UNIVERSITY OF CALIFORNIA {CAMPUS NAME}AGREEMENT #{}
Cover Sheet and Instructions
EDPA LITE / APPROVED DOCUMENT – This document is approved by the Office of the President and Office of the General Counsel for use by the Facility.PURPOSE OF DOCUMENT: / Agreement between the University and Design Professional for design services not exceeding $100,000.
CROSS-REFERENCE TO FACILITIES MANUAL: / None
CONTENTS: / EDPA Lite with Exhibits
FOR USE WITH: / / Executive Design Professional Agreement Lite
COMPLETED BY: / / Filling in / Adding Text / No Data Required
ITS USE IS: / / Required / Optional
NOTE: To use the electronic file of this document, you must go to the “Tools” pull down menu in Microsoft Word, select “Options,” select the “View” tab, and then put a check in the box “Hidden text.” Most instructions and alternate language is displayed in hidden text. Do not print the hidden text for the final document.
Completion Instructions:
- Facility shall fill in the blanks for a project specific agreement. Suggested places are shaded in gray. Some gray shaded text is pre-populated and may be modified per project needs.
- This agreement shall not be used as a blanket agreement for more than one project.
3.Facility must complete this Agreement with Project, Facility and Design Professional information.
4.If Design Professional’s fees for services are estimated to ultimately exceed $100,000, Facilitymust use the standard EDPA.
5.The Facility shall not modify any provisions in the Agreement without prior approval from the Office of the President and the Office of General Counsel.
6.The Facility shall fill-in information in the exhibits as respectively required by each, however, it shall not modify the substantive content of the form that comprises each exhibit without prior approval from the Office of the President and the Office of General Counsel.
Modifications and Additions:
None
Comments:
None
END OF COVERSHEET AND INSTRUCTIONS
May 4, 2016 Coversheet 1EDPA Lite
EXECUTIVE DESIGN PROFESSIONAL AGREEMENT LITE
TABLE OF CONTENTS
AGREEMENT FOR SERVICES OF EXECUTIVE DESIGN PROFESSIONAL......
ARTICLE 1 – GENERAL PROVISIONS......
1.1 DEFINITIONS......
ARTICLE 2 - BASIC SERVICES ......
ARTICLE 3 – ADDITIONAL SERVICES ......
ARTICLE 4 - UNIVERSITY RIGHTS AND RESPONSIBILITIES ......
ARTICLE 5 – COMPENSATION......
5.1 COMPENSATION FOR SERVICES TO BE PROVIDED UNDER THIS AGREEMENT......
5.2 COMPENSATION FOR ADDITIONAL SERVICES ......
ARTICLE 6 – PAYMENTS ......
ARTICLE 7 - DESIGN PROFESSIONAL’s RECORDS & FILES ......
ARTICLE 8 - OWNERSHIP AND USE OF DOCUMENTS ......
ARTICLE 9 – DISPUTES......
9.1 NEGOTIATION......
9.2 MEDIATION......
9.3 ARBITRATION OR LITIGATION......
ARTICLE 10 - INDEMNIFICATION & INSURANCE......
10.1 INDEMNIFICATION......
10.2 INSURANCE REQUIREMENTS......
ARTICLE 11 - STATUTORY AND OTHER REQUIREMENTS......
11.1 Anti-Discrimination......
11.2 PREVAILING WAGE RATES......
11.3 Patient Health Information......
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......
ARTICLE 15 - SUCCESSORS AND ASSIGNS......
15.1 DESIGN PROFESSIONAL'S DEATH OR INCAPACITATION......
ARTICLE 16 – TERMINATION OF AGREEMENT......
EXHIBITS:
Exhibit A:Design Professional’s Scope of Services & Payment Schedule
Exhibit BDesign Professional’s Rate Schedule for Additional Services
Exhibit C:Authorizationfor Additional Services by the Design Professional
Exhibit D:Amendment of the Executive Design Agreement
Exhibit E:Certificate of Insurance
Exhibit F:Requirements for Services Under EDPA Lite Subject to California Labor Code
Sections 1770, Et. Seq.
Exhibit G:Report of Subconsultant Information
Exhibit H:Final Distribution of Contract Dollars
Exhibit I:Self-Certification
May 4, 2016Table of Contents - 1EDPA Lite
AGREEMENT FOR SERVICES OF EXECUTIVE DESIGN PROFESSIONAL
THIS AGREEMENT is made on the ______day of ______, 20___, between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, hereinafter called "University" and DESIGN PROFESSIONAL NAME, a {INSERT FORM OF ENTITY e.g. a California corporation, a Partnership, etc.} , hereinafter called "Design Professional.”Design Professional shall comply with all licensing laws of the State of California required for the services to be performed under this Agreement.
WHEREAS, University intends to construct a Project on properties of The Regents of the University of California, {NAME OF CAMPUS}, California, and
WHEREAS, University desires to obtain the professional services of Design Professional incident to construction of followingProject:
{PROJECT NAME AND NUMBER};
WHEREAS, those professional services are briefly described as:______{provide very brief description of services to be provided by Design Professional}; such services are more specifically described in Exhibit A, Design Professional’s Scope of Services and Payment Schedule.
NOW THEREFORE, University and Design Professional, for the considerations hereinafter set forth, agree as follows:
ARTICLE 1 – GENERAL PROVISIONS
1.1DEFINITIONS
A.Agreement. The term “Agreement” means this Agreement, Exhibits, 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.
B.Architect (or Engineer) of Record. The term “Architect of Record” or “Engineer of Record” shall mean the specific University-approved Design Professional named in this Agreement who is the Design Professional's designated principal or staff member in charge of providing all services required by this Agreement.
C.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.
D.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.
E. Construction Budget. The term “Construction Budget” shall mean University's written statement of funds available to pay for the cost of construction.
F. 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.
G. 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.
H. Contractor. The term “Contractor” shall mean the entity or entities retained by the University to perform the construction work entailed in the Construction Documents and related construction work for the Project.
I.Coordinate. The term “Coordinate” or “coordinate” shall mean to prepare designs and documents, including Construction Documents, (“Designs and Documents”) that are consistent and in conformance each part with all other parts. When the term “Coordinate” or “coordinate” is used in connection with Design Professional’s coordination of Design Build and Design Assist Subcontractors, it shall mean to prepare Designs and Documents that are consistent and in conformance each part with all other parts, including without limitation being consistent and in conformance with design, drawings, specifications and other deliverables provided by all Design Build and Design Assist Subcontractors. Related terms or forms of the word “coordinate”, such as “Coordinated”, “coordinated”, “Coordination” or “coordination" shall mean that the Designs and Documents shall be prepared and correlated so as to be consistent and in conformance each part with all other parts.
J. Estimated Project Construction Cost. The term “Estimated Project Construction Cost” shall mean the written estimate of the total Construction Cost of the Project at the various stages of the design process prepared by Design Professional.
K.Facility. The term “Facility” means the University of California, {INSERT CAMPUS NAME}.
L. Project. The term “Project” means the project described on page 1 of this Agreement.
M.Project Architect (or Engineer). The term “Project Architect” or “Project Engineer” shall meanthe specific University approved design professional named in this Agreement 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.
N.Project Program. The term "Project Program" shall mean a written statement in the Exhibits of University's design objectives, constraints, and criteria, including space requirements and relationships, flexibility and expendability, special equipment and systems, and Project site requirements.
O. 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.
P.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.
Q. University. The term "University" shall mean the Regents of the University of California.
R. 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 Design Professional pursuant to Paragraph 4.1, and with the Contractor.
Other capitalized terms used in this Agreement, and not defined herein, shall have the meanings given or ascribed to them in the Contract Documents.
ARTICLE 2 - BASIC SERVICES
Basic services to be provided by Design Professional consist of the services described in this Article 2, as amended and/or supplemented in Exhibit A.
2.1To the extent deemed necessary by Design Professional and to extent required under applicable laws and codes, 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. 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. Design Professional shall enter into written agreements with any consultants that it retains pursuant to this Agreement (“Consultant Agreements”). All such Consultant Agreements shall incorporate and be subject to: (1) the same dispute resolution requirements as in Article 9; and (2) the same indemnity requirements as in Article 10.1, with the University, its Regents, officers, employees, agents and representative named as Indemnitees.Design Professional shall furnish Consultant Agreements to University upon request.
2.2Design Professional shall abide by all regulations imposed by authorities having jurisdiction over the Project.
2.3Design Professional shall review and become familiar with the University’s Bidding Documents, including the General Conditions and Division 1 Specifications and General Requirements of the construction contract for the Project, which shall be provided to Design Professional upon request.
2.4Design 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.
2.5Review, approval or acceptance of Design Professional's work whether by University or others and whether during Preliminary Phase, Construction Documents and Bidding Phase, Construction Phase or otherwise, shall not relieve Design Professional from responsibility for errors and omissions in Design Professional's work. 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 such defective or nonconforming services or work product shall not in any way limit any other obligations of Design Professional.
2.6Design Professional, its officers, agents, employees, subcontractors, consultants 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 service for projects of the type, scope, and complexity of the Project (including its contracting mode).
2.7University approved Project Architect or Project Engineer shall be the person named below:{Design Professional’s Principal}Any substitutions to such personnel shall be subject to approval by the University.
2.8Design Professional shall provide Preliminary Phase services, Construction Documents & Bidding Phase services, Estimates of Construction Cost and Construction Phase services, pursuant to Articles 2.8 A, B, C & D below, (collectively “Full Basic Services”) to the extent indicated in Exhibit A. Upon written direction from the University to Proceed, Design Professional shall provide the following Full Basic Services:
A.Preliminary Phase
- Visit the site and hold such conferences with University representatives as may be necessary to relate the design of the Project to the general plan of said properties and to the Construction Budget furnished by University.
- Provide consultation and advice to University as to the necessity and manner of providing or obtaining services related to the site such as: Property, boundary, right-of-way, topographic, hydrographic, and utility surveys, and soil mechanics and subsurface information.
- Provide, at a minimum, schematic level drawings (including site plan, floor plans, other plans, elevations, sections, sketches and keydetails, all to the extentapplicable to this Project and as required by the University), outline specifications and if necessary written narratives or descriptions (“Preliminary Deliverables”), within the time schedule established by University,which are sufficient to: (a) demonstrate that the preliminary design furnished by Design Professional fulfills the University’s programmatic needs and is within the Construction Budget; (b)demonstrate that the preliminary design furnished by the Design Professional, and the various components necessary to that design, are code compliant, constructible and Coordinated; (c) obtain preliminary permit approvals and other approvals necessary from building officials and other authorities having jurisdiction over the Project;and (d) obtain a reliable Estimated Project Construction Cost from third parties in the industry, including construction contractors, as required by the University.
- Prepare and furnish {# of copies, as applicable}, within the time schedule established by University: Preliminary Deliverables, a preliminary estimate of construction cost, pursuant to Paragraph 2.8C below, and a time schedule for completion of ConstructionDocuments and construction in sufficient detail to enable University to decide upon the general plan and scope of the Project, and to approve the preliminary design, Preliminary Deliverables, preliminary estimate of construction cost and time scheduling of the Project.
B.Construction Documents & Bidding Phase
- After written authorization from the University, and based upon the Preliminary Deliverables and designs contained therein as approved by the University, prepare and furnish for University approval within the time schedule established by University, one copy of: (a)Construction Documents for the Project, in reproducible form, consisting of working drawings and specifications, and such standard documents as may be furnished by University; and (b)an Estimated Project Construction Cost for the Project, pursuant to Paragraph 2.8C below. Multiple copies of the Construction Documents will be provided by the University at University expense, or by Design Professional as an AdditionalService, at University election.
- Design Professional shall provide Construction Documents (including site plan, floor plans, other plans, elevations, sections, details, schedules and specifications, all to the extent applicable to this Project and as required by the University), and designs contained or reflected therein, which at a minimum shall: (a) fulfill the University’s programmatic needs; (b) be within the Construction Budget; (c)be fullycode compliant; (d) be constructible and Coordinated; (e) be sufficient for obtaining all necessary permits and other approvals for the Project from building officials and other authorities having jurisdiction over the Project; and (f) comply with the Design Professional’s standard of care obligations under this Agreement.
- Project shall comply with all applicable laws, rules, and regulations of the California Code of Regulations (“Laws and Codes”). Design Professional is responsible for design’s compliance with Laws and Codes. Design Professional is also responsible for design’s compliance with all applicable University policies, including but not limited to, Sustainability Policy, Seismic Policy, and the policies in the Facilities Manual. Design Professional shall assist University, when so directed, in applying for and obtaining approvals from public agencies, and in preparing special progress reports for public agencies.
- Design Professional shall assist and advise University in the taking of bids for construction and in the awarding of contracts.
- If the lowest responsible bid for the Project exceeds the Construction Budget by more than {percentage, e.g., 10%}, upon request and at no additional cost or expense to University, Design Professional shall revise the ConstructionDocuments to reduce the construction cost to an amount which shall not exceed the Construction Budget. The revisions so made are subject to the approval of University and may, at its discretion, consist of reductions in the scope, type or quality of construction.
- During the Bidding phase, University’s Representative shall receive all requests for interpretation, clarification and modification from bidders (“Bidding Questions”), and log in the date, time, and caller’s name and corresponding Bidding Questions. The University’s Representative will forward this information to the Design Professional, and Design Professional and its consultants shall provide timely clarifications and direction to the University on the Bidding Questions, which the University shall in turn issue to the bidders. Neither Design Professional nor its consultants shall provide such clarifications and direction directly to the Bidders. To the extent that bidders contact the Design Professional and its consultants directly with Bidding Questions, Design Professional and its consultants shall promptly forward all Bidding Questions they received directly from bidders, as well as Design Professional’s and its consultant’s clarifications and direction on those Bidding Questions, to the University’s Representative for further handling.
- The University’s Representative sets the deadline for receiving all Bidding Questions (Refer to Advertisement for Bids and Supplementary Instructions to Bidders). Bidding Questions received after the deadline may be answered at the discretion of the University’s Representative.
C.Estimates of Construction Cost