edpa-blanket-11-06-2024.pdf

EXECUTIVE DESIGN PROFESSIONAL AGREEMENT – BLANKET

BETWEEN

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

AND

FIRM NAME

MONTH/day/year

November 6, 2024 Index to Documents Executive Design Professional Agreement – Blanket

INDEX TO DOCUMENTS

AGREEMENT

EXHIBITS

November 6, 2024 I of II Table of Contents

TABLE OF CONTENTS

COVER PAGE

INDEX TO DOCUMENTS

ARTICLE 1 – GENERAL PROVISIONS

1.1 GENERAL REQUIREMENTS

1.2 DESIGN PROFESSIONAL STANDARD OF CARE

1.3 DEFINITIONS

ARTICLE 2 – BASIC SERVICES

2.1 GENERAL

2.2 SCHEMATIC DESIGN PHASE

2.3 DESIGN DEVELOPMENT PHASE

2.4 CONSTRUCTION DOCUMENTS PHASE

2.5 BIDDING PHASE

2.6 CONSTRUCTION PHASE

2.7 INDEPENDENT SEISMIC/STRUCTURAL REVIEW

2.8 SCHEDULE

ARTICLE 3 – ADDITIONAL SERVICES

ARTICLE 4 – UNIVERSITY RIGHTS AND RESPONSIBILITIES

4.1 ADMINISTRATION

4.2 PROVISION OF INFORMATION, SURVEYS, REPORTS, AND DATA

ARTICLE 5 – COMPENSATION

5.1 COMPENSATION FOR BASIC SERVICES

5.2 COMPENSATION FOR ADDITIONAL SERVICES OR FOR EXTENSIONS OF CONTRACT TIME

5.3 REIMBURSABLE EXPENSES

5.4 TOTAL MAXIMUM COMPENSATION

ARTICLE 6 – PAYMENTS

6.1 PAYMENTS FOR BASIC SERVICE

6.2 PAYMENTS FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES

6.3 TAX BENEFITS

ARTICLE 7 – DESIGN PROFESSIONAL'S RECORDS AND FILES

ARTICLE 8 – OWNERSHIP AND USE OF DOCUMENTS

8.1 DRAWINGS, SPECIFICATIONS, AND PRESENTATION MATERIALS

8.2 CONSTRUCTION DOCUMENTS

8.3 INDEMNIFICATION

ARTICLE 9 – DISPUTES

9.1 NEGOTIATION

9.2 MEDIATION

9.3 ARBITRATION OR LITIGATION

9.4 PERSONAL INJURY, WRONGFUL DEATH OR PROPERTY DAMAGE

ARTICLE 10 – INDEMNIFICATION AND INSURANCE

10.1 INDEMNIFICATION

10.2 INSURANCE REQUIREMENTS

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ARTICLE 11 – STATUTORY AND OTHER REQUIREMENTS

11.1 NONDISCRIMINATION

11.2 PREVAILING WAGE RATES

11.3 PAYROLL RECORDS

11.4 APPRENTICES

11.5 WORKDAY

11.6 PATIENT HEALTH INFORMATION

11.7 INFECTIOUS ILLNESS PRECAUTIONS

11.8 CODE OF CONDUCT

ARTICLE 12 – EXTENT OF AGREEMENT

12.1 AUTHORITY OF AGREEMENT

12.2 EXHIBITS

12.3 THIRD-PARTY BENEFICIARIES

12.4 SURVIVAL

ARTICLE 13 – FEDERAL AND STATE GRANTS

ARTICLE 14 – NOTICES

14.1 UNIVERSITY

14.2 DESIGN PROFESSIONAL

ARTICLE 15 – SUCCESSORS AND ASSIGNS

15.1 DESIGN PROFESSIONAL'S DEATH OR INCAPACITATION

ARTICLE 16 – TERMINATION OF AGREEMENT

16.1 UNIVERSITY-INITIATED TERMINATION

16.2 DESIGN PROFESSIONAL-INITIATED TERMINATION

16.3 DOCUMENTS AND MATERIALS

ARTICLE 17 – STATISTICAL REPORTING

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BETWEEN

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

AND

THE DESIGN PROFESSIONAL

This AGREEMENT is made on the _________day of _____________ in the year ______ between The Regents of the University of California, a California Corporation, hereinafter called “University” and {INSERT THE NAME OF THE EXECUTIVE ARCHITECT OR ENGINEER} hereinafter called “Design Professional”.

{CONTINUE THE PARAGRAPH AFTER CHOOSING THE APPROPRIATE OPTION:

1. IF THE FIRM IS A CORPORATION, USE THE CORPORATE TITLE.

2. IF THE FIRM IS A PARTNERSHIP, LIST THE NAMES OF ALL OF THE PARTNERS. IF THE

PARTNERSHIP IS OPERATING AS A “DOING BUSINESS AS (DBA)” FIRM, INCLUDE THE DBA NAME. FOR A GENERAL PARTNERSHIP, STIPULATE AFTER ALL LISTED NAMES THE TERM “Co-partners.”

3. IF THE FIRM IS A SOLE PROPRIETORSHIP, LIST THE NAME OF THE INDIVIDUAL, FOLLOWED BY THE WORDS “An Individual.” IF THE SOLE PROPRIETORSHIP IS OPERATING AS A DBA FIRM, INCLUDE THE

DBA NAME.}

The Order Period shall be from the date of the Agreement of MM/DD/YYYY to MM/DD/YYYY.

The above named individual or firm shall be the Executive Architect or Engineer and shall comply with the licensing laws of the State of California regarding the practice of Architecture or Engineering in performing the services set forth in this Agreement and in each written Authorization issued pursuant to this Agreement for the following services:

TYPE OF SERVICES

Describe type of service(s).

[THIS SPACE INTENTIONALLY LEFT BLANK]

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ARTICLE 1 – GENERAL PROVISIONS

1.1 GENERAL REQUIREMENTS

1.1.1 This Agreement shall be governed by the laws of the State of California.

1.1.2 In the event of a conflict between the provisions of any exhibit to this Agreement and the Agreement, the provisions of this Agreement shall govern.

1.1.3 University's exercise of any of its rights or remedies prescribed in this Agreement shall not relieve Design Professional from responsibility for damages or other losses incurred or to be incurred by University as a result of Design Professional's breach of its obligation under this Agreement.

1.1.4 Time is of the essence for this Agreement.

1.1.5 Design Professional shall cooperate with University, its designees, and Contractor in furthering the interests of University.

1.1.6 Design Professional shall cooperate with other professionals University may employ for related work.

1.1.7 To the extent required by University, Design Professional shall consult with authorized employees, agents, and representatives of University relative to the design and construction of a Project.

1.1.8 Design Professional shall perform all services in compliance with applicable laws, codes, rules, regulations, ordinances, University policies, and Facility standards. University policies include without limitation those related to Seismic Safety and Sustainable Practices.

1.1.9 Services required by this Agreement include, at no additional cost to University, all services necessitated, in whole or in part, by errors and omissions of, or breach of this Agreement by, Design Professional, its subconsultants, or any person or entity working under Design Professional.

1.1.10 The Architect of Record or Engineer of Record named in the written Authorization shall attend design-related meetings for the applicable Scope of Work, unless a substitution mutually acceptable to Design Professional and University is made.

1.1.11 Consultant/Design Professional shall pay all persons providing services and/or any labor on site, including any University location, no less than UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) and shall comply with all applicable federal, state and local working condition requirements.

1.1.12 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The counterparts of this Agreement may be executed via a University approved digital signature process and shall have the same force and effect as the use of a manual signature. The University reserves the right to reject any digital signature that cannot be positively verified by the University system as an authentic digital signature.

(INSERT THE FOLLOWING LANGUAGE IF DESIGN PROFESSIONAL WAS AWARDED THE AGREEMENT

THROUGH THE SHELTERED APPLICANT POOL PROGRAM)

1.1.13 This Agreement shall be governed by the University of California Sheltered Applicant Pool program. Prior to performing services hereunder, Design Professional shall substantiate that a minimum of 51% of the work to be performed herein shall be performed by an SBE or DVBE, including any services provided by subconsultants.

Design Professional and any subconsultants must complete and submit a UC Confirmation of Certification form.

Design Professional's failure to meet the 51% Minimum SBE/DVBE requirement shall be reviewed by the University, and, at the University's discretion, may be cause for removal from the Sheltered Applicant Pool program.

1.2 DESIGN PROFESSIONAL STANDARD OF CARE

1.2.1 Design Professional, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Design Professional is responsible, shall provide all services pursuant to this Agreement in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope, and complexity of the Project (including its contracting mode).

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1.3 DEFINITIONS

Unless defined differently herein, terms used in this Agreement shall have the same meaning as those used in University's Bidding Documents General Conditions in the Exhibits.

1.3.1 Agreement. The term “Agreement” means this Agreement, Supplemental Requirements, Exhibits, Written Authorization, Amendments, and all other documents identified in this Agreement which together form the agreement between University and the Design Professional for the Work. The Agreement constitutes the complete agreement between University and the Design Professional and supersedes any previous agreements or understandings.

1.3.2 Architect (or Engineer) of Record. The term “Architect of Record” or “Engineer of Record” shall mean the specific University-approved Design Professional named in the applicable written Authorization who is the Design Professional's designated principal or staff member in charge of providing all services required by this Agreement.

1.3.3 As-builts (As-built Drawings and Specifications). The term “As-builts” shall mean the marked-up version of the Contract Documents prepared by the construction Contractor to record as-built conditions, current changes, and selections made during construction.

1.3.4 Bidding Documents. The term "Bidding Documents" shall mean those documents prepared and furnished by University for the purpose of obtaining bids from contractors to construct the Project, including without limitation, the General Conditions and General Requirements attached in the Exhibits.

1.3.5 Construction Budget. The term “Construction Budget” shall mean University's written statement of funds available to pay for the cost of construction.

1.3.6 Construction Documents. The term "Construction Documents" shall mean the documents prepared and furnished by the Design Professional to be used for bidding the construction work for the Project identified in a written Authorization.

1.3.7 Contract Documents. The term "Contract Documents" shall mean the Advertisement for Bids, Instructions to Bidders, Supplementary Instructions to Bidders, Bid Form, Agreement, General Conditions, Supplementary Conditions, Exhibits to the Construction Documents, Specifications, List of Drawings, Drawings, Addenda, Notice to Proceed, Change Orders, Notice of Completion and all other items identified as contract documents in the Construction Contract Agreement for the Scope of Work identified in a written Authorization.

1.3.8 Coordination. The term "Coordination" shall mean that the documents shall be consistent and in conformance each part with all other parts.

1.3.9 Estimated Project Construction Cost. The term “Estimated Project Construction Cost” shall mean Design Professional's written estimate in the form specified by University in the Exhibits, of the total Construction Cost of the Project at the various stages of the design process.

1.3.10 Facility. The term “Facility” means the University of California, Davis Health, Facilities Design and Construction.

1.3.11 Order Period. The term “Order Period” under this Agreement means the period of time specified above for issuance of written Authorizations to Perform Services.

1.3.12 Period of Performance. The term “Period of Performance” under the Agreement shall be as specified in any written Authorizations to Perform Services, or subsequent revisions thereto, issued during the Order Period.

1.3.13 Project. The term “Project” means the project described in each written Authorization issued by the University.

1.3.14 Project Architect (or Engineer). The term “Project Architect” or “Project Engineer” shall mean the specific University-approved Design Professional named in the applicable written Authorization who is the Design Professional's designated architect (or engineer) who is the first point of contact in providing all services required by this Agreement.

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1.3.15 Project Program. The term "Project Program" shall mean a written statement in the Exhibits or applicable written authorization of University's design objectives, constraints, and criteria, including space requirements and relationships, flexibility and expendability, special equipment and systems, and Project site requirements.

1.3.16 Project Schedule. The term “Project Schedule” shall mean the schedule prepared by University showing project milestones, funding, design, design review, construction, and other deadlines applicable to the Project.

1.3.17 Record Documents. The term "Record Documents" shall mean those documents (including without limitation the updated version of the Construction Documents) prepared by the Design Professional incorporating Addenda, Change Orders and information from the As-Builts and other data furnished by Contractor to Design Professional.

1.3.18 University. The term "University" shall mean the Regents of the University of California.

1.3.19 University’s Representative. The term "University’s Representative" shall mean the person or entity providing University’s Representative services as indicated in the Contract Documents including, but not limited to, issuance of written communications with the Contractor.

1.3.20 University's Designated Administrator. The term "University's Designated Administrator” shall mean the individual acting as University’s Designated Administrator pursuant to paragraph 4.1.1.

ARTICLE 2 – BASIC SERVICES

The University will authorize the Design Professional to perform specific services by the issuance of a written Authorization(s) on the form contained in the Exhibits. Each written Authorization will identify the specific Basic and/or Additional Services described in the Supplemental Requirements to be performed, the schedule for their completion, and the method of compensation.

If a change in the scope, cost and/or duration of these services is necessary, the change will be set forth in writing in a revised Authorization.

Basic Services to be provided by Design Professional include the services described in this Article 2 and as further described in the Supplemental Requirements in the Exhibits.

2.1 GENERAL

2.1.1 The services of Design Professional shall be performed in accordance with this Agreement and the Supplemental Requirements in the Exhibits.

2.1.2 To the extent deemed necessary by Design Professional, Design Professional shall employ architects, mechanical, electrical, structural, and civil engineers licensed as such by the State of California, and such other consultants necessary for the provision of services under this Agreement. All consultants provided under basic services shall be paid by Design Professional. Design Professional shall submit, for approval by University, names of consultants for each professional element of service of the Project. University-approved consultants provided under basic service shall be as named in the applicable written authorization.

Nothing in the foregoing shall create any contractual relationship between University and any consultants employed by Design Professional under the terms of this Agreement. Design Professional is as responsible for the performance of its consultants as it would be if it had rendered these services itself.

2.1.3 Design Professional shall designate a principal or a staff member as the Project Architect or Project Engineer. So long as the Project Architect or Project Engineer performs in a manner acceptable to University, and remains in Design Professional's employ, the Project Architect or Project Engineer shall remain the first point of contact for all design and other services required under this Agreement, including attending design-related meetings for the Project, unless a substitution mutually acceptable to Design Professional and University is made. University-approved Project Architect or Project Engineer shall be the person named in the applicable written authorization:

Additionally, the University may require other individuals working for the Design Professional or its subconsultants to attend design-related meetings as requested by University.

2.1.4 Design Professional shall assist University in fulfilling the requirements of the authorities and funding agencies whose interests bear on the design, cost, and construction of the Project.

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2.1.5 Design Professional shall abide by all regulations imposed by authorities having jurisdiction over the Project.

2.1.6 Design Professional shall review site surveys; existing record documents; seismic data; mechanical, geotechnical, and other test reports; environmental documents, and any other documentation furnished by University.

From an examination of the site and a review of available information, Design Professional shall determine whether such data are sufficient for purposes of design or whether additional data are needed and, if so, recommend the manner in which it be provided and needed services obtained. Design Professional may rely on the information provided by University but only to the extent such reliance shall be consistent with Design Professional’s obligations under this Agreement.

2.1.7 Review, approval or acceptance of Design Professional's work whether by University or others and whether during Schematic Design Phase, Design Development Phase, Construction Documents Phase, Bidding Phase, Construction Phase, Guarantee to Repair Period, or otherwise, shall not relieve Design Professional from responsibility for errors and omissions in Design Professional's work.

2.1.8 Design Professional shall, at no cost to University, satisfactorily correct any and all errors, omissions, deficiencies, or conflicts in the Construction Documents prepared by Design Professional or Design Professional’s consultants promptly upon discovery or notice. The obligations of Design Professional to correct defective or nonconforming Work shall not in any way limit any other obligations of Design Professional.

2.2 SCHEMATIC DESIGN PHASE

2.2.1 Upon University’s written direction to proceed, Design Professional shall provide Schematic Design Phase services described herein and in the Supplemental Requirements in the Exhibits including, without limitation, Schematic Design Documents for approval by University.

2.3 DESIGN DEVELOPMENT PHASE

2.3.1 Upon University's written direction to proceed, Design Professional shall provide Design Development Phase services as described herein and in the Supplemental Requirements in the Exhibits and based on Schematic Design documents approved in writing by University and any written adjustments in the scope or quality of the Project or in the Construction Budget including, without limitation, Design Development Documents for approval by University.

2.4 CONSTRUCTION DOCUMENTS PHASE

2.4.1 Upon University's written direction to proceed, Design Professional shall provide Construction Documents Phase services as described herein and in the Supplemental Requirements in the Exhibits and based on Design Development documents approved in writing by University and any written adjustments in the scope or quality of the Project or in the Construction Budget including, without limitation, Construction Documents for approval by University.

2.4.2 The Drawings and Specifications shall be consistent with the University's General Conditions in the Exhibits and the Division 1 tailored for the Project including but not limited to any Facility requirements.

2.5 BIDDING PHASE

2.5.1 Upon University's written direction to proceed, Design Professional shall provide Bidding Phase services as described herein and in the Supplemental Requirements in the Exhibits.

2.5.2 If the lowest responsive total bid price received exceeds the Construction Budget {PERCENTAGE, e.g.

10%}, University may, at its discretion, (1) authorize rebidding of the Project within a reasonable period of time; or (2) require Design Professional, at Design Professional's expense, to modify the Project design and the Construction Documents in order to reduce the Estimated Project Construction Cost to a level that falls within the Construction Budget.

2.6 CONSTRUCTION PHASE

2.6.1 Upon University's written direction to proceed, Design Professional shall provide Construction Phase services as described herein and in the Supplemental Requirements in the Exhibits.

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2.6.2 The Construction Phase will commence on the date the Agreement between University and Contractor is signed by University and will terminate one year after Notice of Completion or Notice of Cessation, or in the absence of either a Notice of Completion or Notice of Cessation, one year after Final Completion.

2.6.3 Except as otherwise provided in the Contract Documents or as directed by University, all written communications with Contractor shall be sent and received by University’s Representative.

2.6.4 Design Professional shall render design interpretations of, and design decisions regarding, the Contract Documents that are necessary for the proper execution or progress of the Work including provision of clarifications and interpretations of the Contract Documents that are consistent with the intent of the documents but which do not involve a change in the scope of the Work. Such clarifications and interpretations shall not involve an adjustment of the Contract Sum or an extension of the Contract Time.

2.6.5 Design Professional shall not be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the Work, unless Design Professional specifies, directs, recommends or approves such means, methods, techniques, sequences, procedures, or safety precautions/programs.

2.6.6 Design Professional shall prepare drawings, specifications, supporting data, and other services in connection with Field Orders and Change Orders as required by the Supplemental Requirements in the Exhibits. Design Professional will be paid for these services, as Additional Services, if it (1) submits a written estimate of the cost of such service within 10 business days or less of the notification that the services are required and (2) the cost of such services do not exceed the estimated amount, as thereafter approved in writing by University.

Under no circumstances will the Design Professional be entitled to additional compensation for such services for any individual Change Order without prior written approval of University.

2.6.7 However, no additional compensation shall be paid to Design Professional for the preparation of Change Orders, including the preparation of Drawings, Specifications, and supporting data and other services required in connection with the preparation of Change Orders until the total cumulative value (calculated by adding the absolute values of both additive and deductive changes not caused, in whole or in part, by Design Professional errors or omissions) exceeds {10} percent of the Contract Sum.

2.6.8 Design Professional shall provide Record Documents as described herein and in the Supplemental Requirements in the Exhibits.

2.6.9 Design Professional shall review the Work at 11 months after Substantial Completion or Final Completion, as applicable, and shall make written recommendations to University for the correction of any deficiencies as required by the Supplemental Requirements in the Exhibits. Dates for inspections shall be as mutually agreed by the parties within the 11th month time frame. The number of work hours associated with the on-site review and preparation of written recommendations shall not exceed {8} hours excluding review and preparation necessitated in whole or in part by Design Professional’s errors and omissions.

2.7 INDEPENDENT SEISMIC/STRUCTURAL REVIEW

2.7.1 Projects are subject to an independent seismic/structure review conducted by University and at University expense. Design Professional shall attend meetings as necessary to resolve all seismic issues. Design Professional shall present Drawings and other items as necessary to describe the Project design.

2.8 SCHEDULE

2.8.1 Design Professional acknowledges that all time limits stated in this Agreement are of the utmost importance to University. Design Professional shall meet the Project Schedule, which may be revised from time to time by mutual agreement, for completion of Design Professional's services.

2.8.2 Design Professional shall submit its proposed work plan for the performance of Design Professional's services within {5} calendar days following the later of (1) the execution date of this Agreement, or (2) the date on which University authorizes Design Professional to begin performing Schematic Design Phase services. Design Professional’s work plan shall include without limitation, a schedule for how Design Professional will comply with the Project Schedule.

Design Professional's work plan shall include allowances for the periods of time required for University's review and approval of submissions and for approvals by authorities having jurisdiction over the Project. Design Professional's

November 6, 2024 8 of 21 Agreement work plan, when approved by University, shall not be exceeded by Design Professional except when University and Design Professional mutually agree, in writing, to a revised Project Schedule.

2.8.3 The total time scheduled for full completion of Design Professional's services for each phase of the Project shall not exceed the durations listed in the applicable written authorization, unless mutually agreed upon in writing by Design Professional and University. The durations for University review period listed in the Project Schedule shall be computed from the date on which a clear, complete submittal is received by University. University's failure to meet its commitment to provide written requested information or to review within the stipulated time frames shall be cause for an adjustment in the Project Schedule. However, submittals received for review which are rejected, in writing, as not meeting the deliverables required by submittal requirements of this Agreement and the attachments thereto, shall not be cause for adjustment of the Project Schedule, and any such delay caused by such rejected submittals shall be at the sole responsibility of Design Professional.

ARTICLE 3 – ADDITIONAL SERVICES

3.1.1 Unless required in Article 2 of this Agreement or in the Supplemental Requirements to be performed as part of Basic Services, the services described in this Agreement and the Supplemental Requirements are Additional Services. These Additional Services shall be paid for by University, as provided in this Agreement, in addition to the compensation for Basic Services. Design Professional shall provide Additional Services only when and as authorized in a written Authorization signed by University. No Additional Services shall be compensable unless so authorized.

ARTICLE 4 – UNIVERSITY RIGHTS AND RESPONSIBILITIES

4.1 ADMINISTRATION

4.1.1 For each project University shall designate, in writing, an Administrator who will act on behalf of University with respect to this Agreement. Design Professional shall accept directives only from University's Designated Administrator and not from other University employees or consultants. University may replace University's Designated Administrator at its sole option; if this replacement is made, University shall notify Design Professional in writing.

4.1.2 University shall designate, in writing, prior to bidding any project, a University’s Representative.

4.2 PROVISION OF INFORMATION, SURVEYS, REPORTS, AND DATA

4.2.1 University shall have the right to make changes to the Project Program. When such changes increase the duties of Design Professional beyond those reasonably and customarily provided in Basic Services, Design Professional shall be compensated in accordance with this Agreement.

4.2.2 University shall have the right to make reasonable changes to its Bidding Documents and Design Professional shall be bound by such changes. When such changes increase the duties of Design Professional, beyond those reasonably and customarily provided in Basic Services, Design Professional shall be compensated in accordance with this Agreement.

4.2.3 University shall furnish structural, mechanical, electrical, chemical, soils, and other tests, inspections, and reports as required by law or by the Contract Documents, which are not required to be furnished by Contractor under the Contract Documents.

4.2.4 University shall update the Project Schedule as dates and durations applicable to the Project such as funding deadlines, review periods, anticipated periods of Project suspension, and construction deadlines become known.

4.2.5 If required for the performance of Design Professional's services, University shall furnish an accurate land survey of the Project site, giving, as applicable, grades and lines of streets, alleys, pavements, and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the site; locations, dimensions, and floor elevations pertaining to existing buildings, other improvements, and trees;

and information in University's possession concerning available service and utility lines, both public and private.

4.2.6 University shall furnish geotechnical data when these data are reasonably deemed necessary by Design Professional, including test logs, soil classifications, soil bearing values, and other data necessary to define subsoil conditions.

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4.2.7 The University shall have the right to require Design Professional and its subconsultants to participate in meetings and provide documents and data (in addition to those required by Basic Services) and to perform Additional Services, pursuant to this Agreement, whether or not such Additional Services are described in the Agreement or the Supplemental Requirements.

4.2.8 The services, information, surveys, reports, and Additional Services required by this Article 4 shall be furnished at University's expense.

ARTICLE 5 – COMPENSATION

University will compensate Design Professional for the scope of services provided, in accordance with this Article 5 and with the other terms and conditions of this Agreement, as follows:

5.1 COMPENSATION FOR BASIC SERVICES

5.1.1 The fee for Basic Services shall be computed as follows unless mutually agreed upon in writing by Design Professional and University in a written Authorization:

For services rendered in accordance with this Agreement, the basis for compensation shall be a lump-sum fee as specified in the applicable written authorization, payable upon completion of each Project phase, after the review and approval by University, in accordance with the following schedule:

PHASE OR STAGE COMPLETED PORTIONS OF TOTAL FEES TO BE PAID AT COMPLETION

Schematic Design Phase 10% Design Development Phase Increase to 30% Construction Documents Phase Increase to 80% Bidding Phase (Award of Construction Contract) Increase to 85%

(Or a proportional percentage when a portion of the Project is awarded) Construction Completed Increase to 95% Receipt of Design Professional’s Record Documents Increase to 99% Guarantee to Repair Period Services Completed Increase to 100%

5.2 COMPENSATION FOR ADDITIONAL SERVICES OR FOR EXTENSION OF CONTRACT TIME

5.2.1 For the Additional Services of Design Professional, as described in Article 3, including the Additional Services of consultants, compensation shall be in accordance with the attached Design Professional Rate Schedule in the Exhibits.

5.2.2 If the Contract Time initially established in the Contract Documents at the time of award is exceeded or extended by a number of days in excess of {60} calendar days through the fault of University or Contractor and through no fault of Design Professional, compensation for any Basic Services provided during this extended period of the construction phase of the construction contract shall be adjusted to compensate Design Professional for any additional costs reasonably incurred by Design Professional as the result of such delay, provided University has approved such adjustments in advance. These extended Basic Services shall be approved, in writing, by University and shall not include Basic Services that would have been performed under this Agreement had the initial Contract Time not been substantially exceeded or extended.

5.2.3 If the Work of the Project is suspended or abandoned for more than {3} consecutive months, and such suspension was not scheduled at the beginning of the Project, as provided under subparagraph 4.2.4, Design Professional shall be compensated for all authorized services performed prior to the receipt of written notice from University of such suspension or abandonment, together with Reimbursable Expenses then due. If the Project is resumed after being suspended for more than {3} consecutive months, Design Professional's compensation shall be adjusted as mutually agreed to compensate Design Professional for any additional costs reasonably incurred as the result of the suspension.

5.3 REIMBURSABLE EXPENSES

5.3.1 For Reimbursable Expenses, as described in this paragraph 5.3, only actual costs plus a maximum {10} percent handling fee will be reimbursed in accordance with the Reimbursement Schedule in the Exhibits. Paid invoices or other proof of payment shall be submitted when requesting reimbursement.

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5.3.2 Reimbursable Expenses are paid in addition to the compensation for Basic and Additional Services and are actual expenditures made by Design Professional and Design Professional’s consultants in the interest of the Project.

5.4 TOTAL MAXIMUM COMPENSATION

5.4.1 Total compensation payable by University under this Agreement (inclusive of Basic Services, Additional Services and Reimbursable Expenses), shall not exceed $000,000.

ARTICLE 6 - PAYMENTS

6.1 PAYMENTS FOR BASIC SERVICES

6.1.1 Payments for Basic Services, as defined in Article 2, shall be made as stipulated in subparagraph 5.1.1.

6.2 PAYMENTS FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES

6.2.1 Payments for Design Professional's Additional Services, as defined in Article 3, and for Reimbursable Expenses, as defined in paragraph 5.3, shall be made monthly after presentation of Design Professional's statement of services rendered, or expenses incurred, with invoices, receipts and other justification thereof.

6.2.2 Payments related to paragraph 5.2.2 shall be made monthly after presentation of Design Professional’s statement of services rendered, or expenses incurred, with invoices, receipts and other justification thereof unless otherwise agreed by the parties thereto.

6.3 TAX BENEFITS

The University may seek to allocate certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended (the "Code') through its agreement with the Design Professional.

1) If The University and the Internal Revenue Service (IRS) determine that Designer is eligible and shall receive the 179D deduction allocation as a "Designer" for the purposes of Section 179D of the Code or that the Design Professional shall otherwise benefit financially from the monetization of the benefit, Designer hereby agrees to provide savings to The University in an amount and form to be determined when the financial benefit net of associated costs realized by Design Professional becomes ascertainable.

2) The University reserves the right to retain a third-party consultant (the "Consultant") to manage and administer the process of allocating the benefit derived from the Project(s).

3) Design Professional agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such benefits derived from the Project(s) on behalf of The University.

ARTICLE 7 – DESIGN PROFESSIONAL'S RECORDS AND FILES

7.1.1 Books and records relating to this Agreement shall be maintained in accordance with Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS). University or University's authorized representative shall have access to, the right to audit and the right to copy pertinent parts of Design Professional and Design Professional’s consultants’ books and records. Such records shall include but not be limited to accounting records (hard copy, as well as computer readable data); contracts; payroll records; subconsultant agreements; vendor agreements; purchase orders; leases; original estimates; estimating work sheets;

correspondence; receipts; memoranda; and any other supporting evidence deemed necessary to substantiate charges under this agreement. All such books and records shall be preserved for a period of at least 3 years from the date of Final Payment under this Agreement.

7.1.2 Design Professional and Design Professional’s consultants shall make their files available for inspection and copying by University upon reasonable notice.

7.1.3 Design Professional shall include appropriate language in consultant’s agreements to enforce the provision of paragraph 7.1.2.

ARTICLE 8 – OWNERSHIP AND USE OF DOCUMENTS

8.1 DRAWINGS, SPECIFICATIONS, AND PRESENTATION MATERIALS

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8.1.1 Drawings and Specifications shall become the property of University, whether or not the Project for which they are made is executed. Design Professional shall be permitted to retain copies, including reproducible copies, of the Drawings and Specifications for information and reference except as provided in paragraph 8.2. Neither University nor Design Professional shall use the Drawings and Specifications as a whole or in substantial part on other projects, but may reuse details of the Drawings for other projects.

8.1.2 All presentation drawings, slides, and models shall become and remain the property of University.

8.1.3 University may purchase the design of the Project from Design Professional for its then fair market value. If University purchases the design of the Project, then University may use the Drawings and Specifications as a whole or in substantial part on other projects, and Design Professional may not use the Drawings and Specifications in whole, in part, or details thereof for other projects.

8.2 CONSTRUCTION DOCUMENTS

8.2.1 Design Professional, upon request, shall provide copies of the Construction Documents in the number required by University for bidding and construction purposes; the reproduction expense shall be borne by University.

University reserves the right to select the type of document reproduction and to establish where the reproduction will be accomplished.

8.2.2 University may use the Construction Documents, without Design Professional's consent, in connection with the Project, including without limitation, future additions, expansions, renovations, alterations, connections, repairs, information, reference, use, or occupancy.

8.2.3 Except as provided in subparagraphs 8.2.1 and 8.2.2 University will not use the Construction Documents for another project without Design Professional's written consent unless University has purchased the design from Design Professional in accordance with subparagraph 8.1.3.

8.3 INDEMNIFICATION

8.3.1 University will defend, indemnify and save harmless Design Professional, its officers, agents and employees from any costs or claims for damages arising from University's use, on other projects, of the Construction Documents, the Drawings and Specifications, or the designs depicted in them. As used in this Article 8, the use “on other projects” does not include any of the uses specified in subparagraph 8.2.2.

8.3.2 Notwithstanding paragraph 8.3.1, University will not defend, indemnify or save harmless Design Professional, its officers, agents, or employees from any costs or claims asserted or imposed by any person or entity claiming that University's use of the Construction Documents, the Drawings and Specifications, or the designs depicted in them is contrary to or in violation of any copyright, patent, trade secret, trade name, trademark, or any proprietary, contractual or legal right pertaining to their use.

ARTICLE 9 – DISPUTES

9.1 NEGOTIATION

9.1.1 The parties will attempt in good faith to resolve any controversy or Claim arising out of or relating to this Agreement by negotiation.

9.2 MEDIATION

9.2.1 Within 60 days, but no earlier than 30 days, following the earlier of (1) receipt of notice by the other party from the American Arbitration Association (AAA) of the disputing party’s demand for arbitration or (2) receipt by the other party of the disputing party’s notice of election to litigate, the parties shall submit the matter to non-binding mediation administered by the AAA under its construction industry mediation rules, unless waived by mutual stipulation of both parties.

9.3 ARBITRATION OR LITIGATION

Disputes arising from this Agreement between Design Professional and University which cannot be settled through negotiation or mediation shall be subject to arbitration or litigation as follows

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9.3.1 Arbitration with Contractor. If any claim arises under the Construction Contract Documents for the Project and is submitted to arbitration, and either Contractor or University claims that the acts or omissions of Design Professional are involved, in whole or in part, any claim by University against Design Professional arising out of or in connection therewith may be asserted, at the option of University, against Design Professional in the same arbitration proceeding which shall be conducted under the procedures specified in the General Conditions of the construction contract.

9.3.2 Litigation with Contractor. If any claim arises under the Construction Contract Documents for the Project and is submitted to litigation, and either Contractor or University claims that the acts or omissions of Design Professional are involved, in whole or in part, any claim by University against Design Professional arising out of or in connection therewith may be asserted, at the option of University, against Design Professional in the same litigation.

9.3.3 Arbitration without Contractor. Disputes arising from this Agreement between Design Professional and University which cannot be settled through negotiation or mediation, and which are not resolved by arbitration or litigation pursuant to subparagraphs 9.3.1. and 9.3.2 shall be subject to arbitration without Contractor conducted in accordance with the Construction Industry Arbitration Rules of the AAA then in effect. The following additional modifications shall be made to the aforesaid Rules of the AAA:

.1 Civil discovery shall be permitted for the production of documents and taking of depositions. Other discovery may be permitted in the discretion of the arbitrator. All disputes regarding discovery shall be decided by the arbitrator.

.2 University’s Representative and/or University’s consultants, shall if required by agreement with University, upon demand by University, join in and be bound by the arbitration.

.3 Concurrent disputes subject to this subparagraph 9.3.3 shall be consolidated into a single arbitration unless the parties otherwise agree in writing.

.4 No hearing shall be held prior to final completion of the Project unless University and Design Professional otherwise agree in writing.

.5 The exclusive forum for determining arbitrability shall be the Superior Court of the State of California.

.6 If total claims are less than $50,000, AAA expedited procedures as modified by this Article 9 shall apply. If total claims are between $50,000 and $100,000, they shall be heard by a single arbitrator who shall be an attorney. If total claims are in excess of $100,000 and are submitted to arbitration, the controversy shall be heard by a panel of 3 arbitrators, one of which shall be an attorney.

.7 The AAA shall submit simultaneously to each party to the dispute an identical list of at least 10 names of persons chosen from the National Panel of Commercial Arbitrators, and each party to the dispute shall have 10 days from the date of receipt in which to cross off any names objected to, number the remaining names in order of preference and return the list to AAA. If the expedited procedures of the AAA are applicable, the AAA shall submit simultaneously to each party an identical list of 5 proposed arbitrators drawn from the National Panel of Commercial Arbitrators, and each party may strike 3 names from the list on a peremptory basis and return the list to AAA within 10 days from the date of receipt.

Unless University and Design Professional otherwise agree in writing, the arbitration decision shall be made under and in accordance with the laws of the State of California, supported by substantial evidence. If the total of all claims or cross claims submitted to arbitration is in excess of $50,000, the award shall contain the basis for the decision, findings of fact, and conclusions of law.

Any arbitration award shall be subject to confirmation, verification or correction under the procedures and on the grounds specified in the California Code of Civil Procedure including without limitation Section 1296.

The expenses and fees of the arbitrators and the administrative fees of the AAA shall be divided among the parties equally. Each party shall pay its own counsel fees, witness fees, and other expenses incurred for its own benefit.

The University may offset against the outstanding contract balance the amount of the University's own affirmative claims against the Design Professional provided such claims are based upon alleged breaches of this Agreement or alleged failure to conform to the professional standard care set forth in Article 1.2 of this Agreement. The University shall inform the Design Professional in writing of its intention to offset on or before exercising its right to offset under this Agreement. Within three days following receipt of such written notice, the Design Professional may elect to

November 6, 2024 13 of 21 Agreement submit the issue of the University's intention to offset to non-binding mediation administered by the AAA. Such mediation shall take place not less than 15 days and not more than 45 days following the date that the University receives notice of Design Professional's election to mediate regarding the University's intention to offset. The University's obligation to pay any outstanding contract balance shall be stayed and tolled until the first business day following the date of the mediation concerning the University's intention to offset. If the University decides to exercise its right to offset following mediation regarding the University's intention to offset, notice of such offset shall be given to Design Professional by University in writing. If Design Professional does not demand mediation concerning the University's intention to offset, then the University's notice of its intention to offset shall be deemed notice of the decision to offset by the University. Irrespective of whether Design Professional elects to mediate the issue of the University intention to offset, Design Professional may dispute the University's decision to offset by demanding arbitration or commencing litigation pursuant to the terms of Article 9.

9.4 PERSONAL INJURY, WRONGFUL DEATH OR PROPERTY DAMAGE

9.4.1 Claims for personal injury, wrongful death, or property damage (other than property damage to University) shall not be subject to arbitration under Paragraph 9.3.3.

ARTICLE 10 – INDEMNIFICATION AND INSURANCE

10.1 INDEMNIFICATION

10.1.1 Design Professional shall indemnify, defend, and hold harmless University and its Regents, officers, employees, agents, and representatives (collectively, “Indemnitee”), against all liability, demands, claims, costs, damages, injury including death, settlements, and expenses (including without limitation, interest and penalties) incurred by Indemnitee (“Losses”) arising out of the performance of services or Design Professional’s other obligations under this Agreement, but only in proportion to and to the extent such Losses are caused by or result from

(1) the negligent acts or omissions of Design Professional, its officers, agents, employees, subcontractors, consultants, or any person or entity for whom Design Professional is responsible (collectively, “Indemnitor”); (2) the breach by Indemnitor of any of the provisions of this Agreement; or (3) willful misconduct by Indemnitor.

10.1.2 The indemnification obligations under this Article 10 shall not be limited by any assertion or finding that (1) the person or entity indemnified is liable by reason of non-delegable duty, or (2) the Losses were caused in part by the negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless of any claim or assertion that Indemnitee caused or contributed to the Losses. Indemnitor’s reasonable defense costs (including attorney and expert fees) incurred in providing a defense for Indemnitees shall be reimbursed by University except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor’s (a) negligent acts or omissions; (b) breach of any of the provisions of this Agreement; or (c) willful misconduct.

10.1.3 Design Professional shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost, expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attorney’s fees, court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged infringement) of any patent, copyright, trade secret, trade name, trademark or any other proprietary right of any person or entity in consequence of the use on the Project by Indemnitee of the design or construction documents (including any method, process, product, concept specified or depicted) supplied by Indemnitor in the performance of this Agreement.

10.1.4 Nothing in this Agreement, including the provisions of this Article 10, shall constitute a waiver or limitation of any rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.

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