Section: PROFESSIONAL SERVICES FOR CAMPUS DEVELOPMENT CONTENTS

Policy Number: 9208

Policy Title: General Requirements for Agreements

Policy Effective Date: (Rev 1.07)

Last Revision Date:
(see revision history)

POLICY OBJECTIVE

To administer public works contracts under the authority given the Trustees in the Public Contract Code including those sections, referred to as The California State University (CSU) Contract Law.

POLICY STATEMENT

9208 GENERAL REQUIREMENTS FOR AGREEMENTS
Professional services for capital improvements shall not be performed without an approved, fully executed agreement. All agreements shall cover the specific conditions involved.

Standard form agreements for professional services have been developed by the chancellor's office for use where the Board of Trustees (campus or Chancellor’s Office) is the contracting party or where systemwide revenue bonds are used.

Standard form agreements include:

Agreement type	Use for:	Limitations on Use
Project Architect/Engineer Agreement	A/E design services for Major Capital projects	Intended as the owner/architect agreement for larger building projects. Typically not appropriate for use on minor capital projects or supporting design services due to extensive deliverables defined in agreement.
Service Agreements	Design services for Minor Capital or JOC projects Supportingdesign services for any project CEQA, feasibility, master plan studies Miscellaneous professional services, specialty design services including geotechnical, hazardous material reviews, acoustical, laboratory or other design studies, testing or inspection, services.	Service Agreements do not contain the comprehensive framework of deliverables identified in the Project A/E Agreement thus campuses must use care to develop Service Agreement Scope of Services to comprehensively describe: Scope of work, project schedule, deliverables, fee, payment times, and special conditions which may include, but are not limited to the following: Extent of cost estimates to be provided, listing of consulting engineer disciplines required as a part of the work, extent of outside agency plan reviews required, extent of bidding support is required, extent and frequency of construction administration support required, extent of as-built documents required
Task Order Service Agreements for Professional Services	Design services for Minor> Capital or JOC projects Supporting design services for any project	Same as Service Agreements plus the following: Agreement value limited to $400,000 maximum. Agreement term limited to one year. May not issue multiple concurrent agreements to a single service provider.
Systemwide Master Enabling Service Agreements	Plan check reviews, Seismic Peer Reviews, Mechanical Systems reviews.	Must use Service Order Authorizations to initiate services. The base enabling agreements may only be implemented by CPDC. Extra Services directly related, but outside of the MEA scope may be authorized by the campus.
Energy Service Agreements	Use within ESCO program.	For use only within ESCO program Contact CPDC Plant Energy & Utilities Group for information on this program.

Copies of these professional agreement forms are available for campus use from the CPDC A&E web site.

Standard form agreements need not be used where the Board of Trustees is not the contracting party. In such cases the CSU standard form agreements may be modified to delete reference to trustees and substitute the contracting party or other agreements may be used.

The following general requirements are applicable to agreements for services in connection with capital outlayprojects.

9208.01 SCOPE OF SERVICES

Services to be performed shall be stated clearly and concisely. Services shall be clearly defined by the campus for each phase, as applicable, for the project. The objective is to provide a description of the project and campus expectations so that the service provider understands the total extent of the work to be performed and to preclude misunderstandings. Representative scope of work examples are available from CPDC for architect and engineer’s services.

9208.02 AUTHORIZATION OF PROFESSIONAL SERVICES

Service providers shall not begin work on a CSU project before an agreement has been fully executed and approved. Campuses are directed not to encourage such work and to stress to their service providers that any such work performed is at the service provider’s own risk.

Campuses are encouraged to solicit firms and prepare design agreements in advance of the earliest anticipated start date of work, but are cautioned not to authorize work until funds are available. The campus has the option to fund initial design work with its own funds in advance of state funding. On state projects campus
reimbursement of advanced funds may occur, but is dependent upon the specifics of the state budget authorization and cannot be guaranteed.

Extra services for professional service agreements call for the provision of services to be authorized in writing in advance and, in the main, it is expected that projects be administered in this manner. Considering the above, when the project administrator considers it to be in the best interest of the trustees, it is permitted to verbally direct a service provider to start extra service work in advance of formal written authorization. In such cases the project administrator shall make a specific request for the service provider to proceed with work in expectation
of a confirming written authorization.

At the time of the request the project administrator shall identify and obtain verbal confirmation from the service provider regarding:

1. Scope of work
2. Start/completion date
3. Dollar limit of the authorization
4. Payment terms, either hourly or lump sum

Verbal authorization of any individual extra service shall not exceed $50,000.

The project administrator shall provide written follow up (email is acceptable) to the service provider confirming the intent of the trustees to issue an authorization within two (2) working days.

The project administrator shall issue the written authorization for services without undue delay (no longer than three (3) weeks) thereafter.

9208.03 TIME OF COMPLETION

The expected time of completion of services shall be specified in the agreement documents. This may be stated in terms of calendar days or as a schedule of milestones and corresponding dates. If services are to continue through the construction phase of the project, it may be difficult to define a specific period of performance. In these cases, the time of completion should be defined in conjunction with an event, such as the date of the filing of a Notice of Completion for the project or upon written notification to the service provider of the acceptance by the campus of work performed.

9208.04 COMPENSATION

For major capital project commissions to architects, engineers and landscape architects the university shall negotiate fees, using the appropriate trustee approved ‘Schedule of Project Architect and Engineer Lump Sum Fees’. If the campus elects to vary from this schedule an explanation letter shall be provided to CPDC and maintained in the project file.
Professional fees for minor capital projects, master plans, and special studies shall be determined by the campus on an individual basis.

9208.05 TIME OF PAYMENT

The amount and time of payment, i.e., in arrears when the services are completed to the satisfaction of the campus or upon a mutually agreed schedule, shall be specified in the agreements. If progress payments are elected, payments shall be for only the portions of the work properly completed and for which the campus has
received tangible benefits; e.g., after approval of preliminary drawings or after receipt of an acceptable preliminary report of findings. It also is important to define reimbursable expenses or extra services (see standard professional Architectural or Engineering Agreements) and the rate at which they will be compensated.

9208.06 OMITTED

9208.07 OWNERSHIP

Designs, drawings, specifications, electronic equivalents and other technical data produced in the performance of agreements shall be specified to become the property of the trustees. Agreements may grant the Architect/Engineer the right to reuse aspects (i.e. details and design elements) of the design developed for this
project in other designs for other future projects including those with other clients.
Agreements shall specify that the trustees shall have access at reasonable times to inspect and make copies of notes, designs, drawings, specifications, electronic files, calculations and other technical data pertaining to the work performed under the agreement.

9208.08 USE OF DOCUMENTS

The university retains the right to utilize any documents prepared under a CSU professional services agreement regardless of whether the agreement is terminated or the project is suspended or abandoned. This right allows the university to use these documents in the future for the same project, a modified version of it, or for one that is similar.

Reusing the documents on another project without the approval of the Architect/Engineer relieves the Architect/Engineer of liability resulting from their use.

9208.09 INCOMPATIBLE ACTIVITIES AND CONFLICT OF INTEREST AFFIDAVIT

Reference: Education Code, Section 89006.

The following provisions are to be included in the terms of any professional services agreement between the CSU and the service provider:

A. The service provider is prohibited from utilizing any information, not a matter of public record, which is received by him/her by reason of his/her employment by, or contractual relationship with, the trustees, the CSU, or an auxiliary organization of the CSU, for personal gain not contemplated by the terms of the
employment or of the contract. Such prohibition shall remain in effect, regardless of whether the service provider is or is not employed or under contract at the time the gain is realized.
B. Any report, survey, or product developed by the service provider pursuant to this contract becomes the property of the trustees of the CSU, unless otherwise indicated within the contract. Such property shall not be utilized by the service provider in any manner unless authorized by the trustees.

9208.10 NONDISCRIMINATION

All employers who are, or who wish to, provide professional services for the state shall develop and implement a nondiscrimination program. The campus is required to include this provision in its agreements for services in connection with a public work. The appropriate nondiscrimination clause and statement of compliance have
been included in the Contract General Provisions, SUAM Appendix BA 2969-, Exhibit 4.

9208.11 NOTICE OF AGREEMENT

Reference: Government Code Sec. 12990, Title 2 California Code of Regulations, Section 8117.5.

Written notice shall be given at least quarterly to the Department of Fair Employment and Housing, Office of Compliance Programs, of all contracts over $5,000. For each contract awarded, the notice shall list the name, address, and telephone number of the contractor; the date of the contract award; the contract number; the contractor’s Federal I.D. or Social Security identification number; the date of the contract award; the contract amount; the project location; the name of the agent who signed the contract; the name of the contract-awarding campus, and name of the officer signing on behalf of the trustees.

9208.12 FEDERALLY FUNDED PROJECTS

Agreements for projects that are either fully or partially funded from federal sources (e.g., Department of Energy grant funds) shall contain the following provision:

"Copeland 'Anti-Kickback' Act: All work performed as part of this project shall conform to the provisions of the Copeland 'Anti-Kickback' Act (18 U.S.C. 874) as implemented in Department of Labor regulations (29 CFR Part 3)."

This general requirement shall be incorporated either in the Contract General Provisions or in the Supplementary Provisions to these procedures. The campus is required to incorporate this provision, along with other special provisions it deems proper, in all contracts for services in connection with a public work. Any
deviation from the required provision shall be approved by the CSU Office of General Counsel.

9208.13 INCORPORATION OF GENERAL AND SUPPLEMENTARY PROVISIONS

The CSU Construction Contract General Conditions and Supplementary General Conditions shall be referenced in all agreements for professional services that involve construction phase design activities, i.e. Contract Administration services.

9208.14 DRUG FREE WORKPLACE CERTIFICATION

Reference: Government Code Sections 8355, 8356, 8357.

Government Code Sections 8355 requires state professional consultants and recipients of state grants to maintain a ‘drug-free workplace’. A campus may cancel an agreement or grant if a professional agreement or grantee has failed to comply with requirements defined in the statute.

9208.15 VENDOR DATA RECORD (STANDARD FORM 204)

Reference: Revenue & Taxation Code Section 18637.

The State Revenue and Taxation Code requires the state to report (called an information return) certain payments made to individuals, corporations, and partnerships when such payments total at least $600 of income in a calendar year from a state agency, including the CSU. A state Standard Form 204 shall be completed by each vendor or contractor (except for a state or other governmental entity) doing business with the State of California. This form shall be completed only for a new vendor or contractor, at the time the initial purchase order or contract with such vendor or contractor is issued. The completed form (or a copy of it) shall be retainedon file in the campus accounting office for subsequent forwarding to the State Franchise Tax Board.

APPLICABILITY AND AREAS OF RESPONSIBILITY

REVISION HISTORY

RESOURCES AND REFERENCE MATERIALS

Useful Guidelines:

Related Principles:

Sound Business Practices:

Laws, State Codes, Regulations and Mandates:

COGNIZANT OFFICE(S)

CO Manager:

Nancy Freelander-Paice
Executive Program & Fiscal Manager, CPDC AVC Office
CSU Office of the Chancellor
nfreelander-paice@calstate.edu

Subject Expert: