Request for Proposal (RFP) #2013-02 Pre-Planning and Programming Services

Conservatory of Music INTRODUCTION The University of the Pacific (University, Pacific) is soliciting proposals for Pre-Planning and Programming Services for the renovation, modernization and relocation of Conservatory of Music facilities located on the Stockton, California campus. (See campus map at the end of this RFP for location of existing facilities.)

BACKGROUND The University of the Pacific, the first chartered institution of higher education in California, is an independent and comprehensive university offering over sixty-six (66) undergraduate programs and thirty-three (33) graduate programs. Currently, more than six hundred (600) faculty and nine hundred and eighty (980) staff members serve more than six thousand (6,000) students in its eight (8) colleges and three (3) campuses located in Northern California. The Conservatory of Music (Conservatory) is the oldest music school on the West Coast. It has built an exceptional record of educating outstanding musicians. There is a rich history full of past accomplishments, and that great tradition is carried on today as the Conservatory prepares the musicians of tomorrow. The Conservatory offers degrees in all of the traditional performance fields, as well as in jazz and music education. It also has degree programs in the expanding fields of music therapy and music management, where the University educates the leaders of the music industry for the 21st century.

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The University and the Conservatory focus on teaching the individual student, which serves as the core of a student-centered learning experience. The level of personal attention given to the students is unsurpassed. The University and Conservatory want to provide the best instruction possible in a caring and supportive environment so that each student can reach his or her full potential. The Conservatory prepares students for the real world of music, making sure that they will all be able to manage their own careers, set their own individual goals and achieve them. It is this mix of idealism and practicality that distinguishes Pacific.

History As early as 1856, the University was divided into the "University of the Pacific" and the "Female Collegiate Institute", with music as a course offered only to women. By 1878, the University was integrated, and the newly designated School of Music registered thirty-two (32) students in four (4) categories - an elementary class for beginners, an amateur class for "those who devote chief attention to other branches of instruction in the University", a preparatory class and an artists' class. The catalog for 1882-1883 specified music admission requirements and the first bachelor of music degrees were awarded in the mid-1880s. The first theory of composition major graduated in 1909, and Pi Kappa Lambda and Mu Phi Epsilon were established in 1919. The University moved from San Jose to Stockton, California in 1924 and the Conservatory became a charter member of the National Association of Schools of Music in 1928. As the respective divisions in music, art, and drama became larger, they were made independent departments within the University. Phi Mu Alpha was established in 1931 and Pacific Music Camp in 1946. A highlight of the 1950's was a performance of the University Symphony Orchestra at the Brussels World Fair (1958). This appearance was by invitation from the U.S. State Department. The Pacific Music Clinic (1951-1984), brought thousands of high school orchestra, band, and choir students to Stockton once a year for a combined performance. In 1978, a series of special events marked the Centennial Celebration of the Conservatory of Music. Alumni Dave Brubeck returned to present two concerts and one of the Conservatory's former deans, Howard Hanson, conducted the University Symphony Orchestra and Chorus in the West Coast premiere of his "Sea Symphony". A degree in Music Therapy was initiated in 1981 and in 1983, a Bachelor's Degree in Music Management was accredited by the National Association of Schools of Music. The Brubeck Institute was established in 2000 for the study, promotion and performance of American music. The 125th anniversary of the Conservatory was celebrated in 2003 with a sold-out performance of Beethoven's 9th Symphony performed by the University Symphony Orchestra & Chorus in the Faye Spanos Concert Hall. The Conservatory has a total enrollment of approximately 230 undergraduate and graduate music students. Undergraduate majors include performance, music education, music management, music therapy, composition, jazz studies. There are also Bachelor of Arts and Music minors. Graduate degrees are offered in music education and music therapy. Musical performance is the core element of being a music major at the University. The Conservatory has a rich and varied tradition of excellence with over one hundred and twenty (120) performances each year by students, faculty, and visiting artists. The performing ensembles include bands, chamber ensembles, choirs, jazz, opera and orchestra.

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Facilities Faye Spanos Concert Hall - The landmark Conservatory of Music building was opened in 1927. It contains the beautiful 872-seat Faye Spanos Concert Hall, several faculty studios, practice rooms, and the Conservatory administration offices. The Concert Hall is home to the Conservatory's Concert Series, Resident Artist Series, Friends of Chamber Music concerts, Stockton Opera, and a variety of other events. Recital Hall - The 115-seat Recital Hall is used for solo recitals, chamber ensembles, master classes, and lectures. Performances include the Student Recital Series and the Stockton Symphony master classes. Rehearsal Center - The Rehearsal Center houses an instrumental rehearsal hall, choral rehearsal hall, two faculty offices, a percussion storage closet and the band and orchestra music libraries. Buck Hall - Buck Hall is the center of classroom teaching. It houses four (4) large classrooms, a conference and seminar room, a ProTools based composition studio, and faculty offices and teaching studios. A 5.1 surround sound system is also installed for the composition and analysis of music for film. Owen Hall - Owen Hall houses a recording studio, keyboard laboratory, faculty studios, percussion practice rooms, a state of the art music technology laboratory, and approximately twenty (20) individual practice rooms. The digital recording studio gives students the opportunity to learn the fundamentals of audio recording and production. Burns Tower – Burns Tower houses the Brubeck Institute on the 7th and 8th floors.

PROJECT DESCRIPTION AND SCOPE OF SERVICES The Conservatory of Music has a long and distinguished tradition, and is consistently one of the top performers at the University as seen by a variety of metrics. It is also the leading arts presenting organization in San Joaquin County, with well over 100 events open to the university community and to the public every year. The biggest challenge to the continued success of the Conservatory and to its ability to attract and retain exceptional students is the state of some of our main facilities, in particular the Conservatory building which houses Faye Spanos Concert Hall, and Owen Hall, which are technically and structurally inferior to facilities found not only at many of our direct competitors, but also to those at some of the top high schools from which we recruit. Built when Pacific moved to Stockton, the Conservatory building (including Faye Spanos Concert Hall) has not been the object of structural renovations since it was opened, although it received cosmetic renovations in the late 1980s. The hall lacks the basic technical requirements that would make it current: it does not have an orchestra pit that is adequate or easy to deploy; its rigging, lighting, and other features are antiquated and in some cases not up to code; the lack of an orchestra shell creates acoustic problems; the lack of adequate storage means that the already small stage is crowded with instruments and equipment; it lacks ADA-compliant access to the stage and to studios and offices. In addition, several of the teaching studios in the Conservatory building are located in the basement of the hall and in other inaccessible spaces, in substandard conditions (no natural light, humidity, lack of sound insulation, heating and plumbing pipes exposed, etc.). Faye Spanos Concert Hall is also a very public

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face of the University, hosting a variety of University functions, including lectures by distinguished guests. Owen Hall is an aging building that houses the vast majority of our practice rooms, our recording studio, class piano studio, and several faculty studios. A small part of the building is still used by the Business and Finance Division. Owen Hall is also a very substandard building for music because of its lack of sound insulation, which cannot be improved because of some features of the building; its spotty climate control, which is harmful to costly instruments; its overall condition; and limited ADA-compliant access. The mission of the University in the 21st century requires that students be prepared for the real world. Our direct competitors in California and elsewhere have been building new facilities or substantially upgrading existing facilities. In our area community colleges such as Folsom Lake College and Las Positas Community College have unveiled state-of-the-art facilities within the last few years, and one of our most direct competitors, Chapman University in Orange, California, announced in August 2012, that it will build a new $64-million center for the arts by 2015, with a state-of-the-art auditorium. The exceptional quality of our faculty and of our programs has allowed us to remain competitive so far, but the current state of these facilities puts us at a severe disadvantage in recruiting, and hinders the daily operations of the Conservatory, creating inefficiencies and roadblocks. The Conservatory of Music in the past four years has increased its enrollment from about 170 students to over 220 without sacrificing its academic standards. The Conservatory has a very talented and enthusiastic faculty who gives an extraordinary effort and manages to make the current facilities work, but this is taking a toll on the faculty, discouraging the students who see better facilities elsewhere, impacting our recruiting, and forcing compromises that do not allow us to show our full potential. If we wish to keep the Conservatory as a center of distinction at Pacific, and make it grow as a significant force in the cultural life of our region, we need to upgrade these facilities. All facilities used by the Conservatory are included in the Scope of Services. Faye Spanos Concert Hall is to be assessed and evaluated and fully renovated and modernized. The Recital Hall, Rehearsal Center and Buck Hall are to be evaluated and assessed for possible improvements. The functions within Owen Hall and Burns Tower are to be moved from this building to new Conservatory of Music space on campus. Siting for new space is part of the Scope of Services. Services are to be complete in time to allow for presentation of a Pre-Planning and Programming Summary Report to the Regents at their meeting in October 2013. The final report and all deliverables are to be submitted by October 31, 2013 following feedback from the Regents. See Attachment A for a detailed Pre-Planning and Programming Phase Guide and Attachment B for the Agreement Form for these Services.

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SCHEDULE (Please note that all times are Pacific Time.) Issuance of RFP Faye Spanos Concert Hall Open Mandatory Pre-Proposal Meeting

Question Submittal Deadline Answers to Questions Provided Proposal Submission Deadline Interviews Anticipated Start Date Regents Meeting Completion Date

February 4, 2013 February 13, 2013 from 9:00AM – 10:00AM February 13, 2013 @ 10:00 AM University of the Pacific Stockton Campus DeRosa University Center Ballroom A February 15, 2013 @ 1:00 PM February 19, 2013 @ 5:00 PM (no later than) February 22, 2013 @ 4:00 PM March 1 - 15, 2013 (final dates and times to be determined) March 18, 2013 October 3-4, 2013 October 31, 2013

PROPOSAL REQUIREMENTS AND SUBMITTAL INSTRUCTIONS Proposal Requirements Proposals including all exhibits and referenced materials cannot exceed ten (10) double-sided 8-1/2” x 11” pages, or twenty (20) single-sided 8-1/2” x 11” pages and must include the following components: 1. Letter of Interest – Include a brief summary of the strengths of Respondent’s team. 2. Organization of Project Team and Key Project Team Members – Describe the organization of the Respondent’s team and qualifications of each Key Project Team Member. For each individual Project Team Member indicate availability for this Project and commitments to other projects throughout the duration of this Project. Clearly identify the Respondent’s team lead and the reasons this individual is best-suited to lead this Project for the University. Respondent’s team shall include all necessary disciplines for this Project. Indicate how often/how long the proposed individual team members and firms have worked together and on which projects, included in the Respondent’s proposal as qualifying experience, these firms and individuals have worked. 3. Relevant Experience – Provide a list of projects completed or in progress, which address the minimum and desired qualifications as well as Respondent’s team ability in gathering information and developing concepts and solutions that respond to the unique constraints and opportunities of these Services, demonstrate ability to work with various diverse groups to gather information and identify factors important to the development of this Project, and demonstrate an understanding of the special requirements impacting the design of the Conservatory of Music and performance venue facilities. 4. Project Approach – Describe how Respondent’s team will assist the University in expressing their creativity and aspirations for this Project and how these can be incorporated into the physical planning while allowing flexibility for future changes. Describe how Respondent’s team will approach sustainability for this Project. Describe what you believe to be the key challenges and key opportunities for this Project and how your team will address those.

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5. Proposed Schedule – Include a preliminary schedule indicating key activities required for completion of the Services and the durations of those activities. Describe how your team will work with the University’s schedule of faculty and staff commitments and how you will structure the delivery of Services to accommodate completion of all work in advance of the October 2013 Board of Regents meeting. 6. Fee and Rate Sheet – Submit a detailed fee schedule and Rate Sheet. The submitted fee shall be a fixed price fee for all Services. Include calculations used to derive the fee (including number of hours, individuals proposed, and hourly rate for each individual). Provide cost per rendering for those stipulated in the Pre-Planning and Programming Phase Guide and cost per rendering for any additional renderings, if requested. Respondent’s rates shall include, but are not limited to labor, materials, overhead and profit, equipment, all travel, parking, printing, communications, reimbursables, allowances and cost of required insurances. Provide a detailed list of items Respondent’s team deems to be reimbursable expenses. 7. References – Provide at least five (5) professional references for each project team firm member. Reference information shall include person’s name, title, institution/company, address, phone, facsimile number and e-mail address as well as the project(s) in the Respondent’s qualifying experience with which this reference is familiar. Include dates of projects.

Submittal Instructions Proposals must be received by 4:00 PM on February 22, 2013 and should be submitted in the following manner: Nine (9) hard copies of complete proposal, and One (1) electronic PDF copy of complete proposal, matching exactly the hard copies. Send proposals to: Priscilla Meckley-Archuleta Director, Capital Planning and Space Management University of the Pacific West Memorial Finance Center 3601 Pacific Avenue Stockton, California 95211

QUALIFICATIONS AND SELECTION PROCESS Minimum Qualifications Following are the minimum qualifications required to be considered for this Scope of Services. Respondent’s proposal must demonstrate how the identified, individual team members and team firms meet these minimum qualifications for further consideration. Please note that Respondent may use experience on one project to meet multiple qualifications, if the services apply to more than one of the qualification requirements as long as this is clearly identified within the Proposal document.

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1. Experience working on projects at the University level for a minimum of five (5) projects, with at least two (2) projects being worked on since 2007. 2. Experience working on a minimum of two (2) University level academic projects since 2007. 3. Experience working on a minimum of two (2) University level academic music program facilities and a minimum of two (2) commercial or University level performance venues since 2002. 4. Experience designing and delivering professional services on a minimum of two (2) LEEDcertified projects since 2007. 5. Experience working on a minimum of two (2) renovation projects since 2002. 6. Experience working on a minimum of two (2) historic structures projects since 2002. 7. Experience working on a minimum of two (2) institutionally significant architectural structures since 2002. 8. Experience working on a minimum of three (3) projects in excess of $5 million since 2002. 9. Experience developing pre-planning and programming phase work at the University level since 2007. 10. Experience working with private institutional clients since 2007.

Desired Qualifications Following are desired qualifications for this Scope of Services. Respondent’s proposal must address team’s experience relative to these desired qualifications. As these are desired qualifications, it is not required that your team have these to be considered for this project assignment. However, having some or all of these desired qualifications will have a positive impact on consideration of Respondent’s Proposal. 1. Experience with both traditional and alternative project delivery methods such as IPD (Integrated Project Delivery), Design-Build, LEAN Construction and Bridging Method. 2. Experience with BIM (Building Information Modeling).

Selection Process Although not necessarily exhaustive of the criteria to be utilized by the University, the University intends to use the following evaluation criteria in the selection of the successful Respondent: Timeliness and Completeness - To receive consideration, Respondent’s Proposal must be received by the Proposal Submission Deadline. In addition, Respondent’s Proposal will be evaluated with respect to organization, clarity, completeness and responsiveness to this RFP. Technical Qualification and Competence - This includes both the firm(s)’ and individual project team members’ experience, expertise and familiarity with the Services as well as meeting the qualifications as noted within this RFP. Record of Past Performance - This includes work quality, completion of work on schedule, cost controls, completed projects as well as the response of Respondent’s references. Approach to Work - This includes the identification of the project team firms and individual members (including any proposed sub-consultants), project approach, preliminary schedule, and

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Respondent’s ability to communicate effectively and offer advice in the best interest of the University and these Services. Contract Requirements and Cost Control - This includes compliance with contract requirements described in this RFP, cost control procedures, availability and existing commitments of personnel, billing rates, and Respondent’s cost of overhead pass-through to the University. A selection committee will evaluate the qualifications of Respondents and then select a short list of teams for interviewing. Following the completion of interviews, the University shall select one Respondent team. The selection committee will be made up of a diverse group of Project stakeholders and advisors.

ADDITIONAL INFORMATION Questions Questions regarding this RFP must be submitted in writing, via e-mail, to Priscilla Meckley-Archuleta at [email protected]. Questions received prior to the Question Submittal Deadline date and time will be answered, with all questions and answers provided to those attending the Mandatory Pre-Proposal Meeting. Questions received after the Question Submittal Deadline will not be answered, addressed, and/or reviewed.

Addenda The University may modify this RFP prior to the date fixed for submission by: (A) Posting the addendum in the same location(s) as the RFP itself if prior to the Mandatory PreProposal Meeting; or (B) By providing, via e-mail, an addendum to those attending the Mandatory Pre-Proposal Meeting if the addendum is issued following the Mandatory Pre-Proposal Meeting.

Withdrawal and Resubmission/Modification of Proposal A Respondent may withdraw a Proposal at any time prior to the deadline for submitting Proposals by notifying in writing the Director of Capital Planning and Space Management. The Respondent may thereafter submit a new or modified Proposal, provided that it is received no later than the Proposal Submission Deadline. Modifications offered in any other manner, oral or written, shall not be considered. Proposals cannot be changed or withdrawn after the Proposal Submission Deadline.

Rights and Rejection of Proposals The University may reject any and all Proposals and may or may not waive any immaterial deviation or defect therein. The University’s waiver of an immaterial deviation or defect shall in no way modify the solicitation document specifications. The University reserves the right to accept or reject any and all of the items in the Proposal, to award the contract in whole or in part, and/or negotiate any and all items

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with individual Respondents if it is deemed in the University’s best interest. Moreover, the University reserves the right to make no selection if Proposals are deemed to be outside the fiscal constraints or against the best interests of the University.

This RFP and the proposals provided as a result of it shall in no way act to form an agreement, obligation or contract. In any event and regardless of circumstances, the University will not be held responsible for any loss of profit or any costs or expenses incurred or experienced as a result of a Respondent’s team’s preparation of their proposal or participation in interviews.

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Location for PreProposal Meeting

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Attachment A Pre-Planning and Programming Phase Guide

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Capital Planning and Space Management

Pre-Planning and Programming Phase Guide Pre-Planning and Programming Deliverables By the completion of Pre-Planning and Programming Phase work, the following documentation shall be provided in both hard copy and electronic format. Some of these components will be finished prior to the completion of this Phase of work; however, all components should be included in the final report at some level. 1) Listing of goals, values and objectives to be met through the project, including how these were developed and noting those that are defined as “shared” goals, values and objectives. 2) Background of program(s) included in project scope. 3) Description of project scope and quality assumptions. 4) Peer institution study – including what they’re doing and their facilities components. The peer study may be broken into as many as four (4) groups – our standard peers, California 8 peers, WCC peers and programmatic peers, for example. 5) Compilation of project-specific codes, statutory requirements, grant requirements, certification requirements, etc. and how the project needs to address these. 6) Detailed list and description of space requirements including detailed square footage (net, assignable and gross) information. Included shall be circulation, space interaction, accessibility, and flexibility of spaces. Provide a detailed room list with data sheets, space diagrams, adjacency diagrams and other information helpful in conveying the space needs and requirements and how this project is addressing those. 7) Design intent document covering all design disciplines. 8) Detailed listing of technical requirements of the project. 9) Detailed description of technology requirements for the project. 10) Detailed listing of utility requirements for the project. 11) Narrative description of building construction, materials and systems. Indicate any recommendations regarding construction phasing for this project. 12) Completion of LEED certification score card indicating sustainable features for project and alternatives to be considered as the project proceeds. 13) Summary of operational impacts of this project and expected annual costs. 14) Detailed analysis of site selection and alternatives considered, as well as recommendation(s) for project siting. 15) Presentation of design concepts considered and developed during the pre-planning and programming phase, including site and building floor plans, sections and massing diagrams. Site plan(s) to illustrate location of project on campus site plan, building location(s), parking, circulation, surrounding features, landscaped areas, and outdoor program elements. 16) Project schedule, based upon proposed project delivery method(s) indicating milestones and scheduling assumptions. 17) Project budget for the entire project, including both hard and soft costs, in the form described in this Guide. 18) Executive summary of process and plan/recommendations. 19) Detailed summary of pre-planning and programming process and engagements. 20) Building renderings (color) – ten (10) illustrating overall project, as well as key interior and exterior components of the project. Page 1 of 15 University of the Pacific Pre-Planning and Programming Phase Guide

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Project Team and Engagement This project is to be a collaborative effort with faculty; staff; students; alumni; Regents; internal and external stakeholders; and outside agencies. The University expects the involvement of many individuals in the development of pre-planning and programming documents. There will be a small Core Team that works most directly with the Consultant team. However, throughout the course of the project there are various internal departments/groups that may be engaged with the Consultant to address specific components at various times and at various levels during the process. These may include ASuop, Athletics, Board of Regents, Budget and Risk Management, Business and Finance, Capital Planning and Space Management, Communications, Conference Services, Dean of Students, Development and Alumni Relations, External Relations, Housing and Dining Services, Institutional Research, Multicultural Affairs, Physical Plant, President’s Office, Provost’s Office, Public Safety, Services for Students with Disabilities, Student Life, Support Services, Sustainability Committee, Technology, Treasury Management, and the User Group. This project will also engage external University resources, agencies and stakeholders to ensure appropriate scoping and consideration of project details. The pre-planning and programming work should allow for on-going project team meetings, facilitated and documented by the Consultant team. A plan for faculty, staff, student, alumni, Regent, stakeholder (both internal and external) and agency engagement is to be developed and approved by the University at the onset of this work. A plan for document review and approval shall be proposed by the Consultant team and approved by the University at the onset of this work. These plans shall include key dates, review/approval periods, and milestones for on-time completion of the work as well as steps to accelerate the process if the Consultant begins to fall behind the approved schedule.

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The following list of questions should be easily answered upon review of the final Pre-Planning and Programming documents/deliverables. The purpose of this document is to assist in the identification of project issues/components that may have an impact on scope, schedule, cost and/or quality and which can be identified prior to the completion of the Pre-Planning and Programming Phase. The noted “groups to engage” is an indication of the groups/departments that may be involved with addressing the items in each specific area. The approach taken by the Consultant team to appropriately engage these stakeholders may include interviews, focus groups, formal or informal presentations, design charrettes or other formats. Complete implementation of the intents of this document will allow a full understanding of the project before it moves into Schematic Design. Does something from one department/service unit impact another? Is there something unique on this project that should be asked before Schematic Design is begun? Is there another University that has recently completed a project similar to this one – and would a review with colleagues at that institution be beneficial? Once this project leaves PrePlanning and Programming, the project is expected to be completed on time, within budget, within scope, and to the quality specified/expected.

Planning Items Group(s) to Engage: Business and Finance, Capital Planning and Space Management, User Group, Treasury Management, Provost’s Office, President’s Office, Institutional Research, ASuop, Budget and Risk Management, Multicultural Affairs, Communications, External Relations, Support Services 1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11) 12) 13)

Facilities Master Plan and/or strategic plan directives have been addressed. Adjacent uses have been addressed. Alternatives for addressing needs (space reallocation, remodeling, new construction) have been identified and evaluated. Clearly identified source(s) and methodologies used for benchmarking space planning assumptions/guidelines. Detailed room-by-room description of the project included. Elements subject to change and assessment of both short and long term requirements have been identified and addressed. Conceptual drawings of the recommended solutions in sufficient detail to illustrate the project scope and to test the adequacy of the space allocation have been provided. Public and/or student art opportunities have been identified. Gender Equity Impact Assessment – for intercollegiate athletics projects only – has been included. Future growth capacity needs have been discussed, accepted/agreed to and addressed. Operational impacts have been identified, summarized and quantified. Swing space requirements have been identified and addressed. Site Implications/Concerns A. Alternative sites (master plan directives, site analysis, physical and functional opportunities/constraints, building orientation, development cost implications) have been identified and evaluated. B. Parking, vehicular access, pedestrian access and circulation, bicycle access, mass transit access, and building service access (such as loading docks and delivery needs) have been addressed. C. Site storage access and utility requirements have been addressed. D. Storm water management requirements have been addressed. E. Site safety requirements have been identified and addressed. F. Preliminary development requirements for the recommended site are clear. Page 3 of 15

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14)

15) 16) 17) 18)

19)

20) 21) 22)

G. Potential impacts (identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions) on other projects or adjacent building sites have been noted and addressed. H. Statement of community/neighborhood involvement in site selection (community involvement process, community issues, response to community issues, outside agencies, governmental groups or agencies, etc.) is included. I. Logistical issues with regard to construction and/or operations have been identified and addressed. Neighborhood Impact Assessment (neighborhood issues, alternatives considered, alternative sites considered, neighborhood impacts and proposed mitigation, ways this project will support community outreach – traffic/transportation/parking, noise and air pollution, general quality of life) is included. The project has one clear, total project cost estimate with stated assumptions and an appropriate level of detail. (See Total Project Cost Estimate Format at the end of this Guide.) Project budget benchmarks to similar projects in design, scope and use have been provided. The total project cost estimate can easily be converted to the standard University formats. Two construction cost estimates have been received and reviewed – one from a builder and one from the primary consultant. Details regarding estimate generation and assumptions are clear and indicated. Funding sequence has been addressed. Does this project funding include multi-year allocations or gifts – if so, have these been addressed? Does the funding sequence have an impact on the schedule? Annual capital depreciation has been addressed. For all components where alternatives were considered and presented, preferred/recommended option(s) are clearly identified and explained. Please note any additional comments or information from the Planning perspective that may impact this project scope, schedule, budget, or quality.

Real Estate Items Group(s) to Engage: Physical Plant, Budget and Risk Management, Capital Planning and Space Management, Business and Finance 1) 2) 3) 4) 5)

6)

Surveys and property lines have been confirmed and are addressed within the project site limitations. Documentation from surveyors has been received. Easements or use issues have been fully addressed. Documentation of easement and use restrictions has been provided. Surveys and other documents have been provided to the Capital Planning and Space Management for archiving. Surveys for the property have been made available and addressed. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Property acquisition costs have been identified and addressed.

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Please note any additional comments or information from a real estate perspective that may impact this project scope, schedule, budget, or quality.

Architectural Items Group(s) to Engage: Capital Planning and Space Management, User Group, President’s Office, Provost’s Office, Physical Plant 1) 2) 3) 4)

5) 6) 7)

8) 5) 6) 7)

Master plan directives impacting this project have been identified and addressed. Architectural and engineering opportunities/constraints impacting this project (IE: tunnels, historical nature of structure, etc.) have been identified and addressed. Are there any development requirements for the recommended site/project area? Impact on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions, etc – have been identified and addressed. Master plan guidelines – image, architectural character, open space/landscape, circulation – have been addressed. Site guidelines – orientation/focus, setbacks/landscape treatment, access/circulation, services requirements, utilities – have been addressed. Architectural design guidelines – architectural style, building facades, building structural systems, building fenestrations, roof system, detail and ornament, interior elements; infrastructure improvements – have been addressed. Conceptual plans for each option under consideration with sufficient detail to illustrate project scope, test adequacy of space allocation and provide basis of cost estimate have been provided. Building massing options have been explored and are presented, with recommendation(s) included. Historic resource preservation status, treatment requirements and proposed project treatment responses have been identified, evaluated and documented. Please note any additional comments or information from an architectural perspective that may impact this project scope, schedule, budget, or quality.

User (Academic Department/Service Unit) Group Items Group(s) to Engage: User Group, Provost’s Office, Business and Finance, ASuop, Budget and Risk Management, Capital Planning and Space Management, Dean of Students, Treasury Management 1) Project Justification (Statement of Need) A. Current facility deficiencies/inadequacies are fully described. B. The expected outcome(s) from this project are clearly stated. C. The planning/decision-making process used to determine the need for this project is described. D. The project’s relationship to University’s strategic plan is stated. E. Any statutory requirements and/or other mandates driving this project are identified.

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2) Project Description A. Values that this unit wants to preserve and/or enhance have been determined and ranked. B. Policies and procedures that are/will be required or are helpful to know about the building and spaces (such as all-hours access) have been identified and vetted. C. The functional requirements of the users (program activities to be accommodated, physical and functional requirements to be achieved, special equipment needs, applicable standards which apply such as for accreditation and grant requirements, APHIS, animal holding, etc.) which need to be accommodated by this project are fully described. D. The current and projected personnel being housed by this project are identified. E. The current and projected enrollment, weekly contact hours, research activities, etc. being housed by this project are fully described. F. Operational impacts have been identified, summarized and quantified. 3) The funding source(s) for this project is identified. A list of all anticipated amounts by source has been provided. 4) Scheduling constraints that may impact construction work (IE: academic semester, research projects, growing season, etc.) have been addressed. 5) Furniture/equipment assumptions have been identified and are clear. 6) The primary contact person for this project has been identified. 7) Impact on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – has been addressed. 8) If this project is adding space or relocating program(s) from existing space, vacated space assignment has been addressed. 9) If a steering committee is being used, lead for the entire project has been identified (name, phone and fax number, address and e-mail). 10) Please note any additional comments or information from the user group’s perspective that may impact this project scope, schedule, budget, or quality.

Classroom Management Items Group(s) to Engage: Technology, Provost’s Office, Capital Planning and Space Management, User Group 1) 2) 3) 4) 5) 6) 7) 8) 9) 10)

Is the space general purpose, centrally-scheduled classroom space? Are there scheduling issues that need to be addressed? Is there a need for any temporary classroom space? Does this project add or remove classroom space? If so, has this been fully addressed? Does this project change the size/capacity of stations within the space? If so, has this been fully addressed? Are the number of students and number of stations clearly addressed? The number of classrooms in a given geographic area on campus is important. Does this project change this? If so, has this been fully addressed? Have the technology needs for each space (standards for outfitting classrooms – media and security) been identified, addressed and accommodated in the project cost estimate? Furniture and equipment assumptions have been identified and addressed. Projects involving things such as roofing and window replacement in classroom buildings can impact program delivery – has this been addressed? Page 6 of 15

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11) 12)

13) 14)

Are the teaching pedagogy needs clear? Have they been addressed? Impact on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – has been identified and addressed. Have all monetary impacts been addressed? Have charges during project delivery been determined? Please note any additional comments or information from classroom management’s perspective that may impact this project scope, schedule, budget, or quality.

Technology, Data and Phone Items Group(s) to Engage: Technology, User Group, Capital Planning and Space Management, Provost’s Office All responses are to address the following areas of work – (A) infrastructure to building; (B) “stuff” inside the building such as racks, equipment setting, electronics and switches, wiring, etc.; (C) “stuff” at the desktop such as jacks, etc. 1) 2) 3)

4) 5) 6)

7)

Infrastructure needs – service to building, extra-ordinary inside of building, space needs on floor – have been identified and addressed. Relocation of existing underground utilities has been identified and addressed. What cost assumptions have been made in generating the estimate for this work? Are these clearly identified? Are there costs associated with/during construction that need to be considered? What is the estimated cost to get the phones to each desk, a computer to each station, etc. (unit cost estimates)? Does this project have any specific extra-ordinary costs? If so, are these identified? Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from technology, data and phone perspective that may impact this project scope, schedule, budget, or quality.

Dining/Vending Items Group(s) to Engage: Dining Services, Conference Services, ASuop, Capital Planning and Space Management 1)

2)

Impact on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from dining’s/vending’s perspective that may impact this project scope, schedule, budget, or quality.

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Security Items Group(s) to Engage: Public Safety, User Group, Capital Planning and Space Management, ASuop, Budget and Risk Management, Dean of Students 1) 2) 3) 4) 5)

6) 7)

Security concerns and areas of caution have been identified and addressed. Special access issues have been identified and addressed. Interior spatial security issues have been identified and addressed. Exterior site issues have been identified and addressed. Security impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Wiring and infrastructure support has been addressed – relative to networking and telecommunications needs. Please note any additional comments or information from campus security’s perspective that may impact this project scope, schedule, budget, or quality.

Parking and Transportation Items Group(s) to Engage: User Group, ASuop, Business and Finance, Capital Planning and Space Management, Conference Services, Public Safety 1) 2) 3) 4) 5)

6)

7)

Lot impacts (changes to lots, elimination of lots or portions of lots, etc.) have been identified and addressed. Types of parking – official, visitor, disabled, contract, etc. – have been identified. Bike storage/parking needs have been addressed. Other forms of mobility – transit, pedestrian, and traffic flow issues – have been reviewed and addressed. Parking and transportation costs associated with project delivery (during construction or after) have been identified and addressed – such as construction worker parking and changes to transportation drop-offs/pick-ups, etc. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from a parking and transportation perspective that may impact this project scope, schedule, budget, or quality.

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Utilities/Energy Management Items Group(s) to Engage: Physical Plant, Capital Planning and Space Management This should address the following utilities: steam, electric (high voltage as well as all other power), sewer, water, natural gas, chilled water, lab utilities. 1) 2) 3) 4) 5) 6) 7)

8)

Utility master plan or long term utility planning considerations of impacts for this project have been identified and addressed. Current distribution of required utilities to the project, the adequacy of the capacities, and the condition of the required utilities have been identified and addressed. Utility or energy management opportunities/constraints for this project (IE: emergency generators, chiller plant, control systems, rebates, etc.) have been identified and addressed. Utility relocation or utility site conditions that impact this project site or scope of work have been identified and addressed. Input regarding the utilities operating costs associated with this project scope has been indicated and provided. Operational impacts have been identified, summarized and quantified. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from a utilities and energy management perspective that may impact this project scope, schedule, budget, or quality.

Facilities – Site Maintenance and Land-care Items Group(s) to Engage: Capital Planning and Space Management, Physical Plant, Support Services 1) 2) 3) 4) 5) 6)

7)

For renovation and remodeling projects, are there any land-care issues that need to be addressed? Site restoration issues have been identified and addressed. Are there any extra-ordinary or “beyond Standards” items that need to be addressed? Vegetation saving and preservation issues have been identified and addressed. Operational impacts have been identified, summarized and quantified. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from a site maintenance and land-care perspective that may impact this project scope, schedule, budget, or quality.

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Facilities – Building Systems Items Group(s) to Engage: User Group, Physical Plant, Support Services, Technology, Capital Planning and Space Management 1) 2) 3) 4) 5) 6)

7)

Does this project require hardwire for connections or dedicated phone service? Has the current building systems service distribution and adequacy of capacity (including infrastructure and any project costs that need accommodated) been identified and addressed? Are there any extra-ordinary or “beyond Standards” items needed for this project? If so, what is the potential impact to the project – cost, schedule, etc.? Have HVAC and fire suppression needs been reviewed and addressed? Operational impacts have been identified, summarized and quantified. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from a building systems perspective that may impact this project scope, schedule, budget, or quality.

Maintenance and Operations Items Group(s) to Engage: Physical Plant, Support Services, User Group, Capital Planning and Space Management 1) 2) 3) 4) 5) 6) 7)

8) 9)

10)

Is the staff aware of any current operation or maintenance problems or challenges that need to be addressed within this project scope? Is the staff aware of any current operation or maintenance problems or challenges that should to be addressed within this project scope? Is the staff aware of any pending operation or maintenance R+R projects or major repair/maintenance work that would have an impact on this project? Is the staff aware of any existing physical and functional opportunities/constraints for this project? Do you have funded work that the staff would want to “attach” to this project? If so, please list and describe. The current year facility operating costs (including utility costs) for this project area and any projected changes have been identified and addressed. Are there any scheduling and noise constraints (related to the building users or others) that may need to be accommodated during construction (such as experiments, classrooms, special maintenance, etc.) that need to be addressed through the design or during construction? Operational impacts have been identified, summarized and quantified. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions, etc – have been identified and addressed. Please note any additional comments or information from a maintenance and operations perspective that may impact this project scope, schedule, budget, or quality.

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Environmental Health and Safety Items Group(s) to Engage: Budget and Risk Management, Physical Plant, User Group, Capital Planning and Space Management 1) 2)

3) 4)

5)

6)

7) 8) 9)

10)

Existing environmental conditions impacting this project (such as monitoring of ground water, known or suspected contaminants, etc.) have been identified and addressed. Any extra-ordinary environmental and occupational safety design implications impacting this project (such as requirements generated through the use of hazardous chemicals) have been identified and addressed. Assessment of air emissions sources, including emergency generator needs, have been identified and addressed. If this project work will result in the disruption of soil, has a Phase I Site Analysis for this project been completed? If yes, a copy has been received and reviewed. Site development cost implications for this project based upon this information has been identified/explained clearly. For renovations/additions, has a Building Assessment (asbestos, lead, hazardous materials, etc.) for this project been completed? If yes, a copy has been received and reviewed. Project development cost implications for this project based upon this information have been identified and explained clearly. Components of this project that will warrant special attention (such as food service facilities, pools, hazardous material or radioactive storage and disposal, laboratory space, etc.) have been identified and addressed. Special occupancy safety requirements have been identified and addressed, if any. Other regulatory agencies that would affect the program procedural requirements (such as certified occupational therapist for therapy pools) have been identified and addressed. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from and environmental health and safety perspective that may impact this project scope, schedule, budget, or quality.

Development and Alumni Relations Items Group(s) to Engage: Development and Alumni Relations, User Group, Capital Planning and Space Management 1) 2)

Development and donor recognition opportunities have been defined and identified. Please note any additional comments or information from a development perspective that may impact this project scope, schedule, budget, or quality.

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Accessibility Items Group(s) to Engage: Services for Students with Disabilities, Multicultural Affairs, User Group, Capital Planning and Space Management 1)

2) 3)

Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Are there any construction period accessibility issues that need to be considered and addressed? Please note any additional comments or information from and accessibility perspective that may impact this project scope, schedule, budget, or quality.

Sustainability Items Group(s) to Engage: Sustainability Committee, Physical Plant, Capital Planning and Space Management 1) 2) 3)

LEED Preliminary Scorecard has been completed and additional notes and assumptions provided. Commissioning needs have been identified and addressed. Please note any additional comments or information from a sustainability perspective that may impact this project scope, schedule, budget, or quality.

Code Items Group(s) to Engage: Capital Planning and Space Management, Physical Plant, User Group For Building Renovations/Additions: 1) 2)

A review of the existing building and/or site conditions and a summary of the required code upgrades for this project have been provided. Code deficiencies that will be required to be made in the existing building as a result of this proposed addition/renovation (include items such as fire alarm, sprinkler, ADA, exiting requirements, fire suppression requirements, HVAC/smoke evacuation, etc.) have been identified and addressed.

For All Projects: 3)

Extra-ordinary or atypical code requirements for this project prompted by issues such as chemical use or procedures, associated hazardous ratings, mixture of building occupancies, chemicals being used adjacent to assembly areas, etc. have been identified and addressed.

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4) 5) 6) 7)

8)

Unusual code jurisdictional requirements based upon the project location or the nature of the project have been identified and addressed. Life safety design implications for this project have been identified and addressed. The primary code agency representative(s) on this project are clear and have been consulted for consideration and identification of items that are to be addressed by this project. Impacts on other projects adjacent to this one – identification of any, analysis of impacts, discussion of this project’s response to the impact issues, solutions – have been identified and addressed. Please note any additional comments or information from a code perspective that may impact this project scope, schedule, budget, or quality.

Project Delivery Items Group(s) to Engage: Capital Planning and Space Management, Business and Finance, User Group 1) Review of construction cost estimates completed (documentation of cost information – assumptions, comparable project costs, etc.). 2) Two independent estimates been received and reviewed – one from a “builder/constructor”? 3) The overall project budget has been developed and is easily transferred to the standard University formats. 4) Does the project cost estimate take into consideration work being performed within a Project Labor Agreement (PLA)? PLA’s can have significant impact on project delivery and a decision on this should be made during and noted within Pre-Planning and Programming Phase work. 5) Does the project cost estimate address the cost of utilities to the project – renovations and new projects may be different? Will the University pay for the utilities or will the contractor/designbuilder? 6) Project costs have been presented, including delineated square footage costs. 7) For projects with fund-raising, the projected cash flow for funding – based upon the project schedule - has been developed and reviewed. 8) All budget and project cost exclusions, allowances and unit pricing have been provided. 9) If historic preservation is part of this project, costs associated with this work have been confirmed. 10) Assumptions for re-use of soils have been identified – without testing of the soils quality, best to assume no re-use. Would some soils tests be appropriate for this project? 11) Operations and maintenance costs and assumptions have been outlined, quantified and confirmed. 12) What project delivery methods have been considered and are being recommended for this project? Provide a detailed summary of the considerations and recommendations. 13) What strategies are intended to be used to maintain project budget at each phase of project development? Provide detailed summary of the strategies and how each can be implemented to the benefit of this project. 14) Project schedule with key milestones has been received and reviewed – minimum information should include durations for design, bidding, construction, and occupancy. If any segment of the schedule exceeds six (6) months, it is recommended that the schedule be further broken down. Confirm that the schedule accommodates impacts from and to other projects, program needs, special work hours due to project conditions, etc. Page 13 of 15 University of the Pacific Pre-Planning and Programming Phase Guide

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15) If multiple options are being considered there is a schedule and project cost evaluation for each of those options delineating the impacts. 16) Impacts on and to other projects adjacent to this one have been identified and reviewed. Identify, if any, analysis of these impacts, discussion of this project’s response to the impact issues, solutions, etc. 17) Please note any additional comments or information from a project delivery/project management perspective that may impact this project scope, schedule, budget, or quality.

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Total Project Cost Estimate Format (Estimate is to be generated in current dollars.) Professional Services Costs:

Owner Costs:

Pre-Planning and Programming Services Architectural Services/Reimbursables Engineering Services/Reimbursables Low Voltage-Tech Services/Reimbursables LEED Consultant Appraisal and Escrow/Title Fees Site Surveys Building Assessments Geotechnical/Subsurface Investigation Environmental Consultants – CEQA Hazardous Materials Design and Monitoring Specialty Consultants Cost Consultants Constructability Review Audit Fees Legal Fees Construction Inspection and Testing Historic Preservation Sound and Vibration Consultants Lighting Consultant Elevator Consultant Building Commissioning Art Community Outreach/Engagement Services Other Professional Services Costs (detail)

Building Permit Fees Energy Analysis Fee Preliminary Tests (listed and quantified) Utility Set-Up Fees (listed and quantified) Outside Agency Fees (listed and quantified) Furniture and Equipment Books and Media (library projects) Owner-Provided FF&E Moving and Storage Costs Swing Space Relocatable Buildings – purchase/lease, install Printing and Document Distribution Advertisement/Notices Project Management Construction Management Site Security Systems Start-Up/Training Construction Contingency Hard Cost Contingency Soft Cost Contingency Owner Contingency Capital Endowment Contribution Other Owner Costs (detail)

Construction Costs:

Escalation Financing

Other Costs:

Pre-Construction Services Land Acquisition Building Acquisition Demolition Owner-Furnished Materials Environmental Clean-Up/Remediation Use 2012 CSI Master Spec Format Other Construction Costs (detail)

PLEASE NOTE: Total Project Cost Estimate to include quantification of all line items on this list or have a note - “Not Applicable to this Project” - in the final submission.

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Attachment B Agreement Form

C o n s e r v a t o r y

o f

M u s i c

U n i v e r s i t y o f P r e - P l a n n i n g

t h e a n d

P a c i f i c R F P # 2 0 1 3 - 0 2 P r o g r a m m i n g S e r v i c e s

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UNIVERSITY OF THE PACIFIC STANDARD PROFESSIONAL SERVICES AGREEMENT This Standard Services Agreement (this “Agreement”) is made and entered into effective as of March ___, 2013 (the “Effective Date”) by and between University of the Pacific, a California nonprofit public benefit corporation (“University”), and __________________, [if an entity, describe state of organization and type of entity (i.e., a California corporation); if an individual, so state and include any applicable dba (i.e., an individual d/b/a XYZ Consulting)] (“Consultant”). Recitals A. University is an independent, comprehensive university offering more than eighty (80) undergraduate and graduate majors and degrees through eight (8) schools and colleges at its campuses in Stockton, Sacramento, and San Francisco. B. Subject to the terms and conditions of this Agreement, University desires to engage Consultant to provide certain professional pre-planning and design services (the “Services”) for its _____________________ on the University of the Pacific Stockton, California campus, and Consultant desires to provide such Services to the University. In consideration of the promises and the mutual covenants and agreements set forth below, the parties hereto agree as follows: Agreement 1. Services. Consultant agrees to perform the Services required under this Agreement and as specifically set forth in the scope of work attached hereto and incorporated herein by reference as Exhibit A (“Scope of Work”). Use of the term “Agreement” shall include the Scope of Work and all other exhibits, schedules or attachments referenced herein. Consultant and its employees shall perform all the Services and Consultant may not subcontract to any third party any portion of the Services without University’s prior written consent. 2. Progress Reports. Consultant shall prepare monthly and weekly progress reports in such form required by the University. Each progress report shall specific, among other things, an estimated percentage of completion, whether the Project is on schedule, and if not, the reasons therefor and the new schedule, as well as the number of worker-days worked for each category of labor and the projected work to be completed in the next succeeding month. The Consultant shall cooperate with the University to prepare such additional reports as required by the University. 3. Compensation and Expenses. University shall pay to Consultant the fees set forth in the Scope of Work (“Fees”). Unless otherwise stated in the Scope of Work, the Fees shall include, and Consultant shall be responsible for, all expenses and taxes incurred by Consultant in connection with providing the Services. 4. Payment Terms. Consultant shall submit to University on a monthly basis an invoice listing in detail all Services provided to University and Fees incurred by Consultant in the prior

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month (“Invoice”). University shall remit payment to Consultant on undisputed Invoices within forty-five (45) days (excluding holidays) of receiving the Invoice. The provisions of this Section 4 shall apply unless different payment terms are set forth in the Scope of Work. (a) In the event Consultant retains any sub-consultants or subcontractors to perform any services Consultant shall pay all its sub-consultants and subcontractors not later than seven (7) days after receipt of each payment from the University for undisputed services provided by the sub-consultant or subcontractor. 5.

Term and Termination.

(a) Term. The term of this Agreement shall commence on the Effective Date and shall expire as set forth in the Scope of Work, provided that this Agreement may be terminated earlier as provided in this Section 5. (b) Termination Without Cause. University may terminate this Agreement at any time, without cause or penalty, by giving at least thirty (30) days’ advance written notice to Consultant. (c) Termination For Cause. Each party shall have the right to terminate this Agreement in the event of the other party’s material breach of an obligation, representation, or warranty set forth in this Agreement; provided, however, that such termination will not become effective unless and until (i) the party not in default has given the other party written notice of breach, which notice shall state in reasonable detail the nature of said breach, and (ii) the party allegedly in default shall have failed to remedy said default to the reasonable satisfaction of the party not in default within ten (10) business days following the giving of the notice. Material breach shall include, but not be limited to, Consultant’s failure to perform the Services in accordance with the terms set forth in this Agreement including the Scope of Work (with time being deemed of the essence with respect to adherence to any timetable set forth in the Scope of Work or otherwise agreed to in writing by Consultant). (d) Effect of Termination. Any early termination of this Agreement, whether for a party’s breach or otherwise, shall be without prejudice to any claims or damages or other rights of one party against the other party. In the event of early termination of this Agreement by either party: (i) University shall pay Consultant all undisputed amounts due for Services rendered and, if applicable, non-refundable expenses incurred, prior to the termination date; provided, however, that University may set off and apply all or any portion of the amount owing by University to Consultant against any and all damages or other amounts owed by Consultant to University. The Consultant shall not be entitled to anticipated profits. (ii) If any Fees have been prepaid by University, Consultant shall refund to University the amount of any such prepaid Fees that exceeds the value of Services actually rendered by Consultant prior to the termination date. (iii) Consultant shall deliver to University, at a time and in a manner acceptable to University, all Confidential Information (as defined below in Section 7) and copies 1

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of all finished or unfinished Work Product (as defined below in Section 8), whether in paper, electronic, or any other form. (iv) The provisions of Sections 5(d) (Effect of Termination), 6 (Independent Contractor Relationship), 7 (Acknowledgment of Ineligibility for Benefits), 8 (Confidentiality), 9 (Ownership of Work Product), 10 (Consultant’s Representations and Warranties), 11(b) (Continuous Coverage), 12 (Indemnification), 13 (Limitation on Damages), 14 (Governing Law), 15 (Dispute Resolution), 16 (Use of Names and Logos), 19 (Notice), 24 (No Third Party Beneficiaries), 27 (Captions), 28 (Construction), 31 (Severability of Terms) and 33 (Entire Agreement) shall survive termination of this Agreement. 6. Independent Contractor Relationship. Consultant enters into this Agreement as, and shall continue to be, an independent contractor. Except as set forth in this Agreement, Consultant shall determine the method, details, and means of performing the Services. Neither Consultant nor Consultant’s employees or subcontractors shall be deemed to be employees or agents of University. Consultant is responsible for direct payment, when and as due, of any taxes incurred as a result of the compensation paid under this Agreement, including estimated taxes, as well as for any such payments with respect to Consultant’s employees or subcontractors, and Consultant shall provide University with proof of payment upon request. Nothing in this Agreement is intended to establish a partnership, joint venture, or agency relationship between the parties, and neither Consultant nor Consultant’s employees or subcontractors are authorized to bind University or make any representations on its behalf in any matter. 7. Acknowledgement of Ineligibility for Benefits. Consultant and Consultant’s employees or subcontractors will not be entitled to, and will not seek, any benefits made available to University employees, including, but not limited to: worker’s compensation, group health insurance, disability insurance, or participation in any employee retirement plan. 8.

Confidentiality.

(a) Proprietary Information. At all times hereafter, Consultant will keep in confidence and trust all Confidential Information (as defined below) that Consultant learns of or receives during the term of this Agreement, and will not use, reproduce, or disclose to others any Confidential Information without University’s advance written consent, except (i) as may be directly necessary in the ordinary course of performance of the Services under this Agreement, or (ii) in accordance with a judicial or other governmental order, provided however, that, to the extent reasonably possible, Consultant shall give University reasonable notice prior to making any such disclosure in sufficient time so University may object to such disclosure if it so chooses, and provided further, that Consultant shall disclose only that portion of the Confidential Information that it is legally required to disclose. “Confidential Information” shall mean any and all proprietary information of University, including, without limitation, information on University finances, employees, students, or alumni, and information relating to any current, future, or proposed University program, project, business practice, method of operation, funder, or marketing plan. “Confidential Information” also includes proprietary or confidential information of any third party who may disclose such information to University in the normal course of business. “Confidential Information,” however, shall not include any information 2

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which Consultant can establish (x) was known to Consultant before disclosure to Consultant under this Agreement as a result of being made generally available in the public domain, or (y) becomes publicly known and made generally available in the public domain after disclosure to Consultant under this Agreement, or is received by Consultant from a source other than University, in both cases other than by a breach of an obligation of confidentiality. Consultant further agrees that it shall not disclose the existence or terms of this Agreement to any third party without the prior written consent of University. Consultant’s failure to comply with the provisions of this Section 8(a) shall constitute a material breach of this Agreement. (b) Student Records. If University provides Consultant with access to any “personally identifiable information” from student education records as defined by the Family Educational Rights and Privacy Act and its implementing regulations (collectively, “FERPA Protected Information”), Consultant hereby certifies that access to FERPA Protected Information is necessary for the performance of the Services and Consultant’s duties and responsibilities under this Agreement, and agrees that Consultant shall be subject to, and shall comply with, the same conditions and restrictions on the use and re-disclosure of FERPA Protected Information as apply to University pursuant to applicable law. Consultant’s failure to comply with the provisions of this Section 8(b), or Consultant’s failure to abide by legally applicable security measures and disclosure and re-disclosure restrictions with regard to FERPA Protected Information, shall constitute a material breach of this Agreement. (c) Protected Health Information. It is possible that in providing the Services, Consultant may have or be provided access to “protected health information” (“PHI”) as that term is defined in the Health Insurance Portability and Accountability Act of 1996 and the rules and regulations promulgated thereunder (collectively, “HIPAA”). Consultant agrees and acknowledges that all protected health information shall be treated as Confidential Information as defined above in Section 8(a). 9. Ownership of Work Product. Consultant acknowledges and agrees that all work product or deliverables prepared for, arising from, related to, or incorporated in the Services including, without limitation, all ideas, concepts, inventions, expressions, information, material, works of authorship, plans, programs, programming code, systems, work notes, drafts, specifications, design documents, flow charts, software programs, reports, analyses, data, surveys, print copy, artwork, plates, photo negatives and positives, boards, preliminary outlines, sketches, letters, invoices, proposals, databases, and reports (collectively, “Work Product”) shall be owned solely and exclusively by University, including without limitation, all corrections, modifications, and derivative works to such Work Product. The Work Product shall be considered University’s Confidential Information for purposes of Section 8. Notwithstanding anything to the contrary in this Agreement, the Consultant shall have the right to retain copies and use the instruments of service for any lawful purpose, including without limitation use of elements of the design on other projects, provided that the Consultant shall be responsible for the consequences of such use. Consultant’s Representations and Warranties.

10.

(a) Authorization. Consultant represents and warrants that Consultant has full power and authority to enter into this Agreement and to carry out the Services contemplated by this 3

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Agreement, and that the execution, delivery, and performance of this Agreement have been duly authorized by all requisite corporate action on the part of Consultant. (b) Compliance with Laws. Consultant represents and warrants that Consultant will comply with all laws, ordinances, statutes, regulations, codes and the Owner’s Standards, applicable to the performance of its obligations under this Agreement and to the provision of the Services. (c) No Violations. Consultant represents and warrants that Consultant’s execution, delivery, and performance of this Agreement will not constitute: (i) a violation of any judgment, order, or decree binding on Consultant; (ii) a breach under any contract by which Consultant is bound; or (iii) an event that would, with notice or lapse of time, or both, constitute such a breach. (d) Performance Warranty. Consultant represents and warrants that the Services will be performed with the degree of skill and care that is required by current, good, and sound professional procedures and practices, and in conformance with generally accepted professional procedures and industry standards prevailing at the time the Services are performed, and that all Services meet the specifications set forth in the Scope of Work. Consultant further represents and warrants that Consultant and all personnel used to perform the Services, including permitted subcontractors, possess the knowledge, skill, and experience necessary to perform the Services. (e) Licenses and Permits. Consultant represents and warrants that Consultant has, and shall maintain in effect for the duration of this Agreement, all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required for Consultant to render the Services. Consultant shall also ensure that all permitted subcontractors are similarly licensed and qualified. (f) Intellectual Property. Consultant represents and warrants that no Work Product prepared or produced by Consultant pursuant to this Agreement, nor the use of any such Work Product by University, will infringe or constitute an infringement of any intellectual property right of any third party, that no third party shall have any proprietary rights in any Work Product, and that Consultant has the authority to deliver title free and clear of all liens or encumbrances to all such Work Product to University. Consultant also represents and warrants that unless otherwise specifically stated in the Scope of Work, no proprietary information of Consultant or any permitted subcontractor will be included in any Work Product and that to the extent Work Product includes any permitted third party proprietary information, including that of Consultant, delivery of the Services shall include a perpetual, non-exclusive, world-wide, royalty free license to use such proprietary information for the purposes for which it was provided. 11.

Consultant’s Insurance.

(a) Required Insurance Coverage. Consultant shall, at Consultant’s sole cost and expense, procure and maintain for the duration of this Agreement the insurance coverage set forth below for claims arising from Consultant’s performance under this Agreement and for which Consultant may be legally liable, whether such liability results from any actions or omissions of Consultant, Consultant’s subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable: 4

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(i) Commercial General Liability insurance coverage to include premises and operations, personal/advertising injury, products/completed operations, and liability assumed under an insured contract (including defense costs assumed under contract), with limits of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) general aggregate, and Two Million Dollars ($2,000,000) products/completed operations aggregate. Such insurance shall provide, or be endorsed to provide, that University and its officers, directors, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of Consultant’s performance under this Agreement. (ii) Workers’ Compensation insurance covering Consultant’s own employees as required by law, to include Employer’s Liability coverage with a limit of not less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. (iii) Errors and Omissions Liability insurance appropriate to Consultant’s profession with limits of not less than One Million Dollars ($1,000,000) per occurrence/claim and Two Million Dollars ($2,000,000) aggregate. (iv) If an automobile is to be used by Consultant in performing the Services, a policy of comprehensive automobile liability insurance covering the operation of all automobiles used in connection with the performance of this Agreement (whether owned, non-owned, or hired) with such policy to afford protection to the limit of One Million Dollars ($1,000,000) with respect to bodily injury or death of any one person, One Million Dollars ($1,000,000) with respect to bodily injury or death of any number of persons in any one occurrence, and One Million Dollars ($1,000,000) with respect to damage to property of any one owner from one occurrence. Such insurance shall provide, or be endorsed to provide, that University and its officers, directors, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of Consultant’s performance under this Agreement. (v) Valuable Papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed and electronic documents on an all-risk basis in an amount sufficient to cover the cost of research, re-creation or reconstruction of valuable papers or records related to the Services. (vi) The Consultant shall require all sub-consultants and subcontractors to maintain the same insurance coverage as is required in this Agreement of Consultant. Such insurance shall provide, or be endorsed to provide, that University and its officers, directors, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of sub-consultant’s or subcontractors performance under this Agreement. (b) Continuous Coverage. Should any of the insurance required of Consultant under this Agreement be provided under a claims-made form, Consultant shall maintain such coverage continuously throughout the term of this Agreement and, without lapse, for a period of three (3) years beyond the expiration or earlier termination of this Agreement, such that, should occurrences during the term of this Agreement give rise to claims made after the expiration or termination of this Agreement, such claims shall be covered by such claims-made policy (or an equivalent policy affording prior acts coverage).

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(c) Insurance Carriers. All insurance required of Consultant hereunder shall be through insurance carriers licensed to do business in the State of California and otherwise reasonably acceptable to University. (d) Certificates and Endorsements. Consultant shall furnish University with original certificates and amendatory endorsements affecting the insurance coverage required of Consultant under this Agreement. All certificates and endorsements are to be received and approved by University before performance under the Agreement commences, and on an annual basis thereafter for the duration of the term of this Agreement. University reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications, at any time. (e) Waiver of Subrogation; Cancellation or Modification. Each insurance policy required of Consultant under this Agreement shall include a waiver of subrogation clause and shall be endorsed to state that Consultant’s coverage shall not be canceled, modified, or materially changed except after thirty (30) days’ prior written notice by certified mail, return receipt requested, to the person set forth in Section 19 below has been given to University. (f) Consultant’s Insurance Primary. For any claims arising out of this Agreement, Consultant’s insurance coverage, whether or not required under this Agreement, shall be primary insurance as respects University, its regents, officers, directors, employees, and volunteers. Any insurance or self-insurance maintained by University, its regents, officers, directors, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute with it. Consultant agrees that it shall obtain any necessary endorsements to its insurance policies to effect the requirements of this paragraph. 12.

Indemnification.

(a) Indemnification by Consultant. Consultant agrees to hold harmless, defend (with counsel acceptable to University), and indemnify University and its regents, officers, directors, employees and agents (each an “Indemnified Party” and collectively, “Indemnified Parties”) from and against all claims, damages, losses, and expenses (including without limitation attorneys’ fees and costs of litigation) arising out of (i) the performance of the Services, except to the extent that such claims, damages, losses, or expenses are caused by the active negligence, sole negligence, or willful misconduct of University, or (ii) any breach or default in the performance of any of Consultant’s obligations hereunder including, without limitation, any breach of any warranty or representation. (b) Defense of Claims. In the event an Indemnified Party is made a party to any action or proceeding by reason of any matter for which Consultant has hereby agreed to indemnify the Indemnified Party, then Consultant, upon notice from the University, shall defend such action or proceeding on behalf of the Indemnified Party at Consultant’s sole cost and expense. If Consultant or its attorney is not vigorously or adequately defending any such claim, the Indemnified Party shall have the right, but not the obligation, to join and participate in, as a party if it so elects, any proceedings or actions related to such claims and to have its attorneys’ fees and costs in connection therewith paid by Consultant. Notwithstanding the foregoing, the

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University may participate at any time in proceedings with counsel of its own choosing at its own cost. (c) Judgment or Settlement of Claims. Consultant shall not consent to the entry of any judgment or enter into any settlement with respect to any third-party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages to be paid solely by Consultant or its insurance carrier and does not impose an injunction or other equitable relief upon the Indemnified Party. (d) Survival. This indemnity shall not be limited by reason of any insurance coverage required under this Agreement and shall survive termination of this Agreement. 13. Limitation on Damages. In no event shall either party be liable to the other party for any special, consequential, indirect, exemplary, punitive, incidental, or similar damages (including, without limitation, loss of profits), even if such party has been apprised of the possibility thereof; provided, however, that the foregoing limitation shall not apply in the event that Consultant breaches any of the provisions of Sections 8 (Confidentiality) or 10(f) (Intellectual Property) of this Agreement. 14. Governing Law. This Agreement, and any dispute between the parties arising out of this Agreement, shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws rules. 15.

Dispute Resolution; Legal Fees and Costs; Forum for Legal Action.

(a) Meet and Confer. In the event of any dispute, controversy, claim, or disagreement arising out of or related to this Agreement or the acts or omissions of the parties with respect to this Agreement (each, a “Dispute”), the parties shall, as soon as reasonably practicable after one party gives written notice of a Dispute to the other party (the “Dispute Notice”), meet and confer in good faith regarding such Dispute at such time and place as mutually agreed upon by the parties. If any Dispute is not resolved to the mutual satisfaction of the parties within ten (10) business days after delivery of the Dispute Notice (or such other period as may be mutually agreed upon by the parties in writing), the parties shall settle such Dispute as otherwise set forth in this Section 15. (b) Other Proceedings. In the event a Dispute is not resolved by the meet and confer provisions under Section 15(a) above, the parties may choose any other available legal means to settle the Dispute. Each party agrees that a violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies. (c) Legal Fees and Costs. Each party shall be entitled to recover the cost of enforcing the understanding and agreements as reflected herein, including, without limitation, any attorney’s fees and costs incurred.

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(d) Forum for Legal Action. Any and all legal action that is initiated to enforce any provision of this Agreement or arising out of or related to this Agreement must be brought or filed in either the state or federal court of California. 16. Use of Names and Logos. Consultant agrees that it shall not use the University’s name, or the name of any school or division thereof, or any logo or insignia of the University or any school or division thereof, or otherwise identify the University or any of its schools or divisions in any form of publicity or disclosure without the prior written permission of the University, which permission may be given or withheld in the University’s sole discretion. 17. No Assignment. The Services to be rendered pursuant to this Agreement are personal in nature, and Consultant may not, voluntarily or by operation of law, assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the University. 18. No Subcontracting. Notwithstanding anything in this Agreement to the contrary, Consultant may not use any subcontractor to perform any of Consultant’s obligations under this Agreement unless (a) Consultant has obtained the prior written consent of the University to the use of the subcontractor, and (b) Consultant has entered into a separate written agreement with the subcontractor which requires the subcontractor to agree to and abide by all the terms and conditions of this Agreement. The University shall be deemed to be a third party beneficiary of any such agreement between Consultant and a permitted subcontractor. Notwithstanding the foregoing, Consultant shall not be relieved of any of its duties or obligations under this Agreement as a result of entering into a written agreement with a permitted subcontractor. 19. Notice. All notices or other communications given hereunder shall be in writing and shall be deemed to have been duly given (a) on the date delivered if delivered by personal delivery or by overnight delivery service (such as FedEx); (b) on the third (3rd) business day after mailing via U.S. registered or certified mail, first class, postage prepaid; or (c) on the date transmitted by facsimile with confirmation of successful transmission. Any notices or other communications given hereunder shall be addressed as follows, provided that either party may specify a different address by written notice to the other party in accordance with this paragraph: If to University:

University of the Pacific West Memorial Center 3601 Pacific Avenue Stockton, California 95211 Attn: Patrick D. Cavanaugh Fax number: 209-942-0214

If to Consultant:

[Consultant] [Address] [City, State, Zip] Attn: _______________________________ Fax number: _________________________

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20. Compliance with Laws. Each party shall be separately responsible for compliance with all laws, rules, and regulations which may be applicable to its respective activities under this Agreement. 21. Accreditation, Licensing, and Credentials. Each party shall be separately responsible for accreditation, licensing, and credentialing of its own entities and employees, as applicable, and each party agrees to furnish to the other evidence of such accreditation, licensing, and credentials upon request by the other. 22. Hazardous Materials. Unless otherwise required in this Agreement, the Consultant shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the site. 23. Audit Rights. The University and/or its accountants, auditors, and agents shall, upon reasonable prior notice and during customary business hours, be entitled to audit, inspect, examine, and reproduce all of the Consultant’s information, materials, records, or data relating to the Services, including, but not limited to, accounting records, written policies and procedures, subcontract files (including subcontracts, proposals of successful and unsuccessful bidders, bid recaps, etc.), original estimates, estimating work sheets, correspondence, Change Order files (including documentation covering negotiated settlements), back charge logs and supporting documentation, general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends, drawings, receipts, purchase orders, vouchers, memoranda, subscriptions, recordings, computerized information, drawing, agreements, and other information, materials, records or data relating to the Services (“Records”). Such Records shall also include information, materials, records or data necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Agreement. In those situations where Consultant’s Records have been generated from computerized data, the Consultant agrees to provide the University with extracts of data files in computer readable format on disks or suitable alternative computer exchange formats. (a) The Consultant shall preserve the Records for a period of twelve (12) years after final payment or for such longer period as required by law, provided, however, that if a claim is asserted during said twelve (12) years period, the Consultant shall retain all such Records until the claim has been resolved. (b) The Consultant shall require all sub-consultants and subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in a written agreement between the Consultant and the sub-consultant or subcontractor. (c) If an audit discloses overpricing or overcharges (of any nature) by the Consultant to the University, in addition to repayment or credit for overcharges, the reasonable, actual costs of the audit shall be reimbursed to the University by the Consultant. Any adjustments and/or payments that must be made as a result of any audit shall be made within a reasonable time not to exceed ninety (90) days from presentation of the University’s findings to the Consultant.

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24. No Third Party Beneficiaries. No provision of this Agreement is intended to confer any benefit upon any third party and no third party shall have the right to enforce any provision of this Agreement. 25. Non-Discrimination and Equal Employment Opportunity. Consultant shall comply with the California Fair Employment and Housing Practices Act (Government Code 12900 et seq.) and any amendments thereto. No discrimination shall be made in the employment of persons upon because of the race, religious creed, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual orientation, sex of such persons, or disability or veteran status, except as provided in Section 12940 of the Government Code, and violating this section is subject to all the penalties imposed for a violation of Chapter I of Part 7, Division 2 of the Labor Code. 26. Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. 27. Captions. All paragraph and section captions and headings in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement. 28. Construction. This Agreement shall be interpreted in an even-handed manner and without regard to any presumption against the party that was responsible for its drafting. 29. Time of Essence. Agreement.

Time is of the essence with respect to every provision of this

Day. “Day” as used herein shall mean and refer to a calendar day.

30.

31. Severability of Terms. If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 32. Modifications. This Agreement including, without limitation, the Scope of Work, may not be modified except by an instrument in writing executed by duly authorized representatives of the parties. 33. Entire Agreement. This Agreement together with the exhibits hereto constitutes the entire agreement between the parties pertaining to its subject matter, superseding all prior and contemporaneous agreements, proposals, letters of intent and memorandums of understanding, and no other representations or understandings of the parties, whether written or oral, shall be binding. 34. Counterparts. This Agreement may be executed in several counterparts, each of which so executed shall constitute one and the same instrument. [Signatures to immediately follow on next page]

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IN WITNESS WHEREOF, this Agreement has been duly executed on behalf of the parties hereto as of the Effective Date. UNIVERSITY OF THE PACIFIC By: Name: Patrick D. Cavanaugh Title: Vice President for Business and Finance CONSULTANT By: Name: Title:

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