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Home My WebLink About09 Approval of Preconstruction Services RFQ #25-009 Construction Manager at Risk with HJ High for the New Ocoee Fire Station #38 Facility City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: February 3, 2026 Item #: 9 Contact Name: Stephen Krug Department Director: Stephen Krug Contact Number: Ext. 6002 City Manager: Craig Shadrix Subject: Approval of Preconstruction Services RFQ #25-009 Construction Manager at Risk with HJ High for the new Ocoee Fire Station #38 Facility. (Public Works Director Krüg) Background Summary: On October 21, 2025, City Commission awarded the Construction Manager at Risk (CMAR) contract for construction of the new Ocoee Fire Station #38 Facility to HJ High. The architect, JL2 Architecture has completed the 30% design plan. The next phase in the CMAR process are the Pre-Construction Services. This phase includes design and construction document review and recommendations in collaboration with the design team. HJ High has proposed a price of $63,262.00 for this phase. The City and ZHA have negotiated the pre-construction pricing to be within regional industry standards. Following completion of the design phase, HJ High will submit a Guaranteed Maximum Price and Completion Date to be reviewed by the City and ZHA. The final pricing will be brought to the Commission for approval in the near future. Public Works and ZHA recommend Commission approval of the Pre-Construction Phase pricing. Issue: Should the Honorable Mayor and City Commission approve the Pre-Cosntruction Phase pricing with HJ High for the new Ocoee Fire Station #38? Recommendations: Staff recommends the Honorable Mayor and City Commission approve for the $63,262.00 Pre-Construction Phase pricing with HJ High for new Ocoee Fire Station #38 and authorize City Manager and staff to approve change orders to the contract per the Purchasing Policy as funded in the project. Attachments: 1. Proposal 2. RFQ 25-009 A201-2017 3. RFQ 25-009 A133-2019 Financial Impacts: The Pre-Construction Phase pricing for this project is adequately funded under job# P000352 GL 317-522-00- 6302. Type of Item: Consent Page 306 of 414 City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org Page 307 of 414 Page 308 of 414 Page 309 of 414 Page 310 of 414 Document A201® – 2017 General Conditions of the Contract for Construction AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and 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. For guidance in modifying this document to include supplementary conditions, see AIA Document A503™, Guide for Supplementary Conditions. 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. for the following PROJECT: (Name and location or address) New Ocoee Fire Station #38 Facility This Project will be a new, approximately 7,500sf, 3-bay fire station located on 2121 N. Lakewood Ave between 2nd Ave and Banyan Blvd., Ocoee, FL 34761. Final square footage and specifications shall be as defined in the Construction Documents. THE OWNER: (Name, legal status and address) City of Ocoee, 1 N. Bluford Ave. Ocoee, FL 34761 a Florida municipal corporation THE ARCHITECT: (Name, legal status and address) JL2 Architecture 1678 Kingston Rd. Longwood, FL 32750 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS Page 311 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 2 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Page 312 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 3 INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9.10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect’s Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect’s Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect’s Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect’s Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect’s Copyright 1.1.7, 1.5 Architect’s Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect’s Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4 Architect’s Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect’s Interpretations 4.2.11, 4.2.12 Architect’s Project Representative 4.2.10 Architect’s Relationship with Contractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Architect’s Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3 Architect’s Representations 9.4.2, 9.5.1, 9.10.1 Architect’s Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Asbestos 10.3.1 Attorneys’ Fees 3.18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3, 11.5 Building Information Models Use and Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Page 313 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 4 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1.1.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3.1.1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2, 15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9.1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor’s 3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 5.4.2, 11.5, 14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8.1.1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor’s Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2 Contractor’s Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1 Page 314 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 5 Contractor’s Liability Insurance 11.1 Contractor’s Relationship with Separate Contractors and Owner’s Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Contractor’s Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4 Contractor’s Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 Contractor’s Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor’s Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor’s Review of Contract Documents 3.2 Contractor’s Right to Stop the Work 2.2.2, 9.7 Contractor’s Right to Terminate the Contract 14.1 Contractor’s Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Contractor’s Superintendent 3.9, 10.2.6 Contractor’s Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2, 15.1.5 Employees, Contractor’s 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2.1.1 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5.1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Page 315 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 6 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner’s 2.2.1, 13.2.2 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor’s Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner’s Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic’s Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 15.4.1.1 Minor Changes in the Work 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1.1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2 Page 316 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 7 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor’s 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner’s Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 14.3, 14.4, 15.2.7 Owner’s Insurance 11.2 Owner’s Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner’s Right to Carry Out the Work 2.5, 14.2.2 Owner’s Right to Clean Up 6.3 Owner’s Right to Perform Construction and to Award Separate Contracts 6.1 Owner’s Right to Stop the Work 2.4 Owner’s Right to Suspend the Work 14.3 Owner’s Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2, 13.4.1 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 Page 317 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 8 PROTECTION OF PERSONS, PROPERTY, AND MUNICIPAL INTERESTS 10 Regulations and Laws 1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor’s Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect’s 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub-subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Page 318 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 9 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.10.4, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.10.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Page 319 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 10 ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, the Contractor’s qualifications or clarifications (to the extent they conflict with the Contract Documents and have not been explicitly made part of the Contract Documents by agreement of the Owner), or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction (also referred to as the "Agreement). The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect’s consultants, (2) between the Owner and a Subcontractor or a Sub-subcontractor of the Contractor except as set forth in Section 5.3 and Section 5.4, (3) between the Owner and the Architect or the Architect’s consultants, or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect’s duties. § 1.1.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 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 Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. § 1.1.9 Contractor’s Knowledge The terms "knowledge", "recognize", and "discover", their respective derivatives, and similar terms in the Contract Documents as used in reference to the Contractor, shall be interpreted to mean facts and information the Contractor knows or reasonably should know, recognizes or reasonably should recognize, and discovers or reasonably should Page 320 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 11 discover in exercising the care, skill, and diligence required by the Contract Documents. The term "reasonably inferable" and similar terms in the Contract shall mean reasonably inferable by a contractor familiar with the Project and exercising the due care, skill, and diligence required of a Contractor by the Contract Documents. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. In the event that the Contractor is, or should be, aware of inconsistencies within or between parts of the Contract Documents, or between the Contract Documents and applicable standards, codes, and ordinances, the Contractor shall (i) provide the better quality or greater quantity of Work or (ii) comply with the more stringent requirement; either or both in accordance with the Architect’s interpretation. The terms and conditions of this Section 1.2.1, however, shall not relieve the Contractor of any of the obligations set forth in Sections 3.2 and 3.7. § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents 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 the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract. Any court having proper jurisdiction over the subject matter and the parties that is called on to interpret or adjudicate the Contract Documents may, upon determining a provision or provisions invalid, illegal, or unenforceable, adjudicate and order the revision of the offending provision(s) in accordance with this Section 1.2.1.1. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. Instructions and other information furnished in the Specifications including, without limitation, items in connection with prefabricated or pre-finished items, are not intended to supersede work agreements between employers and employees. Should the Specifications conflict with such work agreements, the work agreements shall be followed, provided such items are provided and finished as specified. If necessary, such Work shall be performed on the Project site, instead of at the shop, by appropriate labor and in accordance with the requirements of the Drawings and Specifications. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. .1 Whenever a product is specified in accordance with a Federal Specification, and ASTM Standard, an American National Standards Institute Specification, or other Association Standard, the Contractor shall present an affidavit from the manufacturer when requested by the Architect or required in the Specifications, certifying the product adheres to and is in compliance with the Project Specifications. When requested by the Architect or specified, support test data shall be submitted to substantiate compliance. .2 Whenever a product is specified or shown by describing proprietary items, model numbers, catalog numbers, manufacturer, trade names, or similar reference, no substitutions may be made unless accepted prior to execution of the Contract or if accepted as a Change in the Work in accordance with Section 3.4.4. Where two or more products are shown or specified, the Contractor has the option to use either of those shown or specified. § 1.2.4 In cases of discrepancy concerning dimensions, quantities, and locations, the Drawings shall take precedence over the Specifications. Explanatory notes on the Drawings shall take precedence over conflicting drawing indications; large-scale details shall take precedence over scaled measurements. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. Page 321 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 12 § 1.4 Interpretation §1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. §1.4.2 If Drawings and Specifications are not in concurrence regarding quantities or quality, Contractor shall request interpretation from Architect. §1.4.3 Drawings are generally to scale; however, they should not be scaled to determine dimensions. Symbols are used to indicate connections, fittings, and fastenings included as part of the Work. Diagrammatic indications of piping, ducts, conduit, and other similar items are subject to adjustment to obtain required grading, passage over, under or around obstructions to avoid exposure in finished areas, or unsightly, obstructing conditions. The Contractor shall be responsible for recommending alternate solutions whenever design details affect construction feasibility, costs, or schedules. §1.4.4 All indications or notations that apply to one of a number of similar situations, materials, or processes shall be deemed to apply to all such situations, materials, or processes, wherever they appear in the Work, except where a contrary result is clearly indicated by the Contract Documents. §1.4.5 All manufactured articles, materials, and equipment shall be incorporated into the Work in accordance with the manufacturer’s written or printed directions and instructions unless otherwise indicated in the Contract Documents. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Owner shall be deemed the owner of the Architect’s and the Architect’s consultants’ Instruments of Service, including the Drawings and Specifications, and shall have an irrevocable, perpetual license to use such Instruments of Service for any purpose related to the Project, while copyrights remain with the Architect and/or the Architect’s consultants. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect’s consultants. § 1.6 Transmission of Data in Digital Form If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall establish written protocols governing such transmissions prior to any digital transmission, unless such protocols are already provided in the Agreement or the Contract Documents. The Owner shall have the right to specify reasonable security and format requirements for such transmissions. § 1.6.1 Where the Contract 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 if a method for electronic transmission is set forth in the Agreement. (Paragraphs deleted) § 1.7 Confidentiality § 1.7.1 The Contractor warrants and represents that the Contractor shall not knowingly, negligently, or recklessly communicate or disclose at any time to any person or entity any information in connection with the Work or the Project, except (i) with the prior written consent of the Owner, (ii) information that was in the public domain prior to the date of this Agreement, (iii) information that becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission of the Contractor, or (iv) as may be required to perform the Work or by any applicable law, including the Record set of the Drawings, Specifications, and other documents which the Contractor is permitted to retain under Section 1.5 above. Specific information shall not be deemed to fall within the scope of the Page 322 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 13 foregoing exceptions merely because it is embraced by more generic information that falls within the scope of one or more of those exceptions. The Contractor shall not disclose to others that specific information was received from the Owner even though it falls within the scope of one or more of those exceptions. The Contractor acknowledges and agrees that the existence of the Owner’s particular interests and plans in the geographical area of the Project is a type of such specific information. In the event that the Contractor is required by any court of competent jurisdiction or legally constituted authority to disclose any Owner Information, prior to any disclosure thereof, the Contractor shall notify the Owner and shall give the Owner the opportunity to challenge any such disclosure order or to seek protection for those portions that it regards as confidential. § 1.7.2 The Contractor, at any time upon the request of the Owner, shall immediately return and surrender to the Owner all copies of any materials, records, notices, memoranda, recordings, drawings, specifications, mock-ups, and any other documents furnished by the Owner or the Architect to the Contractor. § 1.7.3 The Contractor shall cause all Subcontractors or any other person or entity performing any services, or furnishing any materials or equipment, for the Work to warrant and represent all items set forth in this Section 1.7. § 1.7.4 The representations and warranties contained in this Section 1.7 shall survive the complete performance of the Work or earlier termination of this Agreement. § 1.7.5 Any and all inventions and discoveries, whether or not patentable, conceived or made by the Contractor as a result of the Contractor’s discussions with the Owner or performance of the Work which are based substantially on the Owner’s proprietary information, shall be and shall become the sole and exclusive property of the Owner. The Contractor agrees to disclose fully and promptly to the Owner all such inventions and discoveries. Upon request by the Owner, the Contractor agrees to assign such inventions and discoveries to the Owner or cause them to be so assigned by its personnel. Further, the Contractor shall execute, or cause to be executed by its personnel, all applications, assignments, or other instruments which the Owner may deem reasonably necessary in order to enable the Owner at its expense, to apply for, prosecute, and obtain patents in any country for said inventions and discoveries, or in order to assign and transfer to the Owner the entire right, title, and interest thereto. § 1.8 Building Information Models Use and Reliance Except as set forth in Section 3.1.3.1 of the Agreement, any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic’s lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner’s interest therein. § 2.2 Evidence of the Owner’s Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, and subject to applicable public records laws and regulations, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. Thereafter, the Contractor may only request such evidence if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner’s ability to make payment when due. The Owner shall furnish such evidence Page 323 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 14 as a condition precedent to the commencement or continuation of the Work, or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. (Paragraphs deleted) § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, and except where otherwise specifically indicated in the Contract Documents, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Contractor’s performance of the Work with reasonable promptness after receiving the Contractor’s written request for such information or services. § 2.3.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. (Paragraph deleted) § 2.4 Owner’s Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated and without penalty or incurring additional costs; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven-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. Such action by the Owner and amounts charged to the Contractor may result in the Architect, pursuant to Section 9.5.1, withholding or nullifying 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, including Owner’s expenses and compensation for the Architect’s additional services made necessary by such default, neglect, or failure. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. § 2.6 Extent of Owner Rights § 2.6.1 The rights stated in this Contract are cumulative and do not limit any rights of the Owner granted in the Contract Documents, at law, or in equity. § 2.6.2 In no event shall the Owner have control over, charge of, or any responsibility for construction means, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work, notwithstanding any of the rights and authority granted the Owner in the Contract Documents. Page 324 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 15 ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such, or as the Construction Manager, in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor’s authorized representative. When this AIA Document A201–2017 is used in conjunction with A133–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, the term "Contractor" shall also mean the Construction Manager, and may be used interchangeably herein. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. All proposed changes must be submitted to the Owner and the Architect for review and approval. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.1.4 Direct communication between the Owner and the Contractor that affect the performance or administration of the Contract shall be made or confirmed in writing with copies forwarded to the Architect. For the purposes of this section, direct written communication shall include, without limitation, communication by hand delivery, regular mail, fax, or email. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has thoroughly and carefully inspected the Contract Documents, the site, and (if any) existing, adjacent, or nearby building(s), become familiar with local conditions (including, without limitation, generally prevailing climatic conditions, anticipated labor supply and costs, availability and cost of materials, tools, and equipment, and similar issues) under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. The Contractor specifically acknowledges and agrees that it has reviewed the visible site and conditions at the site and the Contract Sum has been based on such information. The Owner assumes no responsibility or liability for the physical condition or safety of the Project site, and Contractor shall defend, indemnify and hold harmless the Owner from any claims arising from site conditions, or any improvements located on the Project site. Except as set forth in Section 10.3, the Contractor shall be solely responsible for providing a safe place for the performance of the Work. The Owner shall not be required to make any adjustment in either the Contract Sum or the Contract Time in connection with any failure by the Contractor or any Subcontractor to have complied with the requirements of this Section 3.2.1. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the design information contained in the Contract Documents; however, the Contractor shall promptly report to the Architect and the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. .1 The exactness of grades, elevations, dimensions, existing utilities, or locations given on any Drawings issued by the Architect, or work installed by other contractors, is not guaranteed by the Architect, or the Owner. .2 The Contractor shall, therefore, satisfy itself as to the accuracy of all grades, elevations, dimensions, existing utilities, and locations. In all cases of interconnections of the Work with existing or other work, the Contractor shall verify at the site all dimensions relating to such existing or other work. Any errors due to the Contractor’s failure to so verify all such grades, elevations, dimensions, or locations shall be promptly rectified by the Contractor without any additional cost to the Owner. If upon verification by the Contractor the conditions vary from the information provided by the Architect or the Owner all costs associated with any modifications may be additional costs to the Owner. Page 325 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 16 § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report, in writing, to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Owner or the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor’s notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.2.5 Before ordering any Products, the Contractor shall verify all measurements at the site and shall be responsible for the correctness of same. The Architect and the Owner shall not be responsible for the scaling of the Drawings. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall not proceed with that portion of the Work without further written instructions from the Architect. The Contractor shall have a supervisor on-site at all times that Work is being performed, whether by the Contractor’s own personnel or by any of its Subcontractors. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.3.4 The Contractor shall prepare weekly construction activity reports stating the work performed each day. Copies of these reports shall be provided weekly to the Architect and Owner. The Contractor must also organize and facilitate a weekly safety meeting for which documentation shall be forwarded to the Owner. § 3.3.5 The Contractor shall bear the cost of repairing any water, gas or sewer line, or any telephone, telegraph, data, communications, electric, or other wire or cable broken, damaged, or cut by the Contractor, Subcontractor, or any of their respective workmen that Contractor, any Subcontractor, or any of their respective workmen. § 3.3.6 Lot lines and permanent benchmarks have been established as indicated on Drawings. Contractor shall be responsible for the layout of the Project according to Drawings with respect to location on the property and elevation in relation to grade. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor 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 Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the Page 326 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 17 consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. If the Contractor desires to submit an alternate product or method in lieu of what has been specified or shown in the Contract Documents, the following provisions shall apply: .1 The Contractor must submit to the Architect and the Owner (i) a full explanation of the proposed substitution and submittal of all supporting data, including technical information, catalog cuts, warranties, test results, installation instructions, operating procedures, and other like information necessary for a complete evaluation of the substitution; (ii) a written explanation of the reasons the substitution is advantageous and necessary, including the benefits to the Owner and the Work in the event the substitution is acceptable; (iii) the adjustment, if any, in the Contract Sum, in the event the substitution is acceptable; (iv) the adjustment, if any, in the time of completion of the Contract and the construction schedule in the event the substitution is acceptable; and (v) an affidavit stating that (a) the proposed substitution conforms to and meets all the requirements of the pertinent Specifications and the requirements shown on the Drawings, and (b) the Contractor accepts the warranty and correction obligations in connections with the proposed substitution as if originally specified by the Architect. Proposals for substitutions shall be submitted in triplicate to the Architect in sufficient time to allow the Architect no less than ten (10) working days for review. No substitutions will be considered or allowed without the Contractor’s submittal of complete substantiating data and information as stated hereinbefore. .2 Substitutions and alternates may be rejected without explanation and will be considered only under one or more of the following conditions: (i) the proposal is required for compliance with interpretation of code requirements or insurance regulations then existing; (ii)specified products are unavailable through no fault of the Contractor; (iii) subsequent information discloses the inability of specified products to perform properly or to fit in the designated space; (iv) the manufacturer/fabricator refuses to certify or guarantee the performance of the specified product as required; and (v) when in the judgment of the Owner or Architect, a substitution would be substantially in the Owner’s best interest, in terms of cost, time or other considerations. .3 Whether or not any proposed substitution is accepted by the Owner or the Architect, the Contractor shall reimburse the Owner for any fees charged by the Architect or other consultants for evaluating each proposed solution. This shall only apply if it doesn’t meet the conditions for 3.4.2.2.. The architect fees will be reimbursed within the GMP cost of work. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.4.4 The Contractor shall only employ or use labor in connection with the Work capable of working harmoniously with all trades, crafts, and any other individuals associated with the Project. The Contractor shall also use best efforts to minimize the likelihood of any strike, work stoppage, or other labor disturbance. .1 If the Work is to be performed by trade unions, the Contractor shall make all necessary arrangements to reconcile, without delay, damage, or cost to the Owner and without recourse to the Architect or the Owner, any conflict between the Contract Documents and any agreements or regulations of any kind at any time in force among members or councils that regulate or distinguish the activities that shall not be included in the work of any particular trade. .2 In case the progress of the Work is affected by any undue delay in furnishing or installing any items or materials or equipment required under the Contract Documents because of such conflict involving any such labor agreement or regulations, the Owner may require that other material or equipment of equal kind and quality be provided pursuant to a Change Order or Construction Change Directive. § 3.4.5 The Contractor shall honor any applicable laws regarding employee minimum wages or minimum ages. § 3.4.6 Any materials stored off-site with cost included in requests for payment must be insured at 100 percent of value. § 3.4.7 After the Contract has been executed, the Owner and the Architect will consider a formal request for the substitution of products in place of those specified only under the conditions set forth in the Specifications. A request for substitution shall be evaluated by the Owner, Architect and Contractor, and the substitution shall be recommended if beneficial to the Project and accepted only if approved in writing by Owner. Page 327 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 18 § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance (except where such maintenance was performed by Contractor), improper operation, or normal wear and tear and normal usage. The Contractor bears the burden of proving any warranty exclusion applies. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 Unless differing time periods are set forth otherwise in the Specifications more burdensome to Contractor, the Contractor shall furnish a written warranty covering the Work constructed or installed hereunder for the repair or replacement of any defective material or faulty workmanship, without cost to the Owner, from the date of acceptance by the Owner and the Architect for the time periods and in the areas of the Work as indicated below. Acceptance will be considered the date of Substantial Completion. .1 General Work: One (1) year. .2 Special Warranties: as described in various specification sections and are available from the manufacture / supplier. .3 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner and in the name of subsidiaries of the Owner listed in the Contract Documents as additional insured, third-party beneficiaries, or as owners of the real property and improvements that are the subject of the Agreement and Work, or shall be transferable to the Owner or the aforementioned subsidiaries, and shall commence in accordance with Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 The Contractor shall secure, pay for, and, within 5 business days of receipt, furnish the Owner with copies or certificates of all permits and fees, licenses, and inspections necessary for the proper execution and completion of the Work, including any building permits, right-of-way permits, and any other permit necessary to commence construction. All connection charges, assessments, or inspection fees as may be imposed by any municipal agency or utility company are included in the Contract Sum and shall be the Contractor’s responsibility unless identified in Contractor’s Qualifications and Assumptions in the GMP Amendment to be the responsibility of others. § 3.7.2 The Contractor 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 Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract 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 Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend to the Owner whether an equitable adjustment should be made in the Contract Sum or Contract Time, or both. Any such adjustment shall require Owner’s written approval. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner Page 328 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 19 and Contractor, stating the reasons. If either party disputes the Architect’s determination or recommendation, that party may submit a Claim as provided in Article 15. § 3.7.4.1 The Contractor warrants to Owner that it has carefully examined the surface of the site and has made sufficient review of provided geotechnical report(s) and surveys, if applicable. The Contractor further acknowledges that all Contract Documents have been read and carefully considered by the Contractor, who understands them. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor 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 Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, and other expenses contemplated for stated allowance amounts shall be included in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum 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 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2, and shall be accompanied by a detailed breakdown of labor, materials, subcontractor costs, and profits in the same manner as required for a Change Order, including such other information that the Owner may request to allow the Owner to verify the reasonableness of the costs to be expended. .4 All items identified as an allowance in any proposed quotation, proposal, estimate, GMP Proposal, or other similar document submitted by the Contractor to the Owner ("Contractor Notice of Allowance") represent a budget established to pay for Work with an undefined or insufficiently defined scope. The Contractor acknowledges and agrees that the allowances are not only an estimated amount that is representative of the Contractor’s understanding of the Work to be performed, but the Contractor also covenants to use commercially reasonable efforts to complete the Work representing the allowance without exceeding the amount of the allowance. .5 when any item is to be identified as an allowance by the Contractor in a Contractor Notice of Allowance, the Contractor agrees to include within that Contractor Notice of Allowance: .a a detailed narrative description of why an allowance is required, including identification of where and what further scope definition and clarification is needed; .b an explanation with specific identification of what efforts have been made or will be made by the Contractor to resolve any incomplete pricing or scope information needed with the Architect, through and with coordination by the Contractor with the Owner, or, if applicable, with the governmental authority or public entity having jurisdiction; and .c the identification of a specific number of calendar days, not to exceed one hundred fifty (150) unless approved by the Owner in writing in advance, approval of which will not be unreasonably withheld, after the date of submission of the Contractor Notice of Allowance that the allowance will be removed and will be converted and priced as a Cost of Work item and copy of same submitted to the Owner. .6 Contractor agrees that not less than sixty (60) days after the commencement date of the Work of the Project, and during each thirty (30) day period thereafter until each allowance is converted and priced as a Cost of the Work, and approved by the Owner, the Contractor shall compile, prepare, and furnish to the Owner a comprehensive written status report updating each Contractor Notice of Allowance, which shall include the most current information for each allowance either not yet priced as a Cost of Work item or identified as an allowance in the General Requirements, as set forth in Section 3.8.2.5 above. Page 329 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 20 § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 Unless otherwise agreed in writing, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 30 days of receipt of the information, the Architect or the Owner may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2) requires additional time for review. Failure of the Architect or the Owner to provide notice within the 30-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner’s consent, which shall not unreasonably be withheld or delayed. § 3.10 Contractor’s Construction and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, if and when the GMP proposal submitted by the Contractor is approved by the Owner, but not later than the time the GMP Amendment approved by the Owner is executed and is annexed to the Contract Documents where applicable, shall submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work. In addition to the requirements herein, the schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. The schedule shall be related to the entire Project, to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Architect’s approval. The Architect’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor’s construction schedule, and (2) allow the Architect reasonable time, ten (10) days to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.10.4 The construction schedules shall be in a detailed precedence-style critical path management (CPM) format satisfactory to the Owner, and as described in this Section 3.10, that shall set forth dates that are critical in ensuring the timely and orderly completion of the Work in accordance with the requirements of the Contract Documents. All construction schedules must be compatible with Primavera project planner software, version 6.0 or later, or as otherwise directed in writing by the Owner. It is the Contractor’s responsibility to ascertain the software compatibility with the Owner. The Contractor understands and agrees that upon request by the Owner, the Contractor shall promptly, in not less than five (5) days, disclose and produce to the Owner all electronic data files in native format created by the Contractor using scheduling software for the Project so the Owner may evaluate the overall schedule, including, but not limited to evaluating any Contractor’s as-planned versus as-built schedule, evaluating any impacts or delays to the Project, and for other related uses as determined by the Owner. The Contractor will monitor the progress of the Work for conformance with the requirements of the construction schedule and will promptly advise the Owner of any delays or potential delays. The construction schedule will be updated as set forth in Section 3.10 or upon the request of the Owner or the Architect in progress reports. If a progress report indicates any delays, the Contractor will be required to propose and submit a recovery schedule to correct the delay within 5 business days, at no additional cost to the Owner. The recovery schedule must include specific actions and timeline commitments to bring the project back on schedule. No progress report will constitute an adjustment in the Contract Time or Contract Sum unless the adjustment is agreed to by the Owner and is authorized pursuant to a Change Order. It is expressly agreed that the Page 330 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 21 "float" contained in the Project schedule shall be managed, and all decisions regarding its usage shall be made solely by the Contractor. Such decisions shall be made based on what is best for the overall Project, and to the mutual benefit of all parties, including the Owner, Architect, Subcontractors, and Contractor. The float in the schedule does not belong to the Contractor’s Subcontractors. It is expressly agreed that subcontractors shall have no right to make claims for time extensions or additional general conditions costs for changes in interim dates and sequences that do not extend the final completion date referenced in the subcontract. In recognition of the scope and complexity of the Project, it is to be reasonably anticipated that actual dates and sequences for construction may vary slightly from the planned schedule. No claims for such immaterial changes will be considered. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor 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 Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved, reviewed, or approved as noted by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect’s approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect in writing of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect’s approval thereof. Page 331 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 22 § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect’s approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional’s written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor’s design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site § 3.13.1 The Contractor 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 Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.13.2 Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Project site by the Contractor. After equipment is no longer required for the Work, it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather, theft damage, and all other adversity is solely the responsibility of the Contractor. The Contractor shall ensure that, at all times, the Work is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas. The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areas adjacent to the site of the Work shall be free from all debris, building materials, and equipment likely to cause hazardous conditions. § 3.13.3 The Contractor and any entity for whom the Contractor is responsible shall not erect any sign on the Project site without the prior written consent of the Owner, which may be withheld in the sole discretion of the Owner. § 3.13.4 Without limitation of any other provision of the Contract Documents, the Contractor shall use best efforts to minimize any interference with the occupancy or beneficial use of (i) any areas and buildings adjacent to the site of the Work and (ii) the building in the event of partial occupancy, as more specifically described in Paragraph 9.9. Without prior approval of the Owner, the Contractor shall not permit any workers to use any existing facilities at the Project site, including, without limitation, lavatories, toilets, entrances, and parking areas other than those designated by the Owner. § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. Page 332 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 23 § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor 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 Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect 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 Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, 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 Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts. § 3.18.3 The Contractor’s indemnity obligations under Section 3.18 and its subsections will also include all fines, penalties, damages, liability, costs, expenses (including reasonable attorneys’ fees) and any punitive damages arising out of or in connection with any violation of or failure to comply with any law, statute, ordinance, rule, regulation, code or requirement of a public authority that bears upon the performance of the Work by the Contractor, Subcontractor, or any person or entity for whom either is responsible, means, methods, procedures, techniques, or sequences of execution or performance of the Work, and failure to secure and pay for permits, fees, approvals, licenses, and inspections as required under the Contract Documents, or any violation of any permit or other approval of a public authority applicable to the Work, by the Contractor, a Subcontractor, or any person or entity for whom either is responsible. § 3.18.4 The Contractor will indemnify and hold harmless all the Indemnitees from and against any costs and Page 333 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 24 expenses, including reasonable attorneys’ fees, incurred by any of the Indemnitees in enforcing the Contractor’s defense, indemnity, and hold harmless obligations under this Contract. § 3.18.5 Neither final payment by the Owner nor acceptance of the Project shall constitute a waiver of the foregoing indemnities and, notwithstanding any provision herein to the contrary, the foregoing indemnities shall survive the termination of the Agreement for any reason whatsoever. § 3.18.6 To the fullest extent permitted by law, there is no limit on indemnification to the extent that the claim, damage, loss, or expense: 1) is caused by the negligent or intentional acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, and; 2) is not caused in whole or in part by a party indemnified hereunder. If Section 725.06, Florida Statutes is deemed to require a monetary limit for any claim, damage, loss, or expense caused in part by a party indemnified hereunder, then the per occurrence monetary limit on Contractor’s duty to indemnify the Owner under this Section 3.18 shall be an amount equal to the per occurrence limit of Contractor’s CGL coverage, regardless of whether or not coverage is available, and the Contractor and the Owner expressly agree that this monetary limit bears a reasonable commercial relationship to this Agreement. The Contractor agrees that this monetary limit on the extent of indemnification shall be considered as part of the specifications for the Project. However, the Contractor shall not be required to indemnify the Owner for that proportion of such loss, cost, expense, or damage ultimately adjudicated as having arisen from the negligent or intentional acts or omissions of the Owner, its employees, officers, or directors in connection with the Agreement or Project. § 3.18.7 The duty to defend under this Section is separate and independent from the duty to indemnify, and the duty to defend the Owner exists regardless of any ultimate liability of the Contractor or any Indemnitee. The duty to defend arises immediately upon presentation of a claim by any party that, under its broadest interpretation, alleges that a claim, damage, loss, or expense was caused in whole or in part by a negligent or intentional act or omission of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, and written notice of such claim being provided to the Contractor. The Contractor’s obligations to indemnify or defend under this Section will survive the expiration or earlier termination of this Agreement unless and until it is determined by a final judgment that an action against the Indemnified Party or Parties for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. § 3.18.8 If any word, clause, or provision of this Section is determined not to comply with Section 725.06, Florida Statutes, including any amendments thereto, said word, clause, or provision shall be stricken and the remaining words, clauses, and provisions shall remain in full force and effect. It is the intent of the parties that this Section fully complies with Section 725.06, Florida Statutes, including any amendments thereto, in all respects. § 3.18.9 The Contractor shall indemnify, defend, and hold harmless the Owner from and against all claims or rights of lien or encumbrance upon or against the Owner’s property, the Work, the Project, or any payments for which the Owner may be obligated to pay under this Agreement as a result of the Contractor’s or Subcontractor’s furnishing of the Work, including without limitation, labor, supplies, materials, or equipment to the Project unless such liens are the result of the Owner’s failure to remit payments properly due under the Agreement. Nothing herein shall limit the Contractor’s obligations under Section 9.3.3.1. § 3.18.10 Indemnification hereunder is in addition to and not in lieu of any common law indemnification to which the Indemnitee is entitled. § 3.18.11 The Contractor’s obligations pursuant to this Section 3.18 shall survive completion of the Work and/or termination of the Agreement. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. Any reference in the Contract Documents to the Architect’s taking action or rendering a decision within a "reasonable time" is understood to mean no more than ten (10) working days, unless otherwise agreed to in writing by the Owner. Page 334 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 25 § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 4.1.3 If the employment of the Architect is terminated, the Owner shall employ a successor architect to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall then be that of the Architect. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. In no event shall the Architect have authority to order or approve changes in the Work involving adjustments to the Contract Sum or Contract Time without the prior written approval of the Owner. Any such changes made without the Owner’s prior written approval shall be void and non-binding on the Owner. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will 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, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents, but shall immediately report in writing to Owner any known or suspected failures, defects, or deviations from the Contract Documents. The Architect will not have control over or charge of, and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect’s services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect’s consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. Nothing herein shall otherwise preclude the Owner from communicating directly with subcontractors or suppliers for any purpose related to the Project, including but not limited to confirming payments, verifying work quality, or discussing scheduling, provided that the Owner shall contemporaneously notify the Contractor of any such communications. The Contract Documents may specify other communication protocols. The Owner Representative and Architect will use the Contractor’s Online Project Management Software, "Procore" for administration of the project. § 4.2.5 Based on the Architect’s evaluations of the Contractor’s Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect 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 Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. Page 335 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 26 § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect’s action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect’s professional judgment to permit adequate review within fourteen (14) calendar days of submission . 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 Contractor as required by the Contract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect’s review shall not constitute approval of safety precautions or, unless specifically stated by the Architect, of any construction means, methods, techniques, sequences, or procedures. The Architect’s approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner’s review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect’s responsibilities at the site. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions rendered in good faith. The liability of the Architect to the Owner shall be governed by the separate professional services agreement between Architect and Owner, but in no event shall such agreement limit the Architect’s obligations to the Owner under this Agreement. The Contractor agrees that the Contractor is not a third-party beneficiary to the professional services agreement between the Architect and the Owner. The Contractor agrees that the Architect is not an employee of the Owner and understands that the Architect represents the Owner in the Architect’s capacity. § 4.2.13 The Architect’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor, as defined in Section 6.1.1, performing under a separate contract or agreement with the Owner for scopes not involved in the Project. Page 336 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 27 § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract and before awarding Subcontracts, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. The notification shall include a complete description of the scope of work such person or entity has bid to perform. Within 14 (fourteen calendar) days of receipt of the information, the Owner or Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. The Owner may object to any proposed subcontractor for any reason in its sole discretion. Failure of the Architect or Owner to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor’s Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.2.5 Provided the Contractor has fully complied with the requirements of this Section 5.2 and other related provisions of this Agreement, the Contractor shall provide to the Architect and Owner through electronic data storage via "cloud storage" at such location of which the Contractor will notify the Owner in writing, or through the Owner’s specified system, if applicable, a list of all subcontracts awarded, a copy of the executed subcontract agreement, and a summary for each subcontract agreement for each person or entity which the Contractor awarded a portion of Contractor’s Scope of Work, the dollar amount of the subcontract, and a summary and explanation of any variance between that amount and the dollar amount set forth in the applicable GMP Amendment and prior Schedule of Values for the same Scope of Work. § 5.3 Subcontractual Relations § 5.3.1 By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor’s Work that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. Copies of all subcontracts shall be made available to the Owner, the Architect, or any party performing an audit under the Contract Documents as requested. Page 337 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 28 § 5.3.2 All subcontracts shall be in writing and shall specifically provide that the Owner is an intended third-party beneficiary of such subcontract. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. § 5.4.2 Each subcontract will specifically provide that Owner is only responsible to Subcontractor for those obligations of the Contractor that accrue after the Owner’s exercise of any rights under the assignment provided. However, upon such assignment, the Owner will only be liable for any unpaid subcontract balance due a Subcontractor by the Contractor to the extent the Owner has not paid the Contractor for such Work performed and such Work has been properly completed in accordance with the Contract Documents. § 5.4.3 Upon such assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor’s obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner’s Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract. § 6.1.2 When separate contracts are awarded for installation of Owner furnished equipment or different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner’s own forces as described herein or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.1.5 Notwithstanding anything contained herein to the contrary, Owner has the right to perform construction related to the Project with Owner’s own forces as long as the construction by Owner does not affect the critical path of the Project. § 6.1.6 The Contractor accepts assignment of, and liability for, all purchase orders and other agreements for procurement of materials and equipment that are identified as part of the Contract Documents. The Contractor shall be responsible for such pre-purchased items, if any, as if the Contractor were the original purchaser. The Contract Sum includes, without limitation, all costs and expenses in connection with delivery, storage, insurance, installation, and testing of items covered in any assigned purchase orders or agreements. The Contractor’s acceptance of an assignment of a contract is contingent upon Contractor’s review and acceptance of the assignees qualifications and the assignee executing Contractor’s standard form of agreement. All warranty and correction of the Work obligations Page 338 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 29 under the Contract Documents shall also apply to any pre-purchased items, unless the Contract Documents specifically provide otherwise. § 6.2 Mutual Responsibility § 6.2.1 The Contractor 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 Contractor’s construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor’s Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect and 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 Contractor’s Work. Failure of the Contractor to notify the Architect and Owner of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner’s or Separate Contractor’s completed or partially completed construction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor’s delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor’s delays, improperly timed activities, damage to the Work or defective construction, provided that the Contractor properly submits a Claim on account of same. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner’s Right to Clean Up If a dispute arises among the Contractor, 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 the Architect will allocate the cost among those responsible. § 6.4 Assignments of Contracts § 6.4.1 Owner reserves the right to assign to Contractor contracts separately negotiated with other Contractors performing Work on this Project and its appurtenances. Cost for such assignments shall be added to Contract Sum by a Change Order. Owner will pay Contractor a fee for handling, coordination, and administration of the Work provided in assigned contracts in accordance with Article 7. Changes in the Work and associated modifications. The Contractor’s acceptance of an assignment of a contract is contingent upon Contractor’s review and acceptance of the assignees qualifications and the assignee executing Contractor’s standard form of agreement. § 6.4.2 Contractor agrees to accept assignments of contracts provided in Section 6.4.1 above and to administer and coordinate the Work there under in same manner as if Contractor was original contracting party, but Contractor will not be required to accept assignment of contracts from parties for whom Contractor makes a reasonable objection. § 6.4.3 Contractor agrees prior to commencement of Work under assigned contracts to modify the private or public Payment and Performance Bond, as applicable, under Contractor’s original Contract to conform to adjusted Contract amount, including administration fee, as shown on said Change Order, covering modification provided for therein. § 6.4.4 Contractor further agrees to obtain modifications to insurance policies required in Contractor’s original Contract to specifically include the Work provided for in said assigned contracts. § 6.4.5 Certification of modification to bonds and insurance policies acceptable to Owner shall be submitted to Owner through Architect prior to commencing Work under assigned contracts. Page 339 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 30 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, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor, and Architect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. Except as permitted in Section 7.3 and Section 9.7.2, a change in the Contract Sum or the Contract Time shall be accomplished only by Change Order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim that Owner has been unjustly enriched by an alteration of or addition to the Work, whether or not there is, in fact, any unjust enrichment to the Work or Owner, shall be the basis of any claim to an increase in any amounts due under the Contract Documents or a change in any time period provided for in the Contract Documents. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect, and having no legal effect until so signed, stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.2 An agreement on any Change Order will be considered a final settlement as to all Contractor Claims of any kind or character relating directly or indirectly to the change in the Work that is the subject of the Change Order. § 7.2.3 Contractor and Owner agree to use the Change Order form, AIA Document G701–2017. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the 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 Contract 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; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect 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 in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: Page 340 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 31 .1 Costs of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and workers’ compensation insurance; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor’s agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. The Architect’s interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect, after consulting with the Owner, may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect’s order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and Owner and shall not proceed to implement the change in the Work until such matters are resolved with the Architect and Owner, including any agreed alteration to a Change Order or Change Directive. If the Contractor performs the Work set forth in the Architect’s order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. Page 341 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 32 § 8.1.3 The actual date of Substantial Completion of the Project is the date certified by the Architect in accordance with Section 9.8 or agreed to in writing between Owner and Contractor. § 8.1.4 Except where specifically indicated as "working day" in Contract Documents, the term "day" shall mean "calendar day". § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement or any modifications or amendments thereto, the Contractor warrants that the Contractor has accounted for and anticipated foreseeable delays and that the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by the act or neglect of the Owner, or of an employee of the Owner, or by a separate contractor or design professional employed under contract with the Owner; or by changes ordered in the Work by Owner; or by labor disputes, fire, unavoidable casualties, worldwide pandemic identified by the WHO and CDC (together with the additional requirement that such worldwide pandemic was, in fact, the cause of prevention of performance by Contractor that directly resulted in such delay), the results of which could not reasonably be avoided or mitigated, or other similar causes not reasonably foreseeable and beyond the Contractor’s control despite the exercise of due care, or by other causes that the Owner determines in its reasonable discretion may justify delay, then, subject to Section 8.3.3 and other provisions of this Article 8 and this Agreement, the Contract Time shall be extended by Change Order provided such delay will prevent the Contractor from achieving Substantial Completion and/or Final Completion of the Project within the Contract Time. The Contractor further acknowledges and agrees that adjustments in the Contract Time will be permitted for a delay only to the extent such delay (i) is not caused, or could not have been reasonably anticipated, by the Contractor, or if reasonably anticipated, could not have been mitigated by the Contractor using reasonable commercial efforts, and, (ii) could not be limited or avoided by the Contractor’s timely notice to the Owner of the delay or reasonable likelihood that a delay will occur, and (iii) is of a duration not less than one (1) day. The Owner shall not unreasonably withhold approval of a Change Order requesting additional time due to delay when (a) the delay was reasonably unforeseeable at the time of the execution of the Contract, (b) the delay was not caused by the Contractor or its subcontractors or suppliers, and (c) the delay affected the Project’s critical path. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 Contractor’s only remedy for (i) delay in commencement, prosecution, or completion of the Work, provided such delay will prevent the Contractor from achieving Substantial Completion and/or Final Completion of the Project within the Contract Time; (ii) hindrance or obstruction in the performance of the Work; (iii) loss of productivity; or (iv) other similar claims (collectively referred to as "Delays" or "Delay") shall be a time extension, unless caused by the will misconduct or gross negligence of the Owner or anyone under Owner’s direct control, which in such event may constitute a compensable delay for which Contractor, subject to Contractor submitting a timely written fully documented Claim to Owner, may be entitled to receive the following compensation as its sole remedy. .1 Either extended General Conditions of Contractor for the Owner approved extension of Contract Time (a commensurate per diem increase in its General Conditions, based upon the dollar amount of the original GMP for General Conditions approved by Owner) or the Owner approved Stipulated General Conditions, if a prior audit was performed and approved by Owner divided by the original number of days of Contract Time (as may have been adjusted by Change Order) and reasonable fully documented out of pocket costs and expenses of the General Conditions of Contractor’s affected subcontractors or suppliers which were directly impacted by all or a portion of the Delay. .2 A per diem increase in General Requirements of Contractor (time related only) based upon the dollar amount of the original General Requirements approved by Owner (time related only), divided by the Page 342 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 33 original number of days of Contract Time (as may have been adjusted by Change Order) and the reasonable fully documented out of pocket costs and expenses of the General Requirements of Contractor’s affected subcontractors or suppliers which were directly impacted by all or a portion of the Delay. .3 Contractor shall include within documentation furnished by the Contractor to Owner an "as-planned" construction schedule and an "as-built" construction schedule and all schedule updates, together with a comprehensive schedule analysis demonstrating that the effect of the Delay extended the date of Substantial Completion of the Project and, such additional information and documentation as Owner may reasonably request. .4 Notwithstanding anything to the contrary herein, a delay shall not be compensable for any period where there was a concurrent critical path delay caused by the concurrent actions or omissions of Contractor and Owner, including anyone directly or indirectly under their control. For the avoidance of doubt, Contractor shall be entitled to an equitable adjustment in the Contract Time, but not Contract Sum, for concurrent delay. .5 Contractor shall not be entitled to compensation for any Force Majeure Events, except as set forth in Section 3.2.4 of this Agreement. Other than extended General Conditions and General Requirements (time related only), as described in the preceding sections, neither Contractor, nor any subcontractor or material supplier of Contractor at any tier, shall be entitled to any compensation or recovery of any damages in connection with any Delays, including, without limitation, consequential damages, loss of opportunity costs, impact damages, loss of productivity, home office overhead, or other similar remuneration or for additional non-time related General Requirements. The Owner’s exercise of any of its rights or remedies under the Contract Documents (including, without limitation, ordering changes in the Work, or directing suspension, rescheduling, or correction of the Work), regardless of the extent or frequency of the Owner’s exercise of such rights or remedies, shall not be construed as hindering the Contractor’s performance of the Work to the extent that the exercise of such rights does not impact the critical path. § 8.3.4 If the Contractor submits a schedule or progress report indicating, or otherwise expresses an intention to achieve, completion of the Work prior to the contractually required Substantial Completion date, Contractor shall provide separate written notice to Owner advising Owner of same at least ninety (90) days prior to the earlier proposed Substantial Completion date, otherwise no liability of the Owner to the Contractor for any failure of the Contractor to so complete the Work shall be created or implied. § 8.3.5 The Owner may, at its sole discretion and for any reason, direct the Contractor to accelerate the schedule of performance of Work by providing overtime, extra shifts, Saturday, Sunday and/or holiday work and /or by having all or any subcontractors or sub-subcontractors designated by the Owner provide overtime, extra shifts, or additional crews to meet any of the schedule milestones. Any acceleration program by the Contractor shall only include the critical path and/or near critical path Work. To the extent such acceleration is required due to Contractor’s negligence or failure to timely or properly progress the Work in order to meet the schedule, or failure to obtain an extension of the Substantial Completion date as required herein, Contractor shall not be compensated for costs associated with a said direction to accelerate, but will be compensated proportionately to the extent of and if such acceleration is due to other causes outside the control of the Contractor and its subcontractors and suppliers as provided in this Agreement. § 8.3.6 Delays and/or price escalations due to delays caused by tardy or non-approved shop drawings submittals, tardy material ordering or shipment, or any other delays caused by the Contractor, a supplier, a Subcontractor, or sub-subcontractor, or anyone directly or indirectly under contract with any of them, shall not be deemed a valid cause for excusable delay and shall not be accepted as a basis for a Claim for price escalation or extension of time, as the scheduling, control and risk associated with a supplier and a Subcontractor failure to provide materials on-time and on-budget is part of the Contractor’s responsibility under this Agreement. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. Page 343 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 34 § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Architect and Owner upon execution of the Agreement and before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect or Owner may require. This schedule, unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor’s Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and Owner and supported by such data to substantiate its accuracy as the Architect and Owner may require, and unless objected to by the Architect or Owner, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. § 9.3 Applications for Payment § 9.3.1 The form of Application for Payment shall be AIA Document G702, Application and Certificate for Payment, supported by AIA Document G703, Continuation Sheet, in the latest edition forms, submitted in quadruplicate. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of 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 Contractor with procedures satisfactory to the Owner to establish the Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. Contractor shall also comply with the following requirements: .1 The aggregate cost of materials stored off site shall not exceed one dollar ($1.00) at any time without written approval of the Owner. .2 Title to such materials will be vested in Owner, as evidenced by documentation satisfactory in form and substance to Owner and Owner’s Construction Lender, if any, including, but not limited to, recorded financing statements, UCC filings, and UCC searches. .3 With each Application for payment, Contractor shall submit to the Owner a written list identifying each location where materials are stored off the Project site and the value of materials at each location. The Contractor agrees that it will be responsible for obtaining adequate insurance for the Owner for materials stored off the Project site in an amount not less than the total value thereof, unless covered by the Builder’s Risk insurance established for the Project. .4 The consent of the surety will be obtained to the extent required before the payment for any materials stored off the Project site. .5 Representatives of the Owner and the Lender (if any) shall have the right to make inspections of the storage areas at any time during normal business hours. .6 Such material shall be (1) protected from diversion, destruction, theft, and damage to the satisfaction of Owner and the Lender (if any), (2) specifically marked for use on the Project, and (3) separated from other materials at the storage facility. § 9.3.3 The Contractor 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 Contractor 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 Contractor’s knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. As a condition to payment, the Contractor shall promptly tender to the Owner and cause all subcontractors to promptly tender to the Owner acknowledgments of payments and releases of liens and rights to claim liens which shall be conditional releases through the date of the last preceding advance, and Page 344 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 35 concurrently with the final advance, and which shall be conditional releases through the period relating to the current Application for Payment. § 9.3.3.1 Notwithstanding the foregoing, if any mechanics’ liens or other claims shall be filed or maintained against the Owner’s buildings or improvements or real estate appurtenant thereto, for or on account of any Work or in furtherance of the erection, construction, or completion of the Work contracted for herein, then it shall be the obligation of the Contractor, within seven (7) days of receipt of written notice of the lien or other claim, to make provision satisfactory to Owner for the satisfaction, discharge or bonding of such liens or claims, including furnishing a bond to indemnify against such liens or claims. Notwithstanding the foregoing, if a lien is filed as the result of the Owner’s failure to remit payment properly due pursuant to the Contract, then Contractor’s duties under this Section 9.3.3.1 shall not apply. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt of the Contractor’s Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect’s reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect’s reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect’s evaluation of the Work and the data in the Application for Payment, that, to the best of the Architect’s knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor’s right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect’s opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect 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 in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .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; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect’s decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. Page 345 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 36 § 9.5.3 Notwithstanding any certification or withholding thereof by the Architect, the Owner with notice to the Contractor, for any such reasons as set forth above may elect to also withhold such amounts from amounts due or to become due to the Contractor. When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment or the Owner withholds payment under Sections 9.5.1.3 or 9.5.2 above, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor’s payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, including its approval by the Architect or Owner, 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 Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor 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 Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney’s fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If directed by the Owner, the Contractor shall substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment § 9.7.1 If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Architect, then the Contractor may, upon fourteen additional days’ written notice to the Owner and Architect, stop the Work until payment of the Page 346 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 37 amount owing has been received, provided that such stoppage shall not occur if Owner disputes the payment in good faith. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up (but not including demobilization or remobilization unless and until a payment dispute continues for a period of sixty (60) days from the date when payment was due after receipt by Owner of the aforesaid notice), plus interest as provided for in the Contract Documents, provided further that Contractor has otherwise complied with all conditions precedent to payments, including, but not limited to, the furnishing of required lien and bond waivers and release of claims and Final Payment Affidavit. § 9.7.2 If Owner is entitled to reimbursement or payment from Contractor under or pursuant to the Contract Documents, such payment will be made promptly upon demand by Owner. If Contractor fails to promptly make any payment owed to Owner, or if Owner incurs any costs and expenses to cure any default of Contractor or to correct defective Work, Owner has an absolute right to offset such amount against the Contract Sum. Owner may also, in its sole discretion, elect either to (1) deduct an amount equal to that which Owner is entitled from any payment then or thereafter due Contractor from Owner, or (2) issue a written notice to Contractor reducing Contract Sum by an amount equal to that which Owner is owed. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use; provided, however, that as a condition precedent to Substantial Completion, the Owner has received all applicable certificates of occupancy and any other applicable permits, approvals, licenses, and other documents from any governmental authority having the necessary jurisdiction for the beneficial occupancy of the Project. § 9.8.2 The Architect shall make site visits to determine interim Dates of Substantial Completion of the Project. Any fees that the Owner incurs for additional site visits of the Architect for determination of Substantial Completion after the Project has failed to properly meet the date of Substantial Completion will be at the expense of the Contractor and reimbursable to the Owner. The Owner shall deduct the amount of the Architect’s compensation for re-inspection services from the final payment. When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect 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 Contractor to complete all Work in accordance with the Contract Documents. The operation and maintenance data shall have been submitted and approved, system demonstrations shall have been performed, and a certificate of occupancy shall have been issued before final Substantial Completion can be achieved. § 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use Page 347 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 38 may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor’s notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on the basis of the Architect’s on-site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect’s final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor’s being entitled to final payment have been fulfilled. All warranties and guarantees required under or pursuant to the Contract Documents shall be assembled and delivered by the Contractor to the Architect as part of the final Application for Payment. The final Certificate for Payment will not be issued by the Architect until all warranties and guarantees have been received and accepted by the Owner. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner’s property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) submission by the Contractor to the Architect and the Owner of as-built drawings, (6) submission by the Contractor to the Owner of a complete list of Subcontractors and principal vendors on the Project, including addresses and telephone numbers, (7) submission by the Contractor to the Owner of an indexed, loose leaf binder of complete installation, operation and maintenance manuals, including all manufacturers’ literature, of equipment and materials used in the Work, (8) submission by the Contractor to the Owner, in an indexed, loose leaf binder, of all inspection reports, permits, and temporary and final certificates of occupancy and licenses necessary for the occupancy of the project, (9) any and all other items required pursuant to the Contract Documents (10) all requirements of Section 7.2 of the Agreement (Labor Costs), (11) the Contractor’s final lien waiver, together with final lien waivers for all subcontractors, (12) documentation of all warranties, including but not limited to manufacturers’ warranties, specific Subcontractor warranties, and any special warranties, with all such warranties being assignable to the Owner, such as manufacturers’ warranties or specific Subcontractor warranties, and (13) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys’ fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Page 348 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 39 Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from, but not limited to, .1 liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 any obligations of the Contractor pursuant to the Contract Documents surviving completion of the Work and final payment, including without limitation, with respect to indemnification or insurance, or any claims arising thereunder; or .5 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier, shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub-subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor 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. The Contractor shall also be responsible, at the Contractor’s sole cost and expense, for all measures necessary to protect any property adjacent to Project and improvements in the adjacent property. Any damage by the Contractor, or anyone for whom the Contractor is responsible, to such property or improvements shall be promptly repaired by the Contractor. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. The Contractor will also give the Owner and Architect reasonable advance notice of the Contractor’s intent to use or store hazardous materials and engage in unusual activities. Pursuant to Section 3.18, the Contractor agrees to indemnify the Owner for any claims brought against the Owner resulting from the Contractor’s storage or use of hazardous materials. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub-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 Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the Page 349 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 40 extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, 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. § 10.2.9 When all or a portion of the Work is suspended for any reason, the Contractor shall securely fasten down all coverings and reasonably protect the Work, as necessary, from injury. § 10.2.10 The Contractor will promptly report in writing to the Owner all accidents arising out of or in connection with the Work that cause death, personal injury, or property damage. The Contractor’s written report will give full details and statements of any witnesses. In addition, if death, serious personal injuries, or serious damages are caused, the accident shall be reported immediately by telephone or messenger to the Owner and the Architect. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a concealed and undisclosed hazardous material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor 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 Contract Documents, the Owner shall furnish in writing to the Contractor and Architect 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. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start-up. The term "rendered harmless" shall be interpreted to mean that levels of asbestos and polychlorinated biphenyls are less than any applicable exposure standards set forth in OSHA regulations. In no event, however, shall the Owner have any responsibility for any substance or material that is brought to the Project site by the Contractor, any Subcontractor, any material supplier, or any entity for whom any of them is responsible. The Contractor also agrees not to use any fill or other materials to be incorporated into the Work that are hazardous, toxic, or made up of any items that are hazardous or toxic. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect’s consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or Page 350 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 41 death as described in Section 10.3.1 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 Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor’s fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner’s fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor’s Insurance and Bonds § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor’s operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers’ compensation, disability benefit, and other similar employee benefit acts that apply to the Work to be performed, including private entities performing Work at the site and exempt from coverage on account of the number of employees or occupation, which entities shall maintain voluntary compensation coverage at same limits specified for mandatory coverage for the duration of Project; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor’s employees, or person or entities excluded by statute from requirements of Section 11.1.1.1 but required by Contract Documents to provide insurance required by that section; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees; .4 Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury or property damage arising out of completed operations, which coverage shall be maintained for no less than three (3) years after final payment; and .8 Claims involving contractual liability insurance applicable to the Contractor’s obligations under Section 3.18 for bodily injury or destruction of tangible property (other than the Work itself). § 11.1.2 The Contractor’s insurance shall meet and comply with all requirements set forth in Section 14.3 of the Agreement and shall be subject to Owner’s review and approval. The insurance required by Section 11.1.1 and any Supplemental Conditions to the Contract shall be written by one or more responsible carriers reasonably acceptable to the Owner for not less than the limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any Page 351 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 42 coverage required to be maintained after final payment, and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction of Work or such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.3 Copies of certificates of insurance and declarations pages of the policies referenced therein (including any endorsements to such policies) acceptable to the Owner shall be filed with the Owner within three (3) days prior to commencement of the Work and prior to bringing any equipment or personnel onto the site of the Work or the Project site, and thereafter upon renewal or replacement of each required policy of insurance. These certificates and declarations required by this Section 11.1 shall confirm that the policies contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days’ prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. Except for the Worker’s Compensation, Employer’s Liability Insurance, and Professional Liability policies, Owner and Owner’s Project lender(s), if any, shall be listed as an additional insured with a waiver of subrogation under the insurance policies referenced in Sections 11.1.1 (except for the insurance under Section 11.1.1.1) and any Supplemental Conditions to the Contract. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include (1) the Owner, Owner’s Project lender(s) as additional insureds for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the Owner and Owner’s Project lender(s) as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s completed operations. § 11.1.5 In no event shall any failure of the Owner to receive certified copies or certificates of policies required under Paragraph 11.1 or to demand receipt of such certified copies or certificates before to Contractor’s commencement of Work be construed as a waiver by the Owner or Architect of Contractor’s obligations to obtain insurance pursuant to this Article. The obligation to procure and maintain any insurance required is a separate responsibility of the Contractor and independent of the duty to furnish a certified copy or certificate of such insurance policies. § 11.1.6 When any required insurance, due to the attainment of a normal expiration date or renewal date, shall expire, the Contractor shall supply the Owner with Certificates of Insurance and amendatory riders or endorsements that evidence the continuation of all coverage in the same manner, limits of protection, and scope of coverage as was provided by the previous policy. § 11.1.7 The general aggregate limit under the Contractor’s commercial liability insurance shall, by endorsement, apply to this Project separately. § 11.1.8 The Contractor shall cause each Subcontractor to (i) procure insurance meeting or exceeding the same requirements applicable to Contractor under this Agreement and (ii) name the Indemnitees as additional insureds under the Subcontractor’s commercial general liability policy. The additional insured endorsement included on the Subcontractor’s commercial general liability policy shall state that coverage is afforded the additional insureds with respect to claims arising out of operations performed by or on behalf of the Contractor. If the additional insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer’s liability under this insurance policy shall not be reduced by the existence of such other insurance. § 11.1.9 Premiums and Assessments: Companies issuing the insurance policies shall have no recourse against the Owner for payment of any premiums or assessments for any deductibles which are at the sole responsibility and risk of the Contractor except the deductibles related to Builders Risk, if any. § 11.1.10 Primary Coverage: The coverage provided herein shall be primary and noncontributory with any other insurance maintained by the Owner, or any other additional insured, for its benefit; including self insurance. § 11.1.11 The Contractor shall not commence work under this Contract until he has obtained all the insurance required hereunder and certificates of such insurance have been filed with and approved by the Owner. Approval of the insurance by the Owner shall not relieve or decrease the liability of the Contractor. All insurance must be written by Page 352 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 43 companies approved to do business in the State of Florida by the State Board of Insurance. The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Contractor agrees that only the required insurance coverage identified in this Agreement as it pertains to the Contractor will be reimbursed by the Owner. The Owner shall be named as an additional insured under the Contractor’s commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.12 Limits on Types of Insurance Costs Paid by Owner. No insurance, bond, or subcontractor default insurance costs or coverages shall be reimbursed by Owner, charged to Owner, or paid by Owner aside from those specifically required by the Contract Documents unless in an estimate, GMP, etc.) and prior written approval for the same has been furnished by Owner in advance. For any coverages, bonds or insurance not required and not so approved, any such costs shall be at Contractor’s sole expense should Contractor elect to maintain such insurance, bond, subcontractor default, or coverages. The Contractor shall include subcontractor bonds costs for subcontracts above one hundred thousand dollars ($100,000 ) and subcontractor insurance costs as apart of the cost work, not to exceed 2 million dollars per occurrence. § 11.1.13 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.14 Notice of Cancellation or Expiration of Contractor’s Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner’s Insurance § 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance, provided that nothing in this Agreement shall require Owner to purchase or maintain any specific type or amount of insurance. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform the Contractor in writing prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub-Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time may be equitably adjusted upon demonstration of actual impact and costs by the Contractor. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner’s Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub-subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall Page 353 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 44 be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents, and employees, each of the other; (2) the Architect and Architect’s consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub-subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect’s consultants, Separate Contractors, subcontractors, and sub-subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance The Owner, at the Owner’s option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner’s property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner’s property, due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for the reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect’s request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect’s examination and be replaced at the Contractor’s expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Page 354 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 45 Work is in accordance with the Contract Documents, costs of uncovering, repair, and replacement shall by appropriate Change Order, be at the Owner’s expense. If such Work is not in accordance with the Contract Documents, such costs, and the cost of correction, shall be at the Contractor’s expense unless the condition was caused by the Owner or a Separate Contractor, in which event the Owner shall be responsible for payment of such costs, without prejudice to the Owner’s rights to seek reimbursement from the Separate Contractor where appropriate. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. If prior to the date of Substantial Completion, the Contractor, a Subcontractor, or anyone for whom either is responsible uses or damages any portion of the Work, including, without limitation, mechanical, electrical, plumbing, and other building systems, machinery, equipment, or other mechanical device, the Contractor shall cause such item to be restored to "like new" condition at no expense to the Owner. In addition, the Contractor shall promptly remedy damage and loss arising in conjunction with the Project caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable and for which the Contractor is responsible. § 12.2.2 After Substantial Completion § 12.2.2.1 During the time between the date of Substantial Completion to the expiration of one year thereafter, or such longer period as may be prescribed by law or by the terms of any applicable special warranty required by the Contract Documents that will not extend beyond the applicable statute of limitations or statute of repose under Florida law, for any Work that is found to be defective repair shall be commenced by the Contractor at his own expense within ten days after written notice has been given to him by the Owner, and the Contractor shall prosecute the Work with continued diligence to completion. If the Contractor does not continuously and diligently prosecute the Work to completion, the Owner may, after 5 days written notice, make the necessary repairs and charge the cost of same to the Contractor without giving any notice to Surety. In the case of an emergency brought about by defective Work of the Contractor, the Owner may proceed immediately to make the necessary repairs and charge the cost of same to the Contractor and/or Surety without giving any notice to the Contractor and/or Surety, and, by agreement of the parties, without causing spoliation of evidence arguments given the emergency nature. This obligation shall survive termination of the Contract. Notwithstanding the foregoing, in the event any of the Work which has been performed by Subcontractors is found to be not in accordance with the requirements of the Contract Documents ("Subcontractor’s Defective Work"), and the Subcontractor’s Defective Work is covered by a warranty given by the Subcontractor, which warranty is still in effect at the time the Owner discovers such Subcontractor’s Defective Work, then the Owner agrees, provided that Contractor’s warranty period has expired, that (i) Contractor shall not be liable for such Subcontractor’s Defective Work, and (ii) to pursue the correction of such work by enforcing the terms of the subcontract warranty relating thereto directly with the Subcontractor responsible therefore. The Contractor agrees to execute such documents as may be necessary to ensure that any warranty given by any Subcontractor performing any Subcontractor’s Defective Work will inure to the benefit of the Owner. All supporting costs for warranty work beyond what is covered by the direct manufacturer or workmanship warranties shall be at Contractor’s expense unless otherwise agreed to in writing by Owner. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 Upon completion of any Work under or pursuant to Paragraph 12.2, the one-year correction period in connection with the Work requiring correction will be renewed and recommenced. The obligations under Paragraph 12.2 cover any repairs and replacement of any part of the Work or other property that is damaged by the defective Work. The parties understand and agree that the warranty period shall not be renewed or recommenced with respect to any improvements that were not the subject of any repair or replacement. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. Page 355 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 46 § 12.2.4 Unless otherwise provided in the Contract Documents, the Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations other than specifically to correct the Work. § 12.2.6 Owner shall have the right to operate equipment until defects are corrected and warranties are met and shall also have the right to operate rejected equipment until it is replaced and without charge for depreciation, use, or wear. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the laws of the State of Florida. Venue for any legal action shall be in Orange County, Florida. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, or set forth elsewhere in the Contract Documents, 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. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender or other entity providing construction financing or credit enhancement for the Project, if the lender assumes the Owner’s rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. § 13.3 Rights and Remedies § 13.3.1 Except as expressly provided in the Contract Documents, duties and obligations imposed by the Contract 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. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor 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. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor 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 shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of (1) tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded and (2) tests, inspections, or approvals where building codes or applicable laws or regulations prohibit the Owner from delegating the cost to the Contractor. Page 356 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 47 § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Architect’s services and expenses, shall be at the Contractor’s expense. The Contractor also agrees that the cost of testing services required for the convenience of the Contractor in his scheduling and performance of the Work, and the cost of testing services related to remedial operations performed to correct deficiencies in the Work, shall be borne by the Contractor. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate of 1% per annum or, if lower, the maximum rate allowed by Florida law. § 13.6 Written Notice § 13.6.1 Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.6.2 Proposals, approvals, instructions, requests, claims, demands, and other notices shall be made in writing or email communication. § 13.7 General Provisions § 13.7.1 Each provision of this Agreement will be interpreted in a manner as to be effective and valid under applicable law. However, if any provision of this Agreement is prohibited by law or is found to be invalid under any law, only such provision or portion thereof will not be effective, without any manner invalidating or affecting the remaining provisions of this Agreement or valid portions of such provisions, which are deemed severable. § 13.8 Equal Opportunity § 13.8.1 Contractor shall maintain policies of employment as follows: § 13.8.1.1 Contractor and Contractor’s Subcontractors shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, or national origin. Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth policies of non-discrimination. § 13.8.1.2 Contractor and Contractor’s Subcontractors shall, in all solicitations or advertisements for employees placed by them or on their behalf, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, or national origin. § 13.9 No Oral Waiver Page 357 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 48 The provisions of the Contract Documents shall not be changed, amended, waived, or otherwise modified in any respect except by a writing signed by the Owner. No person is authorized on behalf of the Owner to orally change, amend, waive, or otherwise modify the terms of the Contract Documents or any of the Contractor’s duties or obligations under or arising out of the Contract Documents. Any change, waiver, approval, or consent granted to the Contractor shall be limited to the specific matters stated in the writing signed by the Owner and shall not relieve the Contractor of any other of the duties and obligations under the Contract Documents. No "constructive" changes shall be allowed. § 13.10 Notice Regarding Liens § 13.10.1 The Contractor shall provide all notices required or permitted by the laws of the state in which the Project is located for the protection of the Owner from liens and claims of lien if permitted or required by applicable law. The Contractor shall be responsible for filing in the appropriate court or other governmental office records all such notices as required or permitted by the laws of the state in which the Project is located. § 13.10.2 The Contractor shall provide the Owner with copies of all notices received by the Contractor from subcontractors, sub-subcontractors, and/or suppliers to the Contractor. § 13.11 Venue/Attorneys’ Fees The sole and exclusive venue for any suit or action arising out of or relating to this Contract shall be in the appropriate court situated in the Florida county in which the Project is physically located. Further, in the event of any suit arising out of or relating to this Contract, each party shall bear its own attorneys’ fees and costs unless otherwise required by Florida law. As used herein, the term "attorneys’ fees and costs" shall include, without limitation, fees for legal counsel, paralegal expenses and fees, expert witness fees (including for any such expert witness, travel, food, and lodging expenses, if reasonably necessary), and other reasonable fees or expenses billed to the party or incurred on the party’s behalf in connection with any such proceeding, whether any such court proceedings are in state, federal, or bankruptcy court. Further, the parties expressly waive all rights to trial by jury in any litigation involving the project or this contract. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; or .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1, or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents unless such non-payment is the subject of a claim under dispute and is being resolved as provided in the Agreement or the Owner has failed to furnish to the Contractor promptly, upon the Contractor’s request, reasonable evidence as required by Section 2.2.1. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon thirty (30) days’ written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment only for Work properly executed and approved by Owner, without any additional overhead, profit or other costs on the portion of the Work so executed, and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, or their agents or employees or any other persons or entities performing portions of the Work under Page 358 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 49 contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor’s surety, if any, seven days’ notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect’s services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause by providing the Contractor with written notice of termination for convenience which notice may direct the Contractor as to any of the items outlined in Section 14.4.2. § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner’s convenience, the Contractor shall .1 Unless the notice directs otherwise, immediately discontinue the Work on that date and to the extent specified in the notice; .2 Place no further orders or subcontracts for materials, equipment, services, or facilities, except as may be necessary for completion of such portion of the Work as is not discontinued; .3 Cancel, or if so directed by the Owner, transfer or assign to the Owner all or any of the commitments and agreements made by the Contractor to the project; .4 Assign or promptly make every reasonable effort to procure cancellation upon terms satisfactory to the Owner of all orders and subcontracts and shall thereafter do only such Work as may be necessary to Page 359 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 50 preserve and protect work already in progress and to protect materials, plants and equipment on the site or in transit thereto; and .5 Take actions necessary or that the Owner may direct, for the protection and preservation of the Work. § 14.4.3 Upon such termination, the Contractor’s sole remedy shall be payment for Work properly performed and approved by Owner prior to the effective date of termination. No additional costs, overhead, profit, demobilization costs or other expenses shall be recoverable unless specifically pre-approved in writing by Owner. The Contractor hereby waives all other claims for payment and damages, including, but not limited to, anticipated profits. The Owner will be credited for (i) payments previously made to the Contractor for the terminated portion of the Work, (ii) agreed upon claims that the Owner has against the Contractor under the Contract (or otherwise Owner reserves any and all legal rights to such claims), and (iii) the value of the materials, supplies, equipment or other items that are to be disposed of by the Contractor that are part of the Contract Sum.. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. (Paragraphs deleted) § 15.1.2 Intentionally Deleted § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor must be initiated by written notice or email notice to the other party, with a copy sent to the Architect, even though the dispute process in this Agreement has excluded the Architect serving as the Initial Decision Maker. Claims by Contractor shall be initiated within 10 days after the occurrence of the event giving rise to such claim or within 10 days after the Contractor first recognizes the condition giving rise to the claim, whichever is earlier. Failure to provide notice within this timeframe shall constitute an absolute waiver of the claim; provided, however, that the claimant shall use its best efforts to furnish the other party, as expeditiously as possible, with notice of any claim including, without limitation, those in connection with concealed or unknown conditions, once such claim is recognized, and shall cooperate with the party against whom the claim is made in any effort to mitigate the alleged or potential damages, delay, or other adverse consequences arising out of the condition that is the cause of such a claim. Claims may also be reserved in writing with the time limits set forth in Section 15.1.3. If a claim is reserved, the Resolution of Claims and Disputes procedures described in Section 15.1.3 shall not commence until a written notice from the claimant is received by the other party. Any notice of claim or reservation of claim must clearly identify the alleged cause and the nature of the claim and include data and information then available to the claimant that will facilitate prompt verification and evaluation of the claim. (Paragraph deleted) § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. The Architect will review Change Orders and issue Certificates for Payment in accordance with the Contract Documents. (Paragraph deleted) § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the portion of the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. Page 360 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 51 § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor’s Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. .1 Claims for extension of time shall be stated in number of whole or half calendar days. The actual dates on which the delay(s) occurred and the critical path activities on the schedule affected by the delay must be stated. Said request shall specifically detail the extension of the critical path of the Project caused by the events which underlie the time extension request and must include substantiating documentation, correspondence, notices, and any other data which provides proof of the events which are the basis for the Claim. Any claim not including said data shall be deemed waived and will be rejected by the Owner until such time as Contractor provides such data in accordance with the contract documents. § 15.1.6.2 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. .1 Anticipated Normal Weather Days: The time stipulated in the Contract Agreement for completion of the work includes the number of five (5) calendar days, for anticipated delays due to normal weather conditions. No time extensions for delays due to weather will be allowed until and unless such delays exceed the time included for normal weather delays. In case of claims for extension of time because of adverse weather conditions, such extension of time shall be granted only because such adverse weather conditions prevented the execution of critical path work on normal working days. .2 A weather table reflecting meteorological data from the closest International Airport to the Project or other reliable meteorological data will be used to determine Contract time extension due to adverse weather conditions. For the purposes of this Contract "adverse weather conditions" will be interpreted as the number of days in excess of the normal on which rainfall exceeds one inch. .3 Weather days adjustments must be presented and addressed at the monthly meetings between Owner and Contractor. .4 There will be no Weather days adjustments for a Project with interior renovation Work only. § 15.1.7 Waiver of Claims for Consequential Damages Except to the extent covered by the valid and collectible insurance required respectively to be carried by Contractor or Owner under Article 11, the Contractor 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 Contractor 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. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Intentionally Deleted § 15.2.2 Intentionally Deleted § 15.2.3 Intentionally Deleted § 15.2.4 Intentionally Deleted § 15.2.5 Intentionally Deleted § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. Page 361 of 414 AIA Document A201 – 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:40:40 ET on 01/14/2026 under Order No.500019949_2 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1936813611) 52 § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor, the Owner shall have the right, but not the obligation to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor’s default, the Owner may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic’s lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to mediation as a condition precedent to litigation. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be administered by a qualified mediator mutually agreed upon by the parties or, failing such agreement, by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the 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. § 15.3.3 Intentionally Deleted § 15.3.4 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the 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 thereof. § 15.4 Litigation § 15.4.1 Any Claim subject to, but not resolved by, mediation shall be subject to litigation unless the parties mutually agree otherwise, all legal proceedings shall be filed solely in a court of competent jurisdiction located in Orange County, Florida, and the parties hereby consent to such venue and jurisdiction. § 15.4.1.1 Intentionally Deleted § 15.4.2 Intentionally Deleted § 15.4.3 The Contractor and the Owner shall not be obligated to resolve by arbitration any Claim or dispute related to the Contract. Any reference herein to arbitration in connection with such Claims or disputes is hereby deemed void. However, the parties may, but are not obligated to, mutually agree in writing to submit any Claim or dispute to binding arbitration, upon such terms as may be set forth in writing and agreed to by the parties. In the absence of such a written agreement, neither party shall be obligated to submit any Claim or dispute to arbitration. Page 362 of 414 Document A133® – 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 1 ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and 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. AIA Document A201™–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. 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. AGREEMENT made as of the day of in the year (In words, indicate day, month, and year.) BETWEEN the Owner: (Name, legal status, address, and other information) City of Ocoee, a Florida municipal corporation 1 N. Bluford Ave. Ocoee, FL 34761 and the Construction Manager: (Name, legal status, address, and other information) H.J. High Construction Company, a Florida corporation 1015 W. Amelia St. Orlando, FL 32805 for the following Project: (Name, location, and detailed description) RFQ #25-009 Construction Manager at Risk for the New Ocoee Fire Station #38 Facility This Project will be a new, approximately 7,500 sf, 3-bay fire station located on 2121 N. Lakewood Ave between 2nd Ave and Banyan Blvd., Ocoee, FL 32703. The work will include site development of a 3.2-acre site and will include modification of an adjacent existing stormwater pond. The Architect: (Name, legal status, address, and other information) JL2 Architecture 1678 Kingston Rd. Longwood, FL 32750 The Owner and Construction Manager agree as follows. Page 363 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 2 TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES 4 OWNER’S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B INSURANCE AND BONDS ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.") § 1.1.1 The Owner’s program for the Project, as described in Section 4.1.1: (Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.) The City of Ocoee Fire Station #38 shall be a new approximately 7,500 sf 3-bay fire station. § 1.1.2 The Project’s physical characteristics: (Identify or describe pertinent information about the Project’s physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) The existing site footprint is approximately 3.2 acres with other required site development features such as public parking and staff parking, aprons for fire vehicles and modification of an existing stormwater pond. § 1.1.3 The Owner’s budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown.) The Project budget shall not exceed $5,000,000 with a Construction budget not to exceed $4,500,000, unless specifically authorized in writing by the Owner. Page 364 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 3 § 1.1.4 The Owner’s anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: Schematic Design Phase To be determined within 30 days of contract execution Design Development Phase TBD Construction Documents Phase TBD Owner Review & Comment 14 Days per Phase TBD Design Phases Subtotal: TDB Bidding / GMP Coordination TBD Construction Administration Phase TDB Total Days TDB .2 Construction commencement date: TBD .3 Substantial Completion date or dates: List in number of days as in the item above .4 Other milestone dates: Final Punch and Closeout shall be completed within 60 days from Substantial Completion. Failure to complete within this timeframe may result in liquidated damages as specified in the Contract Documents. § 1.1.5 The Owner’s requirements for accelerated or fast-track scheduling, or phased construction, are set forth below: (Identify any requirements for fast-track scheduling or phased construction.) § 1.1.6 The Owner’s anticipated Sustainable Objective for the Project: (Identify and describe the Owner’s Sustainable Objective for the Project, if any.) § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall complete and incorporate AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, into this Agreement to define the terms, conditions and services related to the Owner’s Sustainable Objective. If E234–2019 is incorporated into this agreement, the Owner and Construction Manager shall incorporate the completed E234–2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) § 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information.) Steve Krug, Public Works Director Page 365 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 4 1 N. Bluford Ave. Ocoee, FL 34761 SKrug@ocoee.org 407-905-3170 AND Owner’s Representative ZHA Incorporated 2290 Lucien Way, Suite 300 Maitland, FL 32751 407-422-7487 § 1.1.9 The persons or entities, in addition to the Owner’s representative, who are required to review the Construction Manager’s submittals to the Owner are as follows: (List name, address and other contact information.) JL2 Architecture 1678 Kingston Rd. Longwood, FL 32750 § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: TBD .2 Civil Engineer: TBD .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) TBD § 1.1.11 The Architect’s representative: (List name, address, and other contact information.) o Johnnie Lohrum JL2 Architecture 1678 Kingston Rd. Longwood, FL 32750 § 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information.) § 1.1.13 The Owner’s requirements for the Construction Manager’s staffing plan for Preconstruction Services, as required under Section 3.1.9: (List any Owner-specific requirements to be included in the staffing plan.) § 1.1.14 The Owner’s requirements for subcontractor procurement for the performance of the Work: Page 366 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 5 (List any Owner-specific requirements for subcontractor procurement.) § 1.1.15 Other Initial Information on which this Agreement is based: § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule and the Construction Manager’s services. Any adjustment to the Construction Manager’s compensation must be approved in writing by the Owner. The Owner may adjust the Owner’s budget for the Guaranteed Maximum Price and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 Neither the Owner’s nor the Construction Manager’s representative shall be changed without ten days’ prior written notice to the other party. Any replacement Construction Manager representative must be approved in writing by the Owner. ARTICLE 2 GENERAL PROVISIONS § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of 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. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. In the event of inconsistencies, the order of precedence shall be: 1. This Agreement 2. The GMP Amendment 3. Change Orders 4. The General Conditions (A201-2017) 5. Specifications 6. Drawings 7. RFQ #25-009 including all addendums, if any 8. Construction Manager’s response to RFQ #25-009 9. All written proposals from Construction Manager 10. Other referenced Documents § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and acknowledges its fiduciary duty to the Owner and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager’s skill and judgment to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with this Agreement. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A201™–2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term "Contractor" as used in A201–2017 shall mean the Construction Manager. Page 367 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 6 § 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2017, which document is incorporated herein by reference. The term "Contractor" as used in A201–2017 shall mean the Construction Manager. ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager’s Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise the highest standard of care and professional skill in performing its Preconstruction Services. 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 Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. § 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other. § 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work. § 3.1.3.2 The Construction Manager shall advise the Owner on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner, consistent with the Project requirements, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; 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. § 3.1.3.3 If building information modeling is to be used on the Project, the Construction Manager and Owner will establish building information modeling and digital data protocols for the Project. § 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and update monthly, or more frequently if requested by Owner, a Project schedule for the Architect’s review and the Owner’s acceptance. The Project schedule shall identify items that affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. § 3.1.5 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. Page 368 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 7 § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Owner’s review and approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner and Construction Manager, an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the Owner’s review and approval. The Construction Manager shall inform the Owner in writing within three business days in the event that the estimate of the Cost of the Work exceeds or is likely to exceed the latest approved Project budget, and make detailed recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Construction Manager shall work with the Owner to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and make recommendations regarding constructability and schedules, for the Owner’s review and approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner’s review and approval. § 3.1.10 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction Manager shall provide a subcontracting plan, addressing the Owner’s requirements, for the Owner’s review and approval. § 3.1.11.2 The Construction Manager shall develop bidders’ interest in the Project. § 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase. § 3.1.12 Procurement § 3.1.12.1 The Construction Manager shall prepare, for the Owner’s review and acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on commercially reasonable terms and conditions, with reasonable input from the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. § 3.1.12.2 Construction Manager will participate in the Owner Direct Purchase savings program. The city may elect to purchase Project goods directly from providers to realize sales tax savings, as permitted by Section 212.08(6), Florida Statutes, and Rule 12A-1.094, Florida Administrative code. Any such election shall be limited to purchases for goods which are valued at $10,000.00 or greater. Page 369 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 8 § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Agreement, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authorities. § 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this document (Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc.) § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner’s review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, the Construction Manager’s contingency described in Section 3.2.4, and the Construction Manager’s Fee described in Section 6.1.2. § 3.2.2 To the extent that the Drawings and Specifications are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract 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. § 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager’s contingency set forth in Section 3.2.4; and the Construction Manager’s Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum Price. § 3.2.4 In preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager’s exclusive use 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. The "Construction Contingency" shall be identified and carried as a separate line item which shall be included in the Guaranteed Maximum Price for the Cost of the Work. .1 Construction Contingency: The "Construction Contingency for this project shall be x percent (x) of the Cost of the Work will be determined at the GMP. The Construction Contingency is permitted to be used by Construction Manager for compensation to Construction Manager, its subcontractors and material suppliers, for minor errors, omissions, conflicts, or inconsistencies that may exist within the Contract Documents, variances between subcontractor bids and budgeted amounts, or other additional costs directly related to the scope of Work that may arise during the Project that are not subject to a Change Order under this Agreement. The Construction Contingency shall not be used for: (1) compensation to Construction Manager, or its subcontractors and material suppliers, for concealed conditions, Project additions, enhancements, scope changes or allowance adjustments, which shall be subject to Change Order in accordance with the terms of the Agreement; (2) general conditions/general requirements, personal injury claims, third party property damage claims, or for any other third party claims not directly related to the scope of Work; (3) for any use which would be or may be covered under any other contingency fund; or Page 370 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 9 (4) for any cost overruns for any portion of the Work that is self-performed by Construction Manager (and it shall not be unreasonable for the Owner to deny use of the Construction Contingency for such purpose); and (5) for repairs, adjustments, or re-work necessitated by or resulting from negligence by subcontractors, material suppliers, or others under Construction Manager’s control (not including Builder’s Risk Claims). (6) To increase or supplement staff as necessary to effectively manage the project (7) Buy out of work not included in the previously awarded bid package (8) To improve or accelerate the progress of the work. (9) For modifications of the work resulting from an unknown ambiguity (not an error or omission) in the Contract Documents. (10) To adjust reimbursable general conditions in excess of the budget, provided such excess costs were not caused by Construction Manager’s failure to properly manage the Project. Construction Manager’s use of the first twenty-five percent (25%) of the Construction Contingency shall not require Owner’s prior consent but shall require written notice to Owner of the amount and description of the use regardless of the line item amount at least 72 hours before such use. Construction Manager’s use of the second fifty percent (50%) of the Construction Contingency for each individual line amount over $50,000 (or a lower amount if directed by the Owner in writing) shall require Owner’s prior consent. With respect to the Construction Manager’s use of both the first 50% of the Construction Contingency and the second 50% of the Construction Contingency, at the time of the use of such Construction Contingency, such use shall be a permitted use as defined in this Article 3.2.4. § 3.2.5 The Construction Manager shall meet with the Owner to review the Guaranteed Maximum Price proposal. In the event that the Owner discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201–2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 3.3.1.2 The Construction Phase shall commence upon the Owner’s execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The Page 371 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 10 written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201–2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner, showing percentages of completion and other information required by the Owner. § 3.3.2.4 Daily Logs The Construction Manager shall keep, and make available to the Owner through a real-time online project management system, a detailed daily log containing a record for each day of weather conditions, portions of the Work in progress, number of workers on site by trade, identification of equipment on site, materials delivered, problems that might affect progress of the work, accidents, injuries, safety violations, and other information required by the Owner. These logs shall be preserved as project records for a minimum of 5 years after substantial completion. § 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner, and shall provide this information in its monthly reports to the Owner, in accordance with Section 3.3.2.3 above. ARTICLE 4 OWNER’S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has budgeted for and appropriated funds to fulfill the Owner’s obligations under the Contract, subject to annual appropriation requirements applicable to Florida municipalities. After execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request such information as set forth in A201-2017 Section 2.2. § 4.1.3 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget for the Cost of the Work as defined in Article 7, (2) the Owner’s other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. § 4.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 4.1.4.1 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. Page 372 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 11 § 4.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 4.1.5 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. § 4.1.6 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 4.2 Owner’s Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall render decisions and furnish information within reasonable timeframes consistent with the Project schedule and the Owner’s internal approval processes. Except as otherwise provided in Section 4.2.1 of A201–2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representative. § 4.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. § 4.3 Architect The Owner shall retain an Architect. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect’s scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.1.1 For the Construction Manager’s Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) Preconstruction Services will total Sixty-three Thousand Two Hundred Sixty-two Dollars and no Cents ($63,262.00): Schematic Design through GMP Design Constructability & Scheduling $ 6,736.00 Schematic Design Estimate $ 8,786.00 Design Development Estimate $14,968.00 Guaranteed Maximum Price Proposal $32,773.00 Total for Preconstruction Services $63,262.00 § 5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager’s Consultants and Subcontractors, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below.) Page 373 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 12 Individual or Position Rate Project Executive $110.00 Project Manager $90.00 Chief Estimator $112.00 Senior Estimator $90.00 General Superintendent $106.00 Scheduling Services $ Junior Estimator $85.00 Precon Coordinator $65.00 Project Administrator $0 Public Safety Director $95.00 § 5.1.2.1 Billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification. § 5.1.3 Prior to issuance of a GMP Amendment, and except as may be set forth in a Preconstruction Amendment or Change Order signed by Owner, Construction Manager shall not incur any costs for, and Owner shall not be liable for, any compensation or associated costs other than the lump sum compensation for Preconstruction Phase services performed by Construction Manager identified in this Article 5, and those costs and compensation (if any) provided for and identified in Section 5.1.2 above, and any other costs and compensation specifically identified in Article 5.3 below (if any) which are specifically recommended, detailed and priced, and then approved in writing by Owner. § 5.2 Payments § 5.2.1 Provided that the Construction Manager has provided services in accordance with the time frames and deliverables described in Section 5.3 below, payments for services shall be made monthly in proportion to services performed. Monthly payment is not due until services and deliverables are current. § 5.2.2 Payments are due and payable within thirty (30) days after the Owner’s receipt and approval of the Construction Manager’s properly documented invoice. Amounts unpaid thirty (30) 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 Construction Manager. (Insert rate of monthly or annual interest agreed upon.) % Interest shall be in accordance with the Florida Prompt Payment Act. § 5.3 Program Review and Construction Manager Recommendations The Construction Manager shall perform the services described in this Article constituting the Preconstruction Phase Services. Except as may be specifically provided in Article 5.1.3, the Construction Manager acknowledges and agrees that any compensation due Construction Manager for any Preconstruction Phase Services required in this Article 5.3 is included in the lump sum Preconstruction Phase Services fee in Article 5.1. The parties acknowledge the Construction Phase may commence before the Preconstruction Phase Services are completed, and to a certain extent, both phases may proceed concurrently. § 5.3.1 Preliminary Evaluation. The Construction Manager shall provide a preliminary evaluation of the Owner’s program and Project budget requirements, each in terms of the other. § 5.3.2 Consultation. The Construction Manager will jointly schedule and attend regular meetings with the Owner and Architect. The Construction Manager will consult with the Owner regarding site use and improvements, and the selection of materials, building systems and equipment. The Construction Manager will provide recommendations on construction feasibility; actions designated to minimize adverse effects of labor or material shortages; time requirements for procurement, installation, and construction completion; and factors related to construction cost including estimates of alternative designs or materials, preliminary budgets, and possible economies. Page 374 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 13 § 5.3.3 Contract Logistics and Other Terms. The Construction Manager shall review the design proposed for the Project (including with the Architect where reasonably necessary) to determine and evaluate whether phased construction, and/or separate or early release contracts for separate scopes or portions of the Work (including obtaining competitive bids therefore), or long-lead procurement materials, are necessary, appropriate, or will reasonably benefit the Project. Construction Manager shall take into consideration the schedule, anticipated time to complete, construction market conditions, fabrication and delivery times, storage availability, availability of labor and materials, community relations, and other significant factors Construction Manager knows and reasonably anticipates. Based on its evaluations, Construction Manager shall make recommendations to the Owner for any of the Project or contractual logistics that it determines is or are appropriate and, after input from Owner is solicited, Construction Manager shall develop a more detailed recommendation and proposed plan(s) with input from necessary parties including the Owner and Architect. Construction Manager shall not procure or order long-lead materials, or begin prosecuting the foregoing matters/recommendations, and Owner shall not be responsible therefore, unless and until approved in a signed writing by Owner (with copy to Architect). Construction Manager will keep Owner and Architect informed of the progress and status of any of the foregoing which Construction Manager has been authorized to implement at the Construction phase, including with respect to any changes to the recommendations previously proposed by Construction Manager. Owner may elect to procure subject materials by direct purchase for tax savings. § 5.3.4 Review Reports. Within 15 – 30 days, after receiving the plans and specifications, based on phase of the design, the Construction Manager shall perform a specific review thereof, focused upon factors of a nature encompassed in Paragraph 5.3.1, 5.3.2, and 5.3.3. Promptly after completion of the review, Construction Manager shall submit to the Owner, with copies to the Architect, a written report covering suggestions or recommendations previously submitted, additional suggestions or recommendations as Construction Manager may deem appropriate, and all actions taken by the Architect with respect to same, including any comments Construction Manager may deem to be appropriate with respect to separating the work into separate contracts, and any alternative materials recommendations. § 5.4 Constructability/Schedule The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to the review and approval of the Owner and Owner’s Architect and/or professional consultants. While Construction Manager shall not assume the Architect’s design responsibilities, Construction Manager has a duty to promptly notify Owner and Architect in writing of any known or reasonably discoverable violations of applicable laws, statutes, ordinances, and Building Codes in the drawings and specifications. However, if the Construction Manager recognizes that portions of the drawings and specifications are at variance therewith, the Construction Manager shall promptly notify the Owner and Architect in writing. § 5.4.1 Constructability. With each subsequent issuance of design progression documents, the Construction Manager will provide written comments and meet with the Architect to discuss proposed modifications to the drawings and specifications to improve the efficiency and constructability of the design without assuming any architectural or engineering responsibility. § 5.4.2 Schedule. The Construction Manager will develop the schedule for the project the optimizes construction duration and anticipated costs based on market conditions and availability of materials and labor resources. § 5.5 Stimulation of Bidder Interest § 5.5.1 The Construction Manager shall monitor conditions in the construction market to identify factors that will or may affect costs and time for completing the Project; Construction Manager shall analyze as necessary these conditions to (1) determine and report on availability, quality, and qualification of labor, material, equipment, potential bidders, and possible impact of any shortages or surpluses of labor or material, and (2) in light of such determinations, make recommendations to the Owner as may be appropriate with respect to long lead procurement, separation of construction into bid packages, sequencing of work, use of alternative materials, equipment or methods, other economics in design or construction, and other matters that will promote cost savings and completion within the scheduled time. § 5.5.2 The Construction Manager shall submit to the Owner a written "Prospective Bidders Report" setting out recommendations and providing information as to prospective bidders. Third party analysis is not required. As various bid packages are prepared for bidding, the Construction Manager shall submit to the Owner and the Architect a list of potential bidders. The Construction Manager shall carry out an active program stimulating interest of qualified contractors, subcontractors, and suppliers in bidding or proposing on the Work and familiarizing them with the requirements of the Project. The Construction Manager shall specifically stimulate bidder interest in the local marketplace and identify and encourage bidding competition. Any Work that Construction Manager proposes to self-perform must Page 375 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 14 have competitive bids from no fewer than three (3) qualified subcontractors, at least two (2) of which shall be local subcontractors. If Construction Manager cannot obtain such bids after documented good faith efforts, Construction Manager must provide detailed written justification for Owner’s review and approval at least 30 days before such work is scheduled to begin. Owner reserves the right to reject Construction Manager’s self-performance proposal and require additional bidding efforts. § 5.5.3 The Construction Manager shall carry out an active program of stimulating interest of qualified contractors/subcontractors in bidding on the Work and of familiarizing those bidders with the requirements of this Project. ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 6.1 Contract Sum § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager’s performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager’s Fee. § 6.1.2 The Construction Manager’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager’s Fee.) The Construction Manager’s Fee shall be a percentage of the Cost of the Work that will be established during the preparation of the GMP Amendment. § 6.1.3 For increases in a Subcontractor’s cost of its portion of the Work resulting from a change in the Work, the party actually performing the changed portions shall be limited to a maximum mark-up of 7.5% of its actual costs of material, labor, and equipment costs. All such costs and mark-ups must be fully documented and subject to Owner’s audit rights. Additionally, if the changed portion of the Work is performed by a sub-subcontractor, the subcontractor shall be limited to a mark-up of 5% of the actual costs passed through to the Construction Manager from said sub-subcontractor. The total cumulative mark-up on all changes in the Work shall not exceed 15% in total, excluding Construction Manager’s Fee. The following items shall be considered part of and included in the markup for overhead and profit and subject to the above limitations for purposes of what is charged to Owner, and shall not be separately charged: .1 Costs of trucks, automobiles, and other vehicles, including the costs to operate them, hand tools, small tools, power tools, craft-specific tools, consumable tool supplies, consumable supplies, and similar items. .2 Costs of safety programs, safety supplies, warranty, and similar items and costs of quality assurance and quality control; or Costs of office equipment and supplies, electronic equipment, computer hardware and software and use thereof, information systems, management systems, subscriptions, website maintenance, e-mail services, web-based project management and other computer, internet, and web-related costs. § 6.1.4 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work: § 6.1.5 For any construction work that the Construction Manager elects to undertake with its own forces, after written approval from the Owner, the Construction Manager shall be paid: .1 A lump sum amount based on the written authorization of the Owner following the receipt of competitive bids for such work unless the requirement for competitive bids is waived by the Owner. § 6.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any.) The Construction Manager understands that if Substantial Completion is not attained within the Contract time, as modified by this Agreement, the Owner may suffer damages that are difficult to determine and accurately specify. The Construction Manager agrees that if Substantial Completion is not attained within the Contract Time, the Construction Manager shall pay to the Owner a specific amount established during the preparation of the GMP Amendment as liquidated damages and not as a penalty for each day that Substantial Completion extends beyond the Contract Time. The liquidated damages provided for in this Section shall be in addition to, not in lieu of, any actual damages incurred by the Owner due to Construction Manager’s willful misconduct or gross negligence in failing to achieve Substantial Completion within the Contract Time. § 6.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) Page 376 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 15 § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner, and Construction Manager shall remain fully responsible for completing the Work in accordance with the Contract Documents, regardless of such excess costs. § 6.3 Changes in the Work § 6.3.1 The Owner may, without invalidating the Agreement, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work, provided that Construction Manager demonstrates such changes directly impact the critical path of the Project Schedule and submits a detailed time impact analysis within 14 days of the change. § 6.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201–2017. § 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7 of AIA Document A201–2017. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201–2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201–2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Construction Manager’s Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 If no specific provision is made in Section 6.1.3 for adjustment of the Construction Manager’s Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 6.1.3 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager’s Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. § 7.1.3 GMP for General Conditions. The Guaranteed Maximum Price for General Conditions (sometimes referred to as GMP for General Conditions), which will be completed after the Construction/Project Schedule for the Project has been agreed upon and adopted in the GMP Amendment, will define those costs that are to be included as a part of the Guaranteed Maximum Price for General Conditions. The costs associated with the Guaranteed Maximum Price for General Conditions shall be considered as a Cost of the Work, as defined in Article 7.1 but shall be reported on a separate line item for the Guaranteed Maximum Price for General Conditions with each monthly application for payment. The Guaranteed Maximum Price for General Conditions for the Project, as identified in the Guaranteed Maximum Price for General Conditions, will be a lump sum agreed upon amount. Should the lump sum amount be exceeded, with the exception of added costs resulting from approved time extensions and/or changes in the Work in accordance with an Owner-approved Change Order, the additional cost shall be at the expense of the Construction Manager. For administrative convenience purposes, the Guaranteed Maximum Price for General Conditions shall be paid monthly, the amount of which shall be determined by taking the Guaranteed Maximum Price for General Conditions divided by the Page 377 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 16 number of months between the commencement date of Work and substantial completion of Work as set forth in the current construction schedule approved by Owner for the Project (as may be adjusted and reconciled by change orders adjusting the Contract Time). § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner’s prior approval, at off-site workshops. Any overtime costs will properly reflect actual labor costs and actual labor burden. The labor burden on overtime labor should be reduced to reflect only the burden items applicable to overtime (i.e., FICA, worker’s compensation insurance). § 7.2.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at the site and performing Work, with the Owner’s prior approval, which shall be paid in accordance with the wage rate schedule attached as Exhibit ’C’. The wages or salaries of the Construction Manager’s supervisory and administrative personnel will be included in the Guaranteed Maximum Price for General Conditions. Salaries or wages of Construction Manager’s personnel such as Senior Estimator, Senior Project Manager, Estimator, etc., for time spent in the home office working on the Project, but only for that portion of their time required for the Work. These salaries shall be included in the Guaranteed Maximum Price for General Conditions. Salaries of the Construction Manager’s secretarial and accounting personnel stationed at the Construction Manager’s principal office or offices other than the site office, in executing the clerical portion of the Work or performing data processing tasks, but only for that portion of their time required for the Work. These salaries shall be included in the Guaranteed Maximum Price for General Conditions. § 7.2.2.1 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, and limited to the personnel and activities listed below: (Identify the personnel, type of activity and, if applicable, any agreed upon percentage of time to be devoted to the Work.) See Exhibit C, Construction Manager’s Wage Rates § 7.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 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. § 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. Payments under this section will not be made for any overtime hours charged by any such subcontractor without the Owner’s prior written approval. If the Owner’s prior written approval is not obtained, such overtime payments will be at the Construction Manager’s sole expense and shall not be included in the Cost of the Work or count against the Guaranteed Maximum Price. Planned overtime that does not increase the GMP, but is required to make the Project site safe, secure, or complete contracted work will be budgeted and approved in the GMP. Unplanned overtime or overtime within Change Orders will require Owner approval. Any overtime costs will properly reflect actual labor costs and actual labor burden. The labor burden on overtime labor should be reduced to reflect only the burden items applicable to overtime (i.e. FICA, worker’s compensation insurance). § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction. Page 378 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 17 § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner’s property at the completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Construction Manager, or a related party as defined in Section 7.8, shall be in keeping with regional industry standards. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Construction Manager’s site office, including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner’s prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for that portion of insurance and bonds that can be directly attributed to this Agreement. .1 Premiums for all insurance required of the Construction Manager by the Agreement will be reimbursed at the fixed rate of (TBD)% of the Cost of the Work, and costs or charges for Commercial General Liability Insurance, Payment & Performance Bonds, subcontractor payment and performance bonds, and Construction Contingency shall not be included in the Cost of Work to which the aforementioned percentage is applied to. This rate includes all costs of the Project’s insurance requirements by Construction Manager, including, but not limited to, premiums, deductibles, reserves, administration, and brokerage fees. If the percentage is agreed to and included in this Agreement then the rate shall not be subject to audit, but the proper application of the rate to the final Cost of the Work will be subject to verification and potential adjustment. As part of the Construction Manager’s Guarantee Maximum Price proposal, the Construction Manager shall provide documentation that the fixed rate of insurance premium reimbursement reasonably and accurately reflects the overall insurance premium attributable to the cost of insuring the Work. For insurance that is part of the Construction Manager’s master programs and not specific to the Project, the Construction Manager shall verify that it is using its standard corporate rates. .2 Premiums for the Construction Manager’s Payment and Performance Bonds shall initially be reimbursed at their verifiable initial charge at the beginning of the Project based on a value of the Cost of the Work less the amount of estimated value of Owner Direct Purchased Materials, less sales tax and as more specifically set forth in the GMP Amendment. Said premiums shall be payable in full upon presenting a valid pay application including a paid invoice as supporting documentation after commencing the Construction Phase of the Project, and shall be reconciled to the actual, final cost (including accounting for any changes in actual Owner Direct Purchased Materials amounts) at the time of final payment. .3 It is the Construction Manager’s policy to bond any subcontract in excess of $100,000 and an option to bond subcontracts below that value after an evaluation of the risk. Payment and Performance Bonds for subcontracts are a cost of the work and will be included in the GMP Proposal. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner’s prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction Manager, with the Owner’s prior approval. Page 379 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 18 § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Construction Manager is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Construction Manager is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201–2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims, and payments of settlements made with the Owner’s consent, unless the Construction Manager had reason to believe that the required design, process, or product was an infringement of a copyright or a patent, and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201–2017. The costs of legal defenses, judgments, and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager’s Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner’s prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Construction Manager’s negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys’ fees, other than those arising from disputes between the Owner and Construction Manager or from Construction Manager’s negligence or breach of contract, reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner’s prior written approval, which shall not be unreasonably withheld. Such costs shall be capped at $50,000 in aggregate unless otherwise agreed in writing. § 7.6.10 Expenses incurred in accordance with the Construction Manager’s standard written personnel policy for relocation and temporary living allowances of the Construction Manager’s personnel required for the Work, with the Owner’s prior approval. § 7.6.11 That portion of the reasonable expenses of the Construction Manager’s supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.6.12 In the event of documented material price increases exceeding 10% from the date of the GMP Amendment due to market fluctuations, supply chain disruptions, shortages, tariffs, or trade restrictions on imported materials, the Construction Manager may request an equitable adjustment to the Contract Sum through a Change Order. Any such request must be made within 14 days of the Construction Manager becoming aware of the price increase and must include supporting invoices and documentation from at least three suppliers demonstrating the price escalation. The Owner shall have sole discretion to approve or deny such requests. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner’s prior approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201–2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or Page 380 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 19 failure to fulfill a specific responsibility by, the Construction Manager, and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201–2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 7.9. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or management employee of, the Construction Manager holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Construction Manager; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 9. § 7.9 Costs Not To Be Reimbursed § 7.9.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager’s personnel stationed at the Construction Manager’s principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 14; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments (excluding costs included in Section 7.6.12 above), paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Construction Manager’s principal office and offices other than the site office, except as specifically provided in Sections 7.1 to 7.7; .4 Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; .5 The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, 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 Sections 7.1 to 7.7; .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and .9 Costs for services incurred during the Preconstruction Phase. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager 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 Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. Page 381 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 20 ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager’s own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager’s list of proposed subcontractors and suppliers and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 9.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Construction Manager; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then a Change Order shall 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 Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 9.1.2 Responsibility for Subcontractors and Suppliers. The Contractor shall be responsible for the performance of all Subcontractors, Sub-subcontractors, and material and material/equipment suppliers. Unless otherwise set forth in the Agreement, including as outlined in Article 8 of A201–2017 and Article 3.2.4 of this Agreement, the Contractor shall not be entitled to claims for additional time or an increase in the Contract Sum due to the performance or non-performance of a Subcontractor, Sub-subcontractor, material supplier, or material/equipment supplier. § 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner’s prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the Construction Manager 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 Construction Manager in Article 10. ARTICLE 10 ACCOUNTING RECORDS § 10.1 The Construction Manager 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 this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager’s records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, Subcontractor’s invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Construction Manager shall preserve these records for a period of five years after final payment, or for such longer period as may be required by Florida law. The Owner’s right to audit shall survive any termination of this Contract. § 10.2 The City of Ocoee (City) is a public agency subject to Chapter 119, Florida Statutes. Contractor agrees to comply with Florida’s Public Records Law. Specifically, Contractor shall: § 10.2.1 Keep and maintain public records required by City to perform the service. § 10.2.2 Upon request from the City’s custodian of public records, provide City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, or as otherwise provided by law. § 10.2.3 Ensure that public records that are exempt or confidential and exempt from the public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Contractor does not transfer the records to City. § 10.2.4 Upon completion of the contract, Contractor agrees to transfer at no cost to City all public records in possession of Contractor or keep and maintain public records required by City to perform the service. If Contractor transfers all public Page 382 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 21 record to City upon completion of the contract, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the contract, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to City, upon request from City’s custodian of public records, in a format that is compatible with the information technology systems of City. § 10.2.5 A Contractor who fails to provide the public records to City within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. § 10.2.6 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ’CONTRACTOR S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 407-905-3105, CCDL@OCOEE.ORG, WITH AN OFFICE LOCATED AT 1 N. BLUFORD AVENUE, OCOEE, FLORIDA 34761. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Construction Manager, as provided below and elsewhere in the Contract Documents. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 11.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment of the amount certified to the Construction Manager not later than the 15th day of the following month. If an Application for Payment is received by the Architect 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 Architect receives and approves the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 11.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager’s Fee. § 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Construction Manager’s Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Construction Manager’s Applications for Payment. § 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. For the avoidance of doubt, it is understood that any savings in one line item may be utilized to offset cost overruns in another line item, with the exception of Allowances, General Requirements, the GMP for General Conditions, and any other specific line items designated by Owner in writing, provided that all Construction Phase Work is completed within the GMP. Page 383 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 22 § 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values, the Construction Manager shall submit supporting documentation to the Architect. § 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201–2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the 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 Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified; and .4 The Construction Manager’s Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 11.1.7.2 The amount of each progress payment shall then 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 Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017; .5 The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and .6 Retainage withheld pursuant to Section 11.1.8. § 11.1.8 Retainage § 11.1.8.1 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: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) Five percent (5%) § 11.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) General Conditions, Fee, Insurance and Bond Costs § 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 11.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) Page 384 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 23 Portions of the retained amount may be released for subcontracted work that has been completed, verified, and with prior written approval by the Owner, in accordance with Contract Documents, prior to substantial completion. Total retainage shall not be less than 5% until Substantial Completion is achieved and all required documentation, warranties, and close-out documents have been received and approved by Owner. § 11.1.8.3 Except as set forth in this Section 11.1.8.3, upon Substantial Completion of the Work, the Construction Manager may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 11.1.8. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage, such as upon completion of the Owner’s audit and reconciliation, upon Substantial Completion.) In accordance with Florida Statute §218.735, within 30 calendar days, or 45 days if over $10 million construction cost, of reaching substantial completion of the construction services, the Owner and Contractor shall work together to develop the single list of items and the estimated cost to complete each item on the list required to render complete, satisfactory, and acceptable the construction services purchased by the Owner. § 11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager, and the Construction Manager has demonstrated diligent efforts to complete the Work, the Owner shall pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201–2017, provided that such additional amounts shall not exceed the actual documented costs incurred by the Construction Manager due to the delay. § 11.1.10 Except with the Owner’s prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts shall be no less than that held by Owner on the prime contract. The Construction Manager shall execute subcontracts in accordance with those agreements and provide copies of all subcontracts to Owner upon request. § 11.1.12 In taking action on the Construction Manager’s Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager for payment purposes, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 11.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on-site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Construction Manager 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 Owner’s auditors acting in the sole interest of the Owner. § 11.2 Final Payment § 11.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract, except for the Construction Manager’s responsibility to correct Work as provided in Article 12 of AIA Document A201–2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 11.2.2.2. § 11.2.2 Within 30 days of the Owner’s receipt of the Construction Manager’s final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 11.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors’ findings to the Architect. § 11.2.2.2 Within seven days after receipt of the written report described in Section 11.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will Page 385 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 24 either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Article 9 of AIA Document A201–2017. The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201–2017. The Architect is not responsible for verifying the accuracy of the Construction Manager’s final accounting. § 11.2.2.3 If the Owner’s auditors’ report concludes that the Cost of the Work, as substantiated by the Construction Manager’s final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201–2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect’s final Certificate for Payment. § 11.2.3 The Owner’s final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: Final Payment - Within 20 business days after the single list of items is created in accordance with Florida Statute §218.735 as indicated in 11.1.8.3, upon receipt of a proper invoice or Application for Payment, the Owner shall pay the contractor the remaining contract balance that includes all retainage previously withheld by the Owner less an amount equal to 150 percent of the estimated cost to complete the items on the list, less any liquidated damages. Upon completion of all items on the list, the contractor may submit a payment request for the amount withheld by the Owner. If a good faith dispute exists as to whether one or more items identified on the list have been completed pursuant to the contract, the local governmental entity may continue to withhold up to 150 percent of the total costs to complete such items. If the Owner has provided written notice to the contractor specifying the failure of the contractor to meet contract requirements in the development of the list of items to be completed, the Owner must pay the contractor the remaining balance of the contract, less any items in dispute, less an amount equal to 150 percent of the estimated cost to complete the items that the local governmental entity intended to include on the list. § 11.2.4 If, subsequent to final payment, and at the Owner’s request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager’s Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. § 11.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due 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. (Insert rate of interest agreed upon, if any.) Prime Rate as published by the Wall Street Journal plus 2% % Annual, not to exceed maximum rate allowed by Florida law. ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201–2017. § 12.1.2 (Paragraphs deleted) Intentionally omitted. Page 386 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 25 § 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201–2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ]Arbitration pursuant to Article 15 of AIA Document A201–2017 [ X ]Litigation in a court of competent jurisdiction, either in Orange County Circuit Courts or the Orlando Middle District Federal Court with Florida law applying [ ]Other: (Specify) If the Owner and Construction Manager do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1, the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.3 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Article 14 of A201–2017. § 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Construction Manager and Owner agree will be retained by the Owner and that is not otherwise included in the Cost of the Work under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental Page 387 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 26 agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. § 13.1.6.1 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Agreement may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201–2017. § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 If the Owner terminates the Agreement for cause as provided in Article 14 of AIA Document A201–2017, the amount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201–2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager’ Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201–2017. § 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Construction Manager and Owner agree will be retained by the Owner and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201–2017, then the Owner shall pay the Construction Manager actual documented costs incurred up to the date of termination, plus reasonable demobilization costs, as follows: (Insert the amount of or method for determining the fee, if any, payable to the Construction Manager following a termination for the Owner’s convenience.) .1 Sum the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager’ Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner. *Not applicable to Preconstruction Phase Services. § 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document Page 388 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 27 A201–2017, except that the term "profit" shall be understood to mean the Construction Manager’s Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201–2017. Where reference is made in this Agreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.2 Successors and Assigns § 14.2.1 The Construction Manager binds itself, its partners, successors, assigns and legal representatives to all covenants, agreements, and obligations contained in the Contract Documents. The Construction Manager shall not assign the Agreement as a whole without written consent of the Owner. Any attempted assignment without such consent shall be void. The Owner may freely assign this Agreement to any governmental entity or authority. § 14.2.2 The Owner may, without consent of the Construction Manager, assign the Contract to any governmental entity, authority, or lender providing construction financing for the Project. The Construction Manager shall execute all consents required to facilitate any such assignment within five (5) business days of request. § 14.3 Insurance and Bonds § 14.3.1 Preconstruction Phase The Construction Manager shall maintain the following insurance for the duration of the Preconstruction Services performed under this Agreement in the form of a certificate of insurance issued on behalf of the City of Ocoee and naming the City as an additional insured, by companies acceptable to the City at the minimum limits and coverages listed below with deductible amounts acceptable to the City. The selected Contractor shall not commence any work in connection with an Agreement until all of the following types of insurance have been obtained and such insurance has been approved by the City, nor shall the Contractor allow any subcontractor to commence work on a subcontract until all similar insurance required of the subcontractor has been so obtained and approved. Policies other than Workers’ Compensation shall be issued only by companies authorized by subsisting certificates of authority issued to the companies by the Department of Insurance of Florida which maintain a Best’s Rating of "A" or better and a Financial Size Category of "VII" or better according to the A.M. Best Company. Policies for Workers’ Compensation may be issued by companies authorized as a group self-insurer by Ch. 440, Florida Statutes. § 14.3.1.1 Loss Deductible Clause: The City shall be exempt from, and in no way liable for, any sums of money which may represent a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the General Contractor and/or subcontractor providing such insurance. § 14.3.1.2 Workers’ Compensation Insurance: The Contractor shall obtain during the life of this Agreement, Worker’s Compensation Insurance with Employer’s Liability Limits of $500,000/$500,000/$500,000 for all the Contractor’s employees connected with the work of this project and, in the event any work is sublet, the Contractor shall require the subcontractor similarly to provide Workers’ Compensation Insurance for all of the latter’s employees unless such employees are covered by the protection afforded by the Contractor. Such insurance shall comply fully with the Florida Workers’ Compensation Law. In case any class of employees engaged in hazardous work under this contract for the City is not protected under the Workers’ Compensation statute, the Contractor shall provide, and cause each subcontractor to provide adequate insurance, satisfactory to the City, for the protection of the Contractor’s employees not otherwise protected. Include Waiver of Subrogation in favor of the City of Ocoee. § 14.3.1.3 Contractor’s Public Liability and Property Damage Insurance: The Contractor shall obtain during the life of this Agreement COMMERCIAL AUTOMOBILE COVERAGE, this policy should name the City of Ocoee as an additional insured, and shall protect the Contractor and the City from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operations under this Agreement whether such operations be by the Contractor or by anyone directly or indirectly employed by the Contractor, and the amounts of such insurance shall be the minimum limits as follows: § 14.3.1.4 Automobile Bodily Injury Liability & Property Damage Liability $1,000,000 Combined single limit per occurrence (each person, each accident) All covered automobiles will be covered via symbol 1 Liability coverage will include hired & non-owned automobile liability Include Waiver of Subrogation in favor of The City of Ocoee Page 389 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 28 § 14.3.1.5 Comprehensive General Liability (Occurrence Form) $2,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS-COMPLETED OPERATIONS AGGREGATE $1,000,000 PER OCCURRENCE $1,000,000 PERSONAL & ADVERTISING INJURY Include Waiver of Subrogation in favor of the City of Ocoee § 14.3.1.6 (Paragraphs deleted) Subcontractor’s Comprehensive General Liability, Automobile Liability and Worker’s Compensation Insurance: The Contractor shall require each subcontractor to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of these subcontractors in the Contractor’s policy, as specified above. (Table deleted) § 14.3.1.7 Owner’s Protective Liability Insurance: As applicable for construction projects, providing coverage for the named insured’s liability that arises out of operations performed for the named insured by independent contractors and are directly imposed because of the named insured’s general supervision of the independent contractor. The Contractor shall procure and furnish an Owner’s Protective Liability Insurance Policy with the following limits: $1,000,000, and per occurrence, $2,000,000. Aggregate and naming the City of Ocoee as the Named Insured. § 14.3.1.8 Contractual Liability: If the project is not bonded, the Contractor’s insurance shall also include contractual liability coverage to insure the fulfillment of the contract. NOTE: PUBLIC LIABILITY INSURANCE AND AUTOMOBILE LIABILITY INSURANCE, THE CITY SHALL BE NAMED AS ADDITIONAL INSURED. $1,000,000 PER OCCURRENCE $2,000,000 AGGREGATE § 14.3.1.9 Commercial Umbrella $5,000,000 § 14.3.1.10 Builders Risk To be determined at GMP § 14.3.1.11 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than Five Million Dollars ($5,000,000) per claim and Five Million Dollars ($5,000,000) annual aggregate. Coverage shall be maintained for a period of not less than five (5) years following completion of the Project. The deductible shall not exceed $100,000 without prior written approval from the City. § 14.3.1.12 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits.) Coverage Limits Excess / Umbrella Liability Use of an Excess/Umbrella policy shall be acceptable if the level of protection provided by the policy is equal to or more comprehensive than the primary general liability policy. Builder’s Risk Quote and limits to be provided at Construction Phase GMP Coverage shall equal 100% of the completed value of the structure, including all materials and equipment to be incorporated into the Work, whether stored on-site or off-site. Coverage shall be on a replacement cost basis with no coinsurance penalty provisions. Page 390 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 29 § 14.3.1.13 Additional Insured Obligations. The Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner, its officers, employees, and agents as additional insureds for claims arising out of or relating to the Construction Manager’s work, operations, or presence at the project site, including but not limited to claims caused in whole or in part by the Construction Manager’s acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall apply to both ongoing and completed operations. § 14.3.1.14 The Construction Manager shall provide certificates of insurance and complete copies of all insurance policies, including all endorsements, to the Owner that evidence compliance with the requirements in this Section 14.3.1. Certificates and policies shall be provided at least 30 days prior to commencement of work and upon each renewal thereafter. § 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment, the Owner and the Construction Manager shall purchase and maintain insurance as set forth above, Exhibit B, Insurance and Bonds, and elsewhere in the Contract Documents. A133–2019 Exhibit B and any other insurance requirements will be added to the Contract with the Guaranteed Maximum Price Amendment. § 14.3.2.1 The Construction Manager shall provide bonds on the forms provided by Owner in Exhibit B, and elsewhere in the Contract Documents. § 14.4 Notice in electronic format, pursuant to Article 1 of AIA Document A201–2017, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below, provided that any notice of claim, dispute, termination, or material breach must also be delivered in hard copy to the Owner’s designated representative via certified mail or overnight courier: (If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.) § 14.5 Other provisions: ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 This Agreement, together with the documents incorporated by reference herein, represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of any conflict between the terms of this Agreement and any incorporated documents, this Agreement shall control. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 15.2 The following documents comprise the Agreement: .1 AIA Document A133™–2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price (as modified by the parties) .2 AIA Document A133™-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executed and as modified by the parties .3 AIA Document A133™–2019, Exhibit B, Insurance and Bonds (as modified by the parties) Exhibit B-1 Performance Bond Exhibit B-2 Statutory Payment Bond .4 AIA Document A201™–2017, General Conditions of the Contract for Construction (as modified by the parties) .5 AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: Page 391 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 30 (Insert the date of the E203-2013 incorporated into this Agreement.) .6 Other Exhibits: (Check all boxes that apply.) [ ]AIA Document E234™–2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) [ ]Supplementary and other Conditions of the Contract: Document Title Date Pages .7 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201–2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Construction Manager’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) Exhibit #1 Certificate of Insurance and Builder’s Risk Insurance Exhibit #2 City’s Change Order Form Exhibit C, Construction Manager’s Wage Rates, as referenced in Section 7.2.2 above Exhibit D, Truth-in-Negotiation Certificate Exhibit E, Construction Manager’s Personnel During Pre-Construction/Design Phases Exhibit F, Construction Manager’s Personnel During Construction Phase Exhibit G, Certificate of Substantial Completion Exhibit H, Application and Certification for Payment Form Exhibit I, Final Payment Request Checklist Exhibit J, Construction Manager’s Affidavit of Contract Completion Exhibit K, Contract Drawings & Specifications, authored by JL2 Architecture Exhibit L, Clarifications, Assumptions, Exclusions and Allowances Exhibit M, Schedule of Values The Terms and Conditions of RFP #25-009 Construction Manager at Risk for the New Ocoee Fire Station #38 Facility, including all addenda, are incorporated into this agreement by reference. The Construction Manager’s Response to RFP #25-009 is incorporated into this agreement by reference. The Construction Manager’s Pre-Construction Services Proposal including Construction Manager’s Compensation, prior to execution of the GMP Amendment. Page 392 of 414 AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:07:32 ET on 01/14/2026 under Order No.500019949_1 which expires on 12/11/2026, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1733900365) 31 This Agreement is entered into as of the day and year first written above. OWNER: CITY OF OCOEE, FLORIDA CONSTRUCTION MANAGER: H.J. HIGH CONSTRUCTION COMPANY OWNER (Signature)CONSTRUCTION MANAGER (Signature) Honorable Mayor, Rusty Johnson Robert High,President Date: Date: (Row deleted) ATTEST: ATTEST: BY: BY: Melanie Sibbitt, City Clerk (Printed name and title) Date: Date: (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY CITY OF OCOEE THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND LEGALITY on , 2026, UNDER AGENDA this day of 2026. ITEM . FISHBACK DOMINICK BY: Richard S. Geller, Esq., City Attorney Page 393 of 414