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`Facilities Contract Administration Office
`E. A. MacMillan Building Annex
`Princeton, New Jersey 08544
`
`ARCHITECT-ENGINEER DESIGN
`SERVICES CONTRACT
`
`CONTRACT NUMBER FC0003914W
`
`WITH
`
`TOD WILLIAMS BILLIE TSIEN
`ARCHITECTS LLP
`
`FOR
`
`DESIGN SERVICES FOR THE ANDLINGER
`CENTER FOR ENERGY & ENVIRONMENT
`
`
`
`
`
`EXHIBIT A
`
`

`

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`CONTRACT NUMBER FC0003914W
`
`DESIGN SERVICES FOR THE ANDLINGER CENTER FOR ENERGY
`& ENVIRONMENT
`
`
`
`PART I – Agreement
`
`
`
`
`CONTENTS
`
`ARTICLE I - THE “CONTRACT” ................................................................................................................... 3
`ARTICLE II – DEFINITIONS ......................................................................................................................... 4
`ARTICLE III - DESIGNATED REPRESENTATIVES .................................................................................... 6
`ARTICLE IV - KEY PERSONNEL AND CONSULTANTS ............................................................................ 6
`ARTICLE V - PRINCETON UNIVERSITY’S RESPONSIBILITIES ............................................................... 7
`ARTICLE VI – ARCHITECT-ENGINEER’S GENERAL RESPONSIBILITIES .............................................. 8
`ARTICLE VII – ARCHITECT-ENGINEER’S BASIC SERVICES ................................................................ 15
`ARTICLE VIII - ADDITIONAL SERVICES BY ARCHITECT-ENGINEER ................................................... 23
`ARTICLE IX – COMPENSATION ............................................................................................................... 26
`ARTICLE X – PAYMENTS .......................................................................................................................... 29
`ARTICLE XI - TIME OF PERFORMANCE .................................................................................................. 30
`ARTICLE XII - INSURANCE AND INDEMNIFICATION ............................................................................. 30
`ARTICLE XIII – OWNERSHIP AND USE OF DOCUMENTS ..................................................................... 32
`ARTICLE XIV – ARCHIVE DRAWINGS AND SPECIFICATIONS ............................................................. 33
`ARTICLE XV – TERMINATION .................................................................................................................. 33
`ARTICLE XVI – SUSPENSION................................................................................................................... 35
`ARTICLE XVII - DISPUTE RESOLUTION .................................................................................................. 35
`ARTICLE XVIII – MISCELLANEOUS ......................................................................................................... 36
`
`NOTE: This Contract has been prepared based on the standard language
`included in Princeton University Contract Master AE Design Svcs v1.0(3-2009).
`Any revisions to the standard language agreed to by the Parties are highlighted in
`this document: deleted text is shown with strikeout and added/changed text with
`underline.
`
`Contract Master AE Design Svcs v1.0(3-2009) REVISED PER AGREEMENT OF THE PARTIES
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`

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`CONTRACT NUMBER FC0003914W
`
`
`
`
`PART I - AGREEMENT
`
`PROJECT/SERVICES
`
`EFFECTIVE DATE OF CONTRACT
`
`Design Services for the Andlinger Center for
`Energy & Environment
`
`February 12, 2009
`
`THE TRUSTEES OF PRINCETON UNIVERSITY
`
`ARCHITECT-ENGINEER
`
`TOD WILLIAMS BILLIE TSIEN ARCHITECTS LLP
`222 CENTRAL PARK SOUTH
`GROUND FLOOR
`NEW YORK, NY 10019
`
`PRINCETON UNIVERSITY
`FACILITIES CONTRACT ADMINISTRATION OFFICE
`E. A. MACMILLAN BUILDING ANNEX
`PRINCETON, NJ 08544
`
`This Architect-Engineer Design Services Contract (the “Contract”) for Design Services for the Andlinger
`Center for Energy & Environment (the “Services”) is made and entered into by and between The Trustees
`of Princeton University (hereinafter “Princeton University”), a New Jersey not-for-profit corporation
`existing under the laws of the State of New Jersey, with its principal offices in Princeton, New Jersey, and
`Tod Williams Billie Tsien Architects LLP (hereinafter “Architect-Engineer”), organized and existing under
`the laws of the State of New York and fully licensed and authorized to provide the required services under
`New Jersey law, with its principal offices located at the address shown above.
`
`WITNESSETH
`
`WHEREAS, Princeton University desires that the Architect-Engineer furnish the Services
`specified below for the design and development of plans and specifications so that the Project can be
`constructed ; and
`
`WHEREAS, Princeton University desires that the Architect-Engineer furnish the Services
`specified below for the design and development of comprehensive plans and specifications for the Project
`so that the Project can be constructed at a cost of construction not to exceed the Construction Budget,
`and the completed Project will comply with all applicable design criteria, laws, codes, regulations, and
`ordinances; and
`
`WHEREAS, the Architect-Engineer represents that it is willing and able to provide the Services
`specified herein and that it has the necessary skills and abilities to design the Project in accordance with
`the terms and conditions set forth herein; and
`
`NOW THEREFORE, the parties do mutually agree as follows:
`
`ARTICLE I - THE “CONTRACT”
`
`The Contract is comprised of the following documents, including all modifications thereof:
`Part I -- Agreement
`Part II – Project Description including the following documents:
`•
`Project Description for Architect-Engineer Design Services for the Andlinger Center for
`Energy and the Environment (ACEE) Project dated 10/20/2008 (Attached)
`Tod Williams Billie Tsien Architects Proposal dated November 17, 2008 submitted in
`response to RFP CAO-09-034W (Incorporated by Reference)
`The documents shall be complementary and are intended to include and imply all items required for the
`proper execution and completion of the Services (as defined in Article II). However, to the extent the
`terms of the documents may conflict, the documents shall control in the order listed above.
`
`•
`
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`CONTRACT NUMBER FC0003914W
`
`
`
`
`PART I - AGREEMENT
`
`All prior negotiations and writings of every kind concerning the Services described herein are superseded
`and supplanted by this Contract. Specifically, Letter Contract FC0003914W entered into with Tod
`Williams Billie Tsien Architects is encompassed into and superseded by this Contract and costs
`associated with services performed under the Letter Contract are included as a part of the compensation
`established by this Contract in Article IX.
`
`ARTICLE II – DEFINITIONS
`
`The following definitions are applicable to this Contract:
`The term “Architect-Engineer” aggregately refers to all of the Architects and Engineers in the
`(a)
`employ of the Architect-Engineer, as well as Basic Consultants and Specialized Consultants separately
`engaged by the Architect-Engineer in the performance of this Contract.
`The term “Additional Services” means those services as further described in Article VIII, which
`(b)
`may be performed by the Architect-Engineer as part of the Contract only if and to the extent specifically
`authorized by Princeton University in writing.
`The term “Archive Drawings and Specifications” means the record drawings and specifications
`(c)
`prepared by the Architect-Engineer upon completion of the Project, as more fully set forth in Article XIV.
`Archive Drawings are also sometimes referred to as “CAD Archive Drawings.”
`The term “Basic Services” means those services as more fully described in the Contract, which
`(d)
`Architect-Engineer shall perform within the NTE Price.
`The term “Basic Consultants” means the Consultants retained by the Architect-Engineer for the
`(e)
`performance of structural, mechanical, and electrical engineering services and specification writing
`services for the Project. In addition, if the Architect-Engineer is required to provide cost estimating
`services, the cost estimating consultant shall be a Basic Consultant. Compensation for Basic Consultants
`is included as a part of the Fixed Fee established for this Contract.
`The term “Construction Budget” means the budget established by Princeton University for the
`(f)
`construction of the Project, including construction contingency and the Contractor’s fee. The Architect-
`Engineer shall design the Project so that the Construction Cost does not exceed the Construction Budget
`as more fully set forth in Article VI(c).
`The term “Construction Cost” means the total actual or estimated cost to Princeton University of
`(g)
`all elements of the Project designed or specified by the Architect-Engineer, including construction
`contingency and the Construction Contractor’s fee. Construction Cost does not include the compensation
`of the Architect-Engineer, the costs of the land, rights-of-way, or financing.
`The term “Construction Documents” means the working drawings, specifications, general
`(h)
`conditions, supplementary general conditions, special conditions, addenda, and electronic submittals
`developed to set forth in detail all aspects of design, function and construction and will be used for
`estimating the cost of the Project, securing bids for constructing the Project, and directing a contractor in
`construction of the Project. The Construction Documents shall be full, complete, and accurate, enabling
`any competent contractor to carry them out.
`The term “Construction Schedule” means the schedule for the construction of the Project,
`(i)
`prepared by the Contractor during the Design Development Phase.
`The term “Consultants” refers collectively to all Basic Consultants and Specialized Consultants.
`(j)
`The term “Contract” means the contract between Princeton University and the Architect-
`(k)
`Engineer, comprised of the Agreement and the Scope of Professional Services.
`The term “Contractor” means the prime general contractor performing the construction work on
`(l)
`the Project, or the contractor retained by Princeton University to provide pre-construction services.
`The term “Cure Period” means the ten (10) day period under Article XV during which either party
`(m)
`may cure deficiencies in performance.
`
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`CONTRACT NUMBER FC0003914W
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`
`
`
`PART I - AGREEMENT
`
`The term “Design Development Documents” means plans, outline specifications and cost
`(n)
`estimates, and submittals developed from the Schematic Design Documents in greater detail to confirm or
`adjust, as required, all aspects of the schematic plans such as exterior design, mechanical and electrical
`systems, structural systems, area arrangement, foundation plans, etc., and revised cost information
`reflecting the more detailed development.
`The term “Design Documents” means collectively the Schematic Design Documents, the Design
`(o)
`Development Documents and the Construction Documents, prepared by the Architect-Engineer and its
`Consultants.
`The term “Design Schedule” means the detailed schedule for the design phases of the Project,
`(p)
`prepared by the Architect-Engineer during the Schematic Design phase, based on the Milestone Design
`Schedule.
`The term “Fixed Fee” means the Architect-Engineer’s fixed price compensation for the
`(q)
`performance of its Basic Services and those of its Basic Consultants. The Fixed Fee does not include
`compensation for Reimbursable Expenses or Specialized Consultants.
`The term “Investigations” means those investigations identified by the Architect-Engineer as
`(r)
`being necessary for the design and construction of the Project, as more fully described in Article V(f) of
`the Agreement.
`The term “Key Personnel” means the essential personnel of the Architect-Engineer and its
`(s)
`Consultants as more fully described in Article IV of the Agreement.
`The term “Milestone Design Schedule” means the schedule of critical milestones for the
`(t)
`performance of the Architect-Engineer’s Services under the Contract.
`The term “NTE Price” means the maximum compensation to the Architect-Engineer for Basic
`(u)
`Services, which is comprised of the Fixed Fee, the Specialized Consultants NTE Amount, and the
`Reimbursable Expense NTE Amount. The acronym NTE stands for “not-to-exceed”.
`The term “Princeton University” means The Trustees of Princeton University, the owner of the
`(v)
`Project, acting through its Princeton University Representatives.
`The term “Princeton University Representative(s)” means the Technical Representative and
`(w)
`the Administrative Representative of Princeton University authorized to bind Princeton University under
`the Contract.
`The term “Project Description” means the scope of the Project on which the Architect-
`(x)
`Engineer’s scope of Services is based and on which the Construction Budget was established.
`The term “Reimbursable Expenses” means those permitted expenses incurred by the Architect-
`(y)
`Engineer and its Consultants in the performance of Basic Services, as more fully described in Article IX(b)
`of the Agreement.
`The term “Reimbursable Expense NTE Amount” means the not-to-exceed limit on the
`(z)
`Architect-Engineer’s compensation for Reimbursable Expenses incurred in the performance of Basic
`Services under the Contract.
`The term “Schematic Design Documents” means drawings, outline specifications, and cost
`(aa)
`estimates developed to sufficient detail to indicate the exterior design of the Project; the functional
`relationships of all interior areas; the relationship of the Project to the site, other buildings and the
`campus; the materials used in construction; the types of mechanical, electrical and structural systems to
`be utilized; and the magnitude of the cost of each portion of the work.
`The term “Services” means all services to be performed by or on behalf of the Architect-Engineer
`(bb)
`pursuant to this Contract, including services performed by the Architect-Engineer, and by Basic
`Consultants and Specialized Consultants engaged by the Architect-Engineer.
`The term “Specialized Consultants” means the consultants, other than Basic Consultants,
`(cc)
`retained by the Architect-Engineer, as approved by Princeton University, including without limitation, civil
`
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`CONTRACT NUMBER FC0003914W
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`
`
`
`PART I - AGREEMENT
`
`engineering, acoustics, audio-visual, food service, lighting, security, landscape design, interior design,
`and graphics design.
`The term “Specialized Consultant NTE Amount” means the not-to-exceed limit on the Architect-
`(dd)
`Engineer’s compensation for Basic Services performed by Specialized Consultants.
`The term “Statement of Construction Cost” means the periodic estimates of the Construction
`(ee)
`Cost of the Project prepared at the end of each design phase by the Contractor and, if included in the
`Architect-Engineer’s scope of Services, by the Architect-Engineer’s cost Consultant.
`The term “Substantial Completion” means substantial completion of the construction contract,
`(ff)
`as defined therein.
`The term “Work” means all construction work for the Project to be performed by the Contractor or
`(gg)
`any other person or entity engaged by Princeton University as specified in the contract documents setting
`forth the Work.
`
`ARTICLE III - DESIGNATED REPRESENTATIVES
`
`(a)
`
`The Architect-Engineer’s designated representatives are:
`Tod Williams & Billie Tsien
`- Principals in Charge
`Jonathan Reo
`- Project Manager
`Princeton University’s designated project and administrative representatives (individually and
`(b)
`collectively herein “Princeton University Representatives”) are:
`Sam Rozycki
`- Project Manager (Technical Representative)
`Sharon R. Warkala
`- Contract Administrator (Administrative Representative)
`Agreements made by and/or actions taken by the Architect-Engineer, which by their nature effect
`(c)
`a change to this Contract, shall only be binding upon Princeton University when such agreement or action
`is specifically authorized in writing, in advance, by a Princeton University Representative. Therefore, any
`change undertaken by the Architect-Engineer at the direction of anyone other than a Princeton University
`Representative, or without the prior written authorization of a Princeton University Representative, is at
`the Architect-Engineer’s own risk.
`
`ARTICLE IV - KEY PERSONNEL AND CONSULTANTS
`
`Architect-Engineer’s Key Personnel. The Key Personnel of the Architect-Engineer specified
`(a)
`below, if any, are considered to be essential to the Services being performed hereunder:
`Tod Williams, Principal-In-Charge
`Jonathan Reo, Project Manager
`Billie Tsien, Principal-In-Charge
`Evan Ripley, Project Architect
`Philip Ryan, Senior Associate
`
`
`Basic Consultants. The Basic Consultants (including any Key Personnel), to be used by the
`(b)
`Architect-Engineer in the performance of this Contract, are:
`Basic Consultant
`Discipline
`MEP Engineer
`
`Arup
`
`Ballinger
`
`Associate Architect
`
`Cost Estimator
`Frank Hubach Associates
`
`Faithful & Gould
`Acoustics
`
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`Page 6
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`Key Personnel
`Fiona Cousins
`Brian Haggerty
`Eva Lew
`David Lang
`Paul Male
`Frank Hubach
`Steve Neal
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`

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`CONTRACT NUMBER FC0003914W
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`
`
`
`PART I - AGREEMENT
`
`Basic Consultant
`Jacobs Consultancy
`
`Jacobs
`
`Severud Associates
`
`Discipline
`Laboratory Consultant
`
`Key Personnel
`Josh Meyer
`Kathy Machin
`Cleanroom Architect/Consultant Bob Patterson
`Greg Owen
`Ed Messina
`Brian Falconer
`
`Structural Engineer
`
`Specialized Consultants. The Specialized Consultants (including any Key Personnel), to be
`(c)
`used by the Architect-Engineer in the performance of this Contract are:
`Specialized Consultant
`Discipline
`RW Sullivan
`Code Consultant
`Transsolar
`Sustainability Consultant
`
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`
`AV
`Curtainwall Consultant
`Elevator Consultant
`Graphics
`Hardware
`Lighting
`Spec Writer
`TEL/ DATA
`Security
`Waterproofing Consultant
`
`Key Personnel
`Kevin Hastings
`Thomas Auer
`Erik Olsen
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`TBD
`
`Change in Key Personnel or Consultants. Prior to reassigning any of the specified Key
`(d)
`Personnel to other projects, the Architect-Engineer shall notify Princeton University reasonably in
`advance and shall submit justification (including proposed substitutions) in sufficient detail to permit
`evaluation of the impact on the Project. This Contract may be amended from time to time during the
`course of the Contract to either add or delete Key Personnel, as appropriate. Any change to the Key
`Personnel listed above is subject to Princeton University’s prior written approval, which shall not be
`unreasonably withheld, and any such change made without the prior written approval of Princeton
`University may be considered a material breach of the Contract. Refer to Article VI(d)(4) regarding
`substitutions of Consultants.
`
`ARTICLE V - PRINCETON UNIVERSITY’S RESPONSIBILITIES
`
`Project Requirements. Prior to execution of this Contract, Princeton University has provided to
`(a)
`the Architect-Engineer the Project Description, which comprises Part II of the Contract, and which sets
`forth a description of Princeton University’s design objectives, constraints, and criteria and specifies the
`space requirements and relationships, flexibility and expandability, special equipment and systems and
`site requirements for the Project. Throughout the term of the Contract, Princeton University shall consult
`with the Architect-Engineer and provide in a timely manner such additional information as may be
`reasonably necessary for the Architect-Engineer to perform Architect-Engineer’s Services under this
`Contract.
`
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`CONTRACT NUMBER FC0003914W
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`
`
`
`PART I - AGREEMENT
`
`Project Schedule. Prior to execution of this Contract, Princeton University has established the
`(b)
`Project schedule. Princeton University will update the overall Project schedule as necessary.
`Construction Budget. Prior to execution of this Contract, Princeton University has established
`(c)
`the Construction Budget for the Project, which is based on the Project Requirements described in
`paragraph (a) above. The Construction Budget for the Project is $102,290,000.00 as more fully set forth
`in the Part II Project Description. Note that the Construction Budget has been established using current
`year dollars (March 2010) and that Princeton University will account for all escalation in its overall project
`budget (and not in the Construction Budget). An increase in the Construction Budget by Princeton
`University due to escalation shall not be a reason for an increase in the Architect-Engineer’s Fixed Fee,
`nor in the Specialized Consultant NTE Amount nor the Reimbursable Expenses NTE Amount.
`Review and Approval of Documents; Responsiveness.
`(d)
` The Princeton University
`Representative shall examine the documents submitted by the Architect-Engineer and shall render
`decisions pertaining thereto promptly to avoid unreasonable delay in the progress to the Architect-
`Engineer’s Services.
`Existing Conditions Documents. Upon request, Princeton University will provide access to and
`(e)
`copies of all available drawings and other documents describing the physical characteristics of the site of
`the Project. Architect-Engineer shall rely upon the completeness and accuracy of any and all information
`provided by, or on behalf of, Princeton University.
`Surveys. Princeton University will provide surveys of the site as mutually agreed upon with
`(f)
`Architect-Engineer, and the Architect-Engineer is entitled to rely on the accuracy of such surveys.
`Testing. Princeton University will provide geo-technical, structural, mechanical, chemical, air and
`(g)
`water pollution tests for hazardous materials and other laboratory and environmental tests, inspections,
`and reports required by law. The Architect-Engineer shall inform Princeton University of all surveys,
`investigations, inspections, or tests (collectively “Investigations”) which should be performed for the
`proper design and construction of the Project, but which are not within the scope of Architect-Engineer’s
`Services under this Contract, and render advice as to when such Investigations should be performed to
`avoid any delay to the completion of the Project. The Architect-Engineer shall assist Princeton University
`in preparing all information and instructions needed to enable Princeton University to solicit proposals for
`any such Investigations and to engage appropriate consultants to perform such Investigations. The
`Architect-Engineer shall review the results of all Investigations as they apply to Architect-Engineer’s
`design of the Project and take them into account appropriately in designing the Project.
`Hazardous Materials. Princeton University will provide services relating to hazardous or toxic
`(h)
`waste removal, including but not limited to, detection and abatement of all such hazards. Under no
`circumstances whatsoever shall Architect-Engineer have any responsibility for the discovery, presence,
`handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project
`site, including, but not limited to, asbestos, asbestos products, polychlorinated biphenyl (PCB), bacteria,
`mold, fungi, or other toxic substances, radon, infectious materials, or contaminants.
`Notice of Defects. Notice shall be given by Princeton University to the Architect-Engineer and
`(i)
`by the Architect-Engineer to Princeton University if either party becomes aware of any fault or defect in
`the Project or nonconformance with the Construction Documents.
`
`ARTICLE VI – ARCHITECT-ENGINEER’S GENERAL RESPONSIBILITIES
`
`Standard of Care. Architect-Engineer shall perform the Services hereunder this Agreement in
`(a)
`accordance with the standards of skill and care generally exercised by other design professionals in the
`same locale acting under similar circumstances and conditions.
`Project Administration Services. The Architect-Engineer shall provide all project administration
`(b)
`services necessary to facilitate the orderly progress of the Project, including attending Project meetings,
`communicating with others as appropriate, monitoring progress and issuing progress reports to Princeton
`University, supervising Architect-Engineer’s
`in-house personnel, directing Architect-Engineer’s
`Consultants and coordinating and managing information flow and decision-making.
`
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`CONTRACT NUMBER FC0003914W
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`
`
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`PART I - AGREEMENT
`
`(c)
`
`(d)
`
`Schedule for Architect-Engineer’s Services.
`Milestone Design Schedule. By executing this Contract, the Architect-Engineer
`(1)
`represents to Princeton University that the Milestone Design Schedule as set forth in Article XI
`herein is reasonable for the scope of Services to be performed hereunder.
`Design Schedule. During the Schematic Design Phase, the Architect-Engineer shall
`(2)
`prepare a comprehensive Design Schedule, based on the Milestone Design Schedule. The
`Design Schedule shall be presented in Princeton University’s required format, and shall be
`prepared using computer software designated by Princeton University. The Design Schedule
`shall be provided to Princeton University electronically or on diskette upon request. The Design
`Schedule shall include all milestones identified in the Milestone Design Schedule, and shall
`identify deadlines for information exchange and decision-making, major meetings, progress and
`end-of-phase document submissions, Princeton University review/approval periods, submission
`for approval of authorities having jurisdiction, and value engineering sessions or other major
`activities as are appropriate to the Project. The Architect-Engineer shall continuously monitor the
`Design Schedule and shall notify Princeton University of actions required to maintain the
`schedule. The Architect-Engineer shall update the Design Schedule at each project meeting;
`provided, however, that milestone dates may be modified only with the approval of Princeton
`University.
`Construction Schedule. The Contractor shall prepare the proposed Construction
`(3)
`Schedule for the Project (during the design phase in which the construction contract is executed).
`The Construction Schedule shall coordinate, integrate and combine schedules for all aspects of
`the Project, including the design, bidding, negotiation and construction phases, incorporating a
`detailed schedule of pre-construction activities, construction activities sequences and durations,
`allocations and scheduling of labor activities, purchase order placement and deliveries of
`materials and equipment, preparation and processing of shop drawings and submittals, and
`Architect-Engineer’s and Princeton University’s review time, and including a schedule for the
`Architect-Engineer’s services under this Contract. Such schedule shall be in format and detail
`satisfactory to Princeton University, and shall include a construction scheduling plan based upon
`the critical path method detailing the working days necessary for the critical path, noncritical path,
`and float time in the sequence of the Work and analysis and explanation thereof. If such
`schedule will require Architect-Engineer to complete some or all of its services under this
`Contract within time intervals shorter than those illustrated in the Architect-Engineer’s Design
`Schedule, Contractor shall consult with the Architect-Engineer in analyzing, alternatives for
`complying with such shorter time schedule. The Contractor’s proposed Construction Schedule
`shall be subject to the review and acceptance of Princeton University, and upon approval by
`Princeton University, the Construction Schedule shall be the binding schedule for Architect-
`Engineer’s performance of its duties under this Contract.
`(4)
`In the event Architect-Engineer is delayed in the performance of its Services through no
`fault of its own, then Architect-Engineer may be entitled to an adjustment in the time required to
`perform its Services. Architect-Engineer will promptly notify Princeton University of any such
`delay that will have a possible impact on the schedule.
`Project Cost Control.
`Duty to Design the Project Within the Construction Budget. Architect-Engineer shall
`(1)
`design the Project so that the Construction Cost to construct the Project in accordance with the
`Construction Documents prepared by the Architect-Engineer and its Consultants does not exceed
`the Construction Budget. The Architect-Engineer acknowledges that the Construction Budget
`includes adequate provision for the construction of all elements of the Project designed by or
`specified by the Architect-Engineer and its Consultants as contemplated by the Project
`Description attached as Part II of the Contract.
`Modification of Construction Budget. The Architect-Engineer acknowledges that it is
`(2)
`expected that the Construction Budget will not change throughout the duration of the Project,
`except to the extent that Princeton University makes changes to the Project Description for the
`
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`Case 3:19-cv-21248-BRM-LHG Document 1-1 Filed 12/10/19 Page 10 of 46 PageID: 35
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`CONTRACT NUMBER FC0003914W
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`PART I - AGREEMENT
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`Project on which the Construction Budget was based. If Princeton University proposes changes
`to the mutually agreed upon Project Description, the Architect-Engineer shall inform Princeton
`University of the cost implications to the Project. The Construction Budget may be modified only
`in a writing executed by Princeton University and may result in an adjustment to the Fixed Fee
`where there has been a change to the Project Description. However, should Princeton
`University, without change to the Project Description, increase the Construction Budget for any
`reason attributable to Architect-Engineer’s failure to design the Project within the Construction
`Budget, the Architect-Engineer’s Fixed Fee shall remain unchanged even if such increase in the
`Construction Budget is attributable to the Contractor’s estimating errors, lack of reasonable efforts
`to maximize subcontractor competition, or other reasons within the control of the Contractor.
`Periodic Statements of Construction Cost. Princeton University will require the
`(3)
`Contractor to prepare and update detailed Statements of Construction Cost based on the Design
`Documents prepared by Architect-Engineer. In addition, if included in the Architect-Engineer’s
`scope of Services, the Architect-Engineer shall retain a cost estimating consultant to
`independently prepare and periodically update Statements of Construction Cost in a format
`compatible with that of the Contractor. Such Statements of Construction Cost shall be prepared
`and submitted in accordance with the schedule set forth in Article XI, Time of Performance. The
`Contractor (and the Architect-Engineer’s cost estimating Consultant, if any), shall monitor the
`development of the Design Documents by the Architect-Engineer and shall monitor the costs of
`materials, building systems, equipment and labor and shall develop detailed cost data from which
`their respective Statements of Construction Cost can be prepared. The Contractor shall also
`inform