at 15:50:57 MST on 11/06/2025 under Subscription No.20250156187 which expires on , 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: (6729a6647e3cb9cc24fe76c4) 4 § B.3.1.3 The following Drawings: (Either list the Drawings here or refer to an exhibit attached to this Amendment.) Number Title Date § B.3.1.4 The Sustainability Plan, if any: (If the Owner identified a Sustainable Objective, identify the document or documents that comprise the Sustainability Plan by title, date, and number of pages, and include other identifying information. The Sustainability Plan identifies and describes the Sustainable Objective; the targeted Sustainable Measures; implementation strategies selected to achieve the Sustainable - the specific details about design reviews, testing, or metrics to verify achievement of each Sustainable Measure; and the Sustainability Documentation required for the Project, as those terms are defined in Exhibit C to the Agreement.) Title Date Pages Other identifying information: § B.3.1.5 Assumptions and clarifications, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption and clarification.) § B.3.1.6 § 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: (List any Submittals that the Design-Builder is required to submit to the Owner for review.) § B.3.1.8 Intended BIM Uses : (Examples include building system maintenance, building system analysis, asset management, space management and tracking, disaster planning, and record modeling.) § B.3.1.8.1 The Owner agrees that the extent of its reliance on any Model, or a portion thereof, shall be in accordance with a § B.3.1.9 The Guaranteed Maximum Price is based upon the following other documents and information: (List any other documents or information here or refer to an exhibit attached to this Amendment.) AIA Document A141PDB 2024 Exhibit B. Copyright © 2024. All rights reserved. This draft was produced at 15:50:57 MST on 11/06/2025 under Subscription No.20250156187 which expires on , 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: (6729a6647e3cb9cc24fe76c4) 5 ARTICLE B.4 DESIGN- KEY PERSONNEL, CONSULTANTS, SUBCONTRACTORS, AND SUPPLIERS § B.4.1 The Design- (Identify name, title, and contact information.) .1 Superintendent .2 Project Manager .3 Others § 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: (List name, discipline, address, and other information.) ARTICLE B.5 SEPARATE CONTRACTORS § B.5.1 The Owner shall retain the following Separate Contractors to perform construction or operations related to the Project: (List name, discipline, address, and other information for each Separate Contractor and identify the construction or operations to be performed by such Separate Contractor.) This Amendment to the Agreement entered into as of the day and year first written above. OWNER (Signature) DESIGN-BUILDER (Signature) (Printed name and title) (Printed name and title) Exhibit C: Avon Recreation Center Aquatics Renovation Compensation Page 1 of 4 EXHIBIT C Compensation 1. Design Phase Services: Design- agreed hourly rates plus Design-. Hourly rates for Design & Preconstruction Phase Services shall only include direct costs of employment for Design-. Individual / Position: Rate: OLC (ARCHITECTURE) President and CEO $ 300.00 / hr Senior Principal (Donaldo Visani) $ 275.00 / hr Principal $ 220.00 / hr Project Architect $ 200.00 / hr Architect $ 160.00 / hr Senior Interior Designer $ 200.00 / hr Interior Designer $ 160.00 / hr Architectural Intern $ 120.00 / hr Administrative $ 100.00 / hr Graphic Support $ 100.00 / hr COUNSILMAN HUNSAKER (AQUATICS) Principal $ 285.00 / hr Director $ 250.00 / hr Project Manager $ 220.00 / hr Project Engineer/Architect $ 185.00 / hr Design Associate $ 155.00 / hr Administrative $ 90.00 / hr THE BALLARD GROUP (HVAC, PLBG, FIRE) Principal $ 210.00 / hr. Associate $ 190.00 / hr Senior Project Engineer $ 170.00 / hr. Project Engineer II $ 140.00 / hr. Project Engineer I $ 120.00 / hr Clerical $ 85.00 / hr Troubleshooting / Peer Review $ 235.00 / hr Exhibit C: Avon Recreation Center Aquatics Renovation Compensation Page 2 of 4 Calibre (Structural) Administrator 1 $ 92.00 / hr Administrator 2 $ 132.00 / hr Administrator 3 $ 172.00 / hr CAD Designer 1 $ 132.00 / hr CAD Designer 2 $ 146.00 / hr CAD Designer 3 $ 172.00 / hr CAD Manager $ 202.00 / hr Construction Engineer $ 198.00 / hr Construction Manager $ 264.00 / hr Construction Inspector 1 $ 172.00 / hr Construction Inspector 2 $ 184.00 / hr Construction Inspector 3 $ 198.00 / hr Engineer 1 $ 158.00 / hr Engineer 2 $ 172.00 / hr Engineer 3 $ 184.00 / hr Engineering Aid $ 118.00 / hr GIS Manager $ 184.00 / hr GIS Specialist $ 158.00 / hr Principal $ 274.00 / hr Project Engineer 1 $ 184.00 / hr Project Engineer 2 $ 195.00 / hr Project Engineer 3 $ 198.00 / hr Assistant Project Manager $ 198.00 / hr Project Manager 1 $ 212.00 / hr Project Manager 2 $ 234.00 / hr Project Manager 3 $ 268.00 / hr Senior Principal $ 342.00 / hr MARCIN ENGINEERING (CIVIL) Principal (Tom Marcin) $ 298.00 / hr Licensed Engineer $ 195.00 / hr Project Engineer/Surveyor $ 185.00 / hr Design Engineer $ 150.00 / hr Technician $ 120.00 / hr Survey Crew $ 268.00 / hr IES (ELECTRICAL) Principal $ 265.00 / hr Director $ 245.00 / hr Senior Project Manager $ 235.00 / hr Studio Lead $ 235.00 / hr Project Manager $ 225.00 / hr Senior Engineer $ 225.00 / hr Engineer $ 205.00 / hr Senior Designer $ 190.00 / hr Exhibit C: Avon Recreation Center Aquatics Renovation Compensation Page 3 of 4 BIM Manager $ 190.00 / hr Intern Designer $ 105.00 / hr CAD/Revit Technician $ 105.00 / hr Administrative $ 125.00 / hr Designer $ 165.00 / hr CMT (GEOTECH): Estimated Scope of Work Cost: $17,150.00 Private Utility Locator (with site visit) $ 1,200.00 Field Study (coring, drilling, 811, sampling, water level check) $ 10,175.00 Laboratory testing (with AWWA testing) $ 1,675.00 Engineering analysis and report $ 3,175.00 Sr. Principal $ 226.00 / hr Principal $ 203.00 / hr Sr. Consultant $ 185.00 / hr Sr. Project Manager, Sr. Engineer, or Sr. Geologist $ 161.00 / hr Project Manager, Project Engineer, or Project Geologist $ 143.00 / hr Staff Engineer or Staff Geologist $ 125.00 / hr Special Inspector $ 110.00 / hr Field Engineer $ 105.00 / hr Master Technician $ 105.00 / hr Engineering Technician $ 88.00 / hr Project Coordinator $ 96.00 / hr Tech Support $ 66.00 / hr Computerized Drafting $ 96.00 / hr Coring Operations $ 113.00 / hr Night Shift Premium $ 6.00 / hr A.D. Miller (Preconstruction & CM/GC) Construction Executive (Adam Miller) $ 164.76 / hr Sr. Project Manager (Tom Schwammam) $ 159.46 / hr Project Manager $ 125.67 / hr Assistant Project Manager $ 114.71 / hr Senior Superintendent $ 134.50 / hr General Superintendent $ 138.22 / hr Superintendent $ 113.98 / hr Assistant Superintendent $ 99.44 / hr Senior Project Engineer $ 108.74 / hr Project Engineer $ 102.50 / hr Project Coordinator $ 78.16 / hr Field Engineer $ 91.59 / hr Chief Field Engineer $ 104.27 / hr Project Assistant $ 91.59 / hr General Foreman $ 74.77 / hr On Site Foreman $ 74.77 / hr Safety Manager $ 89.73 / hr Safety Manager Overtime $ 134.59 / hr Safety Specialist $ 80.04 / hr Safety Specialist -- Overtime $ 120.05 / hr Pre-Construction Director $ 147.52 / hr Exhibit C: Avon Recreation Center Aquatics Renovation Compensation Page 4 of 4 Pre-Construction Manager $ 138.55 / hr Senior Estimator $ 127.33 / hr Estimator $ 105.02 / hr IT Support $ 94.97 / hr Carpenter Foreman $ 74.77 / hr Carpenter $ 66.40 / hr Laborer Foreman $ 74.77 / hr Laborer Journeyman $ 63.41 / hr Laborer $ 48.61 / hr 2. Design- (Design Phase) shall include that portion of Design- attributed to the Work, including compensation for expenses not reimbursable under Article 2.1.7 and profit. Design-(Eight) 8.0% Fee for Design Phase Services:_____________________ Direct Professional Liability Insurance will be reimbursed at cost. 3. Construction Phase Services: Design-Construction Phase services shall be at the following agreed hourly rates plus Design-. Hourly rates for Construction Phase Services shall only include direct costs of employment for Design- SAME AS C.1 ABOVE 4. Design- Phase) shall include that portion of Design- attributed to the Work and profit but excluding costs listed in Article 2.3.3. Design-(Eight) 8.0% Fee for Construction Phase Services:_____________________ Direct Liability Insurance, Performance Bond, and Labor & Materials Bond Fees will be reimbursed at cost. Exhibit D Exhibit E: Avon Recreation Center Aquatics Renovation Physical Characteristics Page 1 of 1 EXHIBIT E Project Physical Characteristics 1. Original Rec Center Pool Specifications (Section 13151) - 1995 2. Geotechnical Engineering Study Proposed Heat Recovery System, Avon, CO September 2009 3. City of Avon Aquatic Facility Evaluation, Water Technology Inc, December 2022 EXHIBIT F1: PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That AD Miller, Inc as Principal (hereinafter called Principal), and ________________________________, as Surety (hereinafter called Surety), are held and firmly bound unto the Town of Avon as Obligee (hereinafter called Owner), for the use and benefit of claimants as herein below defined, in the amount of ____________________________________________________________________ (a sum equal to at least the construction portion of the estimated GMP) Dollars ($ ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Design-Builder has been awarded a Design-Build Agreement by Notice of Award dated______________ by Owner for the design and construction of the Avon Recreation Center Aquatics Renovation project at 90 Lake Street, Avon, CO 81620, which Design-Build Agreement will by reference be made a part hereof, and is hereinafter referred to as the Design-Build Agreement. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Design-Builder shall promptly and faithfully perform said Design-Build Agreement then this obligation shall be null and void; otherwise, it shall remain in full force and effect. The Surety hereby waives notice of any alteration of the Design-Build Agreement or extension of Date of Substantial Completion for construction made by Owner. Whenever Design-Builder shall be, and declared by Owner to be, in default under the Design- Build Agreement, Owner having performed Owner's obligations thereunder, the Surety either will promptly remedy the default, or shall promptly: 1. Complete the Design-Build Agreement in accordance with its terms and conditions; or 2. Obtain proposals for completing the Design-Build Agreement in accordance with its terms and conditions, and upon determination by Surety of the best qualified and responsible proposing firm, or, if Owner elects, upon determination by Owner and the Surety jointly of the best qualified and responsible proposing firm, arrange for a contract between such proposing firm and Owner, and make available as Work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the construction portion of the GMP, but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the construction portion of the GMP" as used in this paragraph, shall mean the total amount payable by Owner to Design-Builder under the Design-Build Agreement for construction and any Change Orders or Amendments thereto, less the amount properly paid by Owner to Design-Builder. No right of action shall accrue on this bond to or for the use of any person or corporation other than Owner. Signed and sealed this ________ day of ___________________, 20_____. Witness Principal Title Title Witness Surety Title Title EXHIBIT F2: LABOR AND MATERIAL PAYMENT BOND THIS BOND IS ISSUED SIMULTANEOUSLY WITH PERFORMANCE BOND IN FAVOR OF OWNER CONDITIONED ON THE FULL AND FAITHFUL PERFORMANCE OF THE DESIGN- BUILD AGREEMENT. KNOW ALL MEN BY THESE PRESENTS: That AD Miller Inc as Principal (hereinafter called Principal), and __________________________________________, as Surety (hereinafter called Surety), are held and firmly bound unto the Town of Avon as Obligee (hereinafter called Owner), for the use and benefit of claimants as herein below defined, in the amount of ___________________________________________________________________ (a sum equal to at least the construction portion of the estimated GMP) Dollars ($ ), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Design-Builder has been awarded a Design-Build Agreement by Notice of Award dated______________ by Owner for the design and construction of the Avon Recreation Center Aquatics Renovation project at 90 Lake Street, Avon, CO 81620, which Design-Build Agreement will by reference be made a part hereof, and is hereinafter referred to as the Design-Build Agreement. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Principal shall promptly make payment to all claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Design-Build Agreement, then this obligation shall be void, otherwise it shall remain in full force and effect; subject however, to the following conditions: 1. A claimant is defined as one having a direct contract with the Principal or with a Subcontractor or Subconsultant of the Principal for labor, Material or both, used or reasonably required for use in the performance of the Design-Build Agreement, labor and Material being construed to include that part of water, gas, power, light, heat, oil, gasoline, telephone service, or rental of Equipment directly applicable to the Design- Build Agreement. 2. The above-named Principal and Surety hereby jointly and severally agree with Owner that every claimant as herein defined, who has not been paid in full before the expiration of a period of ninety (90) Days after the date on which the last of such claimant's Work or labor was done or performed, or Materials were furnished by such claimant, may sue on this bond for the use of such claimant, prosecute the suit to final judgment for such sum or sums as may be justly due claimant, and have execution thereon. Owner shall not be liable for the payment of any costs or expenses of any such suit. 3. No suit or action shall be commenced hereunder by any claimant: a. Unless claimant, other than one having a direct contract with the Principal, shall have given written notice to any two (2) of the following: the Principal, Owner, or the Surety above-named, within ninety (90) Days after such claimant did or performed the last of the Work or labor, or furnished the last of the Materials for which said claim is made, stating with substantial accuracy, the amount claimed and the name of the party to whom the Materials were furnished, or for whom the Work or labor was done or performed. Such notice shall be served by mailing the same by registered mail or certified mail, postage prepaid, in an envelope addressed to the Principal, Owner, or Surety, at any place where an office is regularly maintained for the transaction of business, or served in any manner in which legal process may be served in the state in which the aforesaid Project is located, save that such service need not be made by a public officer. b. Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which the Project, or any part thereof is situated, or in the United States District Court for the District in which the Project, or any part thereof, is situated, and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder, inclusive of the payment by Surety of mechanics' liens or claims which may be filed of record against said improvement, whether or not claim for the amount of such lien be presented under and against this bond. Signed and sealed this _________ day of _________________ 20___. Witness Principal Title Title Witness Surety Title Title