Sample Short Form Agreement - Build-laccd.org

PROFESSIONAL SERVICES MASTER AGREEMENTBETWEEN DISTRICT AND CONSULTANTMAXIMUM APPROVED COMPENSATION: $10,000,000.00THIS PROFESSIONAL SERVICES MASTER AGREEMENT BETWEEN DISTRICT AND CONSULTANT (“MasterAgreement”) is entered into on the Effective Date by and between THE LOS ANGELES COMMUNITY COLLEGEDISTRICT, a community college district organized under the laws of the State of California, located at 770 WilshireBoulevard, 9 th floor, Los Angeles, California and___________., a Corporation, (“Consultant”) located at________________________.TERMS AND CONDITIONSNOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other valuableconsideration, receipt of which is hereby acknowledged by their signatures below, it is mutually agreed by and between theundersigned as follows:ARTICLE 1TERMThis Master Agreement shall be deemed effective on January 15, 2009 (“Effective Date”) and shall continue in effect untilthe earlier of either: (1) termination of this Master Agreement in accordance with Article 7, below; or (2) five (5) years fromthe Effective Date (“Term”). District is under no obligation to renew or extend the Term. Consultant is solely responsible if,due to circumstances within its control or responsibility, it is unable or fails to complete performance of any professionalservices undertaken pursuant to a Professional Services Task Order issued under this Master Agreement prior to expirationof the Term of this Master Agreement.ARTICLE 2CONSULTANT SERVICES2.1 Professional Services Task Orders. This Master Agreement is intended to establish the terms andconditions for the retention of Consultant to perform professional services pursuant to one or more Professional ServicesTask Orders that may be hereafter executed by District and Consultant using the form of Professional Services Task Orderattached hereto as Professional Services Task Order Form - Exhibit “A” attached hereto (“Professional Services TaskOrder”). Each Professional Services Task Order, if any, that is entered into shall state the specific terms hereafter agreed tobetween District and Consultant that will govern Consultant’s performance under the Professional Services Task Order,including, without limitation, terms pertinent to scope of services, compensation and time of performance. Each ProfessionalService Authorization shall be deemed to incorporate and be subject to the terms and conditions of this Master Agreement.In the event of a conflict between the incorporated terms of this Master Agreement and the express terms of a ProfessionalServices Task Order, the latter shall govern. If terms of conditions of this Master Agreement that are modified orsupplemented by a mutually executed Professional Services Task Order, such modifications or supplementary terms shallapply only to the Consultant’s performance of such Professional Services Task Order and shall not apply or govern theConsultant’s performance under any other Professional Services Task Order unless such modified or supplemented termsare expressly stated or incorporated in such other Professional Services Task Order.2.2 Agreement Defined. The term “Agreement” as used in this Master Agreement or in a ProfessionalServices Task Order means the whole of the agreement between District and Consultant that is created upon mutualexecution of a Professional Services Task Order, including both the express terms of the Professional Services Task Orderand the incorporated terms and conditions of this Master Agreement.Page 2 of 22

2.3 Scope of Services. The General Scope of Basic Services - Exhibit “B” attached hereto sets forth ageneral description of type(s) of professional services contemplated by this Master Agreement to be provided by Consultant,if and when a Professional Services Task Order is issued and mutually executed pursuant to this Master Agreement. Amore specific scope of services to be provided by Consultant shall be set forth in the Professional Services Task Order or itsexhibits. The scope of professional services to be provided by Consultant pursuant to a Professional Services Task Order(“Basic Services”) shall include not only those professional services expressly described in the Professional Services TaskOrder and its exhibits, but also any other professional services that, although not expressly described therein, arenonetheless reasonably inferable as necessary to achieve the objectives expressly stated therein or that are customarilyprovided by other professionals performing of a similar nature under similar circumstances.2.4 Standard of Care. Without limiting Consultant’s other obligations under an Agreement, Consultant shall atall times perform its obligations under an Agreement in an efficient and economical manner consistent with District's bestinterests as made known to Consultant by District and with the level of professional care, skill, practice, and judgmentexercised by other professional consultants performing services of a similar nature under similar circumstances.2.5 Reference Documents. Basic Services shall be performed with due consideration of and in a manner thatconforms to the matters disclosed by the reports, recommendations, surveys, documents and other information, if any, thatare identified as “Reference Documents” in the Professional Services Task Order or its exhibits. Consultant shall be entitledto rely upon the accuracy and sufficiency of information contained in the Reference Documents; however, Consultantunderstands and agrees that District does not impliedly or expressly warrant the accuracy or suitability of such information,and District shall have no liability to Consultant, other than as permitted by Article 4 of this Master Agreement for authorizedAdditional Services, in the event that any such information is inaccurate, incomplete, or insufficient.2.6 Applicable Laws, Licensing. Consultant shall perform its Basic Services and Additional Services inaccordance with all applicable laws, rules, building codes, regulations, ordinances, and orders of governmental authorities(“Applicable Laws”). Consultant shall, exercising the standard of care required by Section 2.4, above, keep informedregarding, and advise District of possible changes in, and the expiration of, Applicable Laws relevant to matters that are thesubject of Consultant’s performance under an Agreement, and shall promptly inform District of same in advance of theirbecoming effective. Consultant warrants and represents that it and its Subconsultants have, and will maintain throughout theTerm of this Master Agreement, any and all professional and business licenses issued by the State of California or otherappropriate federal, state or local governmental authority, required by Applicable Laws for the performance of services underan Agreement.2.7 Key Persons. Key Persons are those individuals employed by Consultant or a Subconsultant who arelisted as Key Persons in the Project Representative, Key Personnel and Pre-Approved Subconsultants - Exhibit “C” attachedhereto and as modified or supplemented, if at all, by the terms of a Professional Services Task Order or its exhibits, and anyadditions or replacements thereto approved by District, whose personal performance is deemed of the essence toperformance under this Master Agreement. In entering into an Agreement, Consultant represents that it has performed athorough background check of each of the Key Persons, and that each such check disclosed no felony conviction or othermatter which casts any reasonable doubt on the competency, reliability, or honesty of such person. Upon request by District,exercised in its reasonable discretion, Consultant shall at Consultant’s own expense remove any Key Person deemed byDistrict to be performing unsatisfactorily and replace him/her with another individual acceptable to District. No Key Person,for so long as he/she is employed by Consultant, shall be otherwise removed or replaced except with the prior writtenconsent of District, which consent may be withheld or granted in District’s sole and absolute discretion.2.8 Project Representative. The Consultant’s “Project Representative” identified in Project Representative,Key Personnel and Pre-Approved Subconsultants - Exhibit “C” attached hereto has the full authority to act on behalf ofConsultant in respect to all matters that are the subject of any Agreement entered into between the District and Consultant,including, without limitation, the power and authority to contractually bind Consultant to an Agreement and modifications ofan Agreement. The Project Representative shall be qualified and authorized to make interpretations of the Consultant’sDesign Documents and shall be available at all times during the Term of this Master Agreement to consult with District.2.9 Subconsultants. Consultant shall have the right, with prior written approval of District that may be grantedor withheld in District’s sole and absolute discretion, to retain qualified and professionally licensed subconsultants orsubcontractors (“Subconsultant(s)”) to perform portions of Basic Services. Consultant shall retain such approvedSubconsultants by a written contract that (1) requires each Subconsultant to assume toward the Consultant all of theobligations assumed by Consultant under this Master Agreement and under any Professional Services Task Order for thePage 3 of 22

performance of Basic Services that are in part being performed by such Subconsultant, including, without limitation, theConsultant’s obligations pertaining to indemnity, ownership of documents, insurance, confidentiality, and records retention;and (2) includes a provision assigning the Consultant’s rights and interest in and to the Subconsultant’s contract to Districtcontingent only upon written notice by District to the Subconsultant of its acceptance of such assignment. Consultant shallremain solely responsible for the acts and omissions of its Subconsultants, notwithstanding District’s review or approval of aSubconsultant or any contract entered into between Consultant and a Subconsultant. The Subconsultants listed in ProjectRepresentative, Key Personnel and Pre-Approved Subconsultants - Exhibit “C” attached hereto shall, unless otherwisestated in a Professional Services Task Order, be deemed approved by District pursuant to this Section 2.9 to perform underany Professional Services Task Order hereafter executed between District and Consultant. The foregoing list of preapprovedSubconsultants may be supplemented by agreement of the District and Consultant set forth in a ProfessionalServices Task Order or its exhibits to provide for the pre-approval of additional Subconsultants to perform Basic Servicesunder a specific Professional Services Task Order.2.10 Performance Schedule.2.10.1 Time of Essence. All time limits set forth in an Agreement pertaining to the performance byConsultant of its obligations are of the essence to such Agreement.2.10.2 Days. All references to “days” in an Agreement shall mean calendar days, including holidays andweekends, unless otherwise described as working or business days; provided, however, that if an Agreement requiresperformance of act within a period of time that ends on a weekend day or holiday, then the time for performance of the actshall be extended to the end of the next business day.2.10.3 Performance Schedule. Consultant shall commence performance of Basic Services under anAgreement promptly after execution of a Professional Services Task Order and shall proceed to perform and complete theBasic Services in accordance with the time limits set forth in the Performance Schedule identified in or attached to suchProfessional Services Task Order (“Performance Schedule”).2.10.4 Extensions. Subject to the other conditions set forth in this Paragraph 2.10.4, the PerformanceSchedule shall be extended for unavoidable delays beyond the responsibility, control and foreseeability of Consultant.Consultant has the responsibility, as a condition precedent to its right to such extension, to submit to District written notice ofa request for extension of the Performance Schedule no later than three (3) days after the date it first discovered, or in theexercise of the standard of care required by Section 2.4, above should have discovered, the circumstances giving rise tosuch request for extension. Failure to timely provide such written notice shall result in Consultant waiving the right to anextension of the Performance Schedule on account of such circumstances.2.10.5 Delay Costs. Without limitation to Consultant’s right to Additional Services under Article 4, below,an extension of time shall be Consultant’s sole right and remedy in the event of delay (including, without limitation,acceleration to overcome delay) affecting Consultant’s performance under an Agreement and District shall not be liable toConsultant for additional compensation, costs or damages due to delay, regardless of the timing or duration of the delay andregardless of whether the cause of the delay is attributable to the acts or omissions of District or its agents, representatives,consultants or contractors or other circumstances beyond the control of Consultant.2.10.6 Acceleration. If Consultant is unable to complete the Basic Services within a PerformanceSchedule, as adjusted in the manner permitted by Paragraph 2.10.4, above, then District shall have the right, but not theobligation, to direct that Consultant accelerate performance to recapture the time lost. Consultant shall immediately complywith such directive. Any additional costs incurred by Consultant in complying with such directive that are determined byDistrict, in its sole but reasonable judgment, to be due to causes other than a delay for which Consultant is entitled to anextension of time under Paragraph 2.10.4, above, shall be borne solely by Consultant without reimbursement or payment byDistrict.2.11 Site Conditions and Safety. If the Consultant’s Basic Services involve providing professional services fordesign or construction of improvements on real property, then District shall provide Consultant access to such realproperties owned by the District, as needed to perform under an Agreement. Neither Consultant nor any Subconsultant shallenter upon any real property owned by District without prior notice to and consent by District. Consultant and itsSubconsultants shall, if requested sign and cause each employee entering real property owned by the District to sign, aPage 4 of 22

elease of liability in such form as provided by District. Prior to commencing performance of Basic Services, Consultantshall, exercising the standard of care required by Section 2.4, above: (1) visit the property where the construction is to beperformed (“Site”) and examine visible conditions at and around the Site that may relate to the Basic Services to beperformed under the Agreement; (2) search all reasonably available documents and records, both private and public,concerning the conditions of the Site and existing improvements (including, without limitation, subsurface structures andutilities) at the Site; (3) measure and verify conditions in the field and/or in existing improvements at the Site to be certainthat they conform to the documents prepared by Consultant; (4) take due care to ensure that no existing improvements orutilities at the Site are damaged or destroyed by the activities of Consultant and restore the Site and any structures orutilities above or below the surface of the ground to their condition prior to commencement of the Basic Services, including,without limitation, the removal of all waste and rubbish generated by the activities of, and all materials, tools, and equipmentbrought to the Site by, Consultant and its Subconsultants; (5) be solely responsible to take reasonable steps for the safetyand protection of all persons and property at the Site that may be affected by Consultant’s and its Subconsultants’ activities;and (6) if Consultant or any Subconsultant observes any unsafe or dangerous conditions at the Site, immediately reportsuch conditions to District in writing.2.12 Meetings. Consultant shall, as part of Basic Services, attend all meetings with District and District’sconsultants, contractors and representatives that are requested by District or that are necessary to completion and timelyperformance of the services to be provided under an Agreement.2.13 Certifications. Consultant shall execute such certifications or other documentation as reasonablyrequested by District that are confirmatory of matters within the scope of its services to be provided under an Agreement.2.14 Approvals. Approvals by or on behalf of District of Design Documents prepared by Consultant, or of anyservices performed under an Agreement, shall not, under any circumstances, be deemed as relieving Consultant from itssole responsibility to perform all services under such Agreement in a manner consistent with such Agreement, ApplicableLaws and the standard of care required by Section 2.4, above.2.15 Project Labor Agreement. With respect to services performed under an Agreement for a project that isfunded by the District’s Propositions A/AA or Measure J bond programs, Consultant will comply with applicable provisions, ifany, of the Project Labor Agreement authorized by the Board of Trustees on December 19, 2001.2.16 Labor Compliance Program. Pursuant to Labor Code § 1771.7, the services provided by Consultantunder an Agreement may be subject to District’s approved Labor Compliance Program, initially approved on July 19, 2004.For questions or assistance concerning the Labor Compliance Program, contact Patricia Padilla or Miguel Cabral, Padilla &Associates, Inc., at (714) 973-1335.2.17 Labor Code Compliance. Consultant and its Subconsultants shall, to the extent applicable to work orservices performed under an Agreement, comply with the provisions of the California Labor Code (including, withoutlimitation, California Labor Code §§ 1720, 1735, 1775, 1776.6 and 1777.5) and Labor Compliance Program (if any)applicable to persons performing services or work for “construction” (including, without limitation, inspection and landsurveying work, as defined in California Labor Code § 1720) relating to prevailing wage, hours of work, apprentices, andmaintenance and submission of certified payroll reports, and shall pay appropriate penalties to District for failure to complypursuant to the California Labor Code, including, but not limited to, §§ 1775, 1777.7 and 1813. Pursuant to California LaborCode § 1773, the Director of the Department of Industrial Relations has determined the general prevailing rates of wagesper diem, and for holiday and overtime work, in the locality in which each Agreement is to be performed, for personsperforming such work or services and said rates are on file with District at its principal office and available to any interestedparty upon request. If it becomes necessary for Consultant or any Subconsultant to employ any person in a capacity forwhich no minimum wage rate is specified, Consultant shall notify District, which shall promptly seek determination of theapplicable prevailing wage rate. Without limitation to any other remedies or penalties provided for by Applicable Laws, failureto comply with the requirements of this Section 2.17 shall result in Consultant being assessed penalties of up to fifty dollars($50) for each calendar day, or portion thereof, for each worker paid less than the required prevailing wage. To the extentrequired by Applicable Laws, Consultant shall maintain and make available for inspection accurate, certified payroll recordsin accordance with California Labor Code § 1776.2.18 Community Economic Development. Consultant will, at all times in its performance of its obligationsunder an Agreement, strictly adhere to the requirements of the Board of Trustees Resolution on Economic CommunityOutreach adopted October 17, 2001 and District Board Rule 7103.17, the Policy on Opportunities for Local, Small andPage 5 of 22

Emerging Businesses adopted January 14, 2004, each of which shall, notwithstanding any provision thereof to the contrary,be deemed applicable to Consultant’s performance under an Agreement.2.19 Nondiscrimination. Consultant and its Subconsultants shall not discriminate in the provision of serviceshereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS ordisability in accordance with the requirements of Applicable Laws. For the purpose of this Section 2.19, discrimination in theprovision of services may include, but is not limited to the following: (1) denying any person any service or benefit or theavailability of a facility; (2) providing any service or benefit to any person which is not equivalent, or in a non-equivalentmanner or at a non-equivalent time, from that provided to others; (3) subjecting any person to segregation or separatetreatment in any manner related to the receipt of any service; (4) restricting any person in any way in the enjoyment of anyadvantage or privilege enjoyed by others receiving any service or benefit; (5) treating any person differently from others indetermining admission, enrollment, eligibility, membership, or any other requirement or condition which persons must meetin order to be provided any service or benefit; (6) employment, upgrading, demotion, transfer, recruitment or recruitmentadvertising, layoff or termination, rates of pay or other forms of compensation; (7) selection for training, includingapprenticeship. Nor shall Consultant permit any such practice prohibited by such requirements to take place in connectionwith the selection, location, or number of consultants or vendors employed in connection with the performance of thisAgreement. Consultant shall include the provisions of this Section 2.19 in all contracts entered into with Subconsultants forperformance of services provided for under an Agreement. If District finds that any of the provisions of this Section 2.19have been violated, such violation shall constitute a material breach of this Agreement. While District reserves the right todetermine independently that the anti-discrimination provisions of this Agreement have been violated, in addition, adetermination by the California Fair Employment and Housing Commission or the Federal Equal Employment OpportunityCommission that Consultant or a Subconsultant has violated Applicable Laws regarding nondiscrimination shall constitute aviolation of the provisions of this Section 2.19.ARTICLE 3CONSULTANT COMPENSATIONAND PAYMENT3.1 Terms of Compensation. Consultant’s sole and exclusive compensation for satisfactory performance ofthe Basic Services pursuant to an Agreement shall be the compensation set forth in the Professional Services Task Orderand its exhibits that comprise such Agreement, which compensation shall consist solely of and be limited to Basic ServicesFees (as defined in such Professional Services Task Order) and Reimbursable Expenses (as defined in Section 4.2, below,as modified or supplemented, if at all, by such Professional Services Task Order or its exhibits). All costs and expensesassociated with performance of Basic Services performed under an Agreement that District has not agreed to separatelyreimburse as a Reimbursable Expense under the terms of such Agreement, shall be deemed included in the Basic ServicesFees payable to Consultant pursuant to such Agreement, and shall be borne by Consultant without separate reimbursementby District.3.2 Maximum Approved Compensation. The total compensation payable by District under this MasterAgreement and all Agreements entered into pursuant to this Master Agreement (including the aggregate of all BasicServices Fees, Additional Services fees and Reimbursable Expenses payable by District under all Professional ServicesTask Orders issued under this Master Agreement) is strictly limited to and shall under no circumstances exceed the amountof the Maximum Approved Compensation set forth on the first page of this Master Agreement. The Maximum ApprovedCompensation cannot be increased by adjustment except with the approval of the District’s Board of Trustees. Amountsincurred by Consultant under any Professional Services Task Order for fees or costs, of any kind, that exceed the MaximumApproved Compensation shall be unconditionally borne by Consultant without any payment or reimbursement by District.The Maximum Compensation Amount is not an estimate of the value of Professional Services Task Orders that will beissued under this Master Agreement and the establishment of the Maximum Compensation Amount does not constitute anexpress or implied representation or promise by District that Consultant will be offered or provided the opportunity to performservices under this Master Agreement having a value equal to or that approximates the amount of the Maximum ApprovedCompensation.3.3 Subconsultant Fees. Unless otherwise expressly agreed to in writing by District in the Compensation,Provisions - Exhibit “D“ attached hereto, as modified or supplemented by a Professional Services Task Order or its exhibits,fees incurred by Subconsultants in the performance of Basic Services shall be deemed to be fully included in and coveredby the Consultant’s Basic Services Fees and shall not be separately reimbursed as a Reimbursable Expense.Page 6 of 22

3.4 Invoices for Payment. Once a month, no later than the 15th day of the month following the month in whichservices are performed under an Agreement, Consultant shall submit to District with respect to each Professional ServicesTask Order a separate, accurate and complete Invoice for Payment, using a form of application approved by andsatisfactory to District, signed by Consultant, requesting payment for Basic Services and Additional Services completed byConsultant and Reimbursable Expenses incurred and paid by Consultant under the Agreement during the precedingcalendar month that is calculated in accordance with the following:3.4.1 a portion of the compensation set forth in the Professional Services Task Order that is agreed to bepaid by District for performance of Basic Services (“Basic Services Fees”), based on one of the following computations, asapplicable according to the terms of the Professional Services Task Order:(1) if the Basic Services Fees are based on a fixed fee/lump sum compensation, thepercentage of Basic Services performed in accordance with the Agreement multiplied times the agreed fixed fee/lump sumamount set forth in the Professional Services Task Order or its exhibits;(2) if the Basic Services Fees are based on an hourly compensation at agreed hourly rates, thenumber of hours of Basic Services performed by Consultant’s personnel in accordance with the Agreement multiplied timesthe agreed hourly rates for such personnel set forth in Compensation Provisions - Exhibit “D” attached hereto, as modified orsupplemented, if at all, by the terms of the Professional Services Task Order or its exhibits, provided further that if suchBasic Services Fees are subject to a not-to-exceed or maximum amount, then the amount of such Basic Services Feepayable by District shall at no time exceed a prorated share of the agreed not-to-exceed or maximum amount based on theproduct of (a) the percentage of Basic Services performed in accordance with the Agreement multiplied times (b) the agreednot-to-exceed or maximum amount;(3) if the Basic Services Fees are based on a Multiple of Direct Personnel Expense (as definedin Section 3.9, below), the actual Direct Personnel Expense incurred by Consultant for performance of Basic Services asadjusted in accordance with Section 3.9, below, based upon the Agreed Overhead Multiplier and the Agreed Profit Multiplier,set forth in the governing Professional Services Task Order provided further that if such Basic Services Fees are subject to anot-to-exceed or maximum amount, then the amount of such Basic Services Fees payable by District shall at no timeexceed a prorated share of the agreed not-to-exceed or maximum amount based on the product of (a) the percentage ofBasic Services performed in accordance with the Agreement multiplied times (b) the agreed not-to-exceed or maximumamount; or(4) if the Basic Services Fees are based on unit prices, the product of (a) the units ofperformance of Basic Services that have been performed and fully completed in accordance with the Agreement multipliedtimes (b) the agreed unit price for each such completed unit as set forth in Compensation Provisions - Exhibit “D” attachedhereto, as modified or supplemented, if at all, by the terms of the Professional Services Task Order or its exhibits, providedfurther that if such Basic Services Fees are subject to a not-to-exceed or maximum amount, then the amount of such BasicServices Fees payable by District shall at no time exceed a prorated share of the agreed not-to-exceed or maximum amountbased on the product of (a) the percentage of Basic Services performed in accordance with the Agreement multiplied times(b) the agreed not-to-exceed or maximum amount;3.4.2 plus, authorized Reimbursable Expenses (as defined in Section 4.2, below) that have been incurredand paid by Consultant in connection with the performance of the Agreement;3.4.3 plus, if performance of Additional Services in connection with an Agreement have been authorizedin writing by District pursuant to Section 4.1, below, a compensation for performance of such Additional Services that isbased on one of the following computations, as applicable according to the written agreement of District and Consultantentered into prior to performance of such Additional Services:(1) if the Additional Services compensation is based on a fixed fee/lump sum compensation,the percentage of Additional Services performed in accordance with the Agreement multiplied times the agreed fixedfee/lump sum amount;(2) if the Additional Services compensation is based on an hourly compensation at agreedhourly rates, the number of hours of Additional Services performed by Consultant’s personnel in accordance with theAgreement multiplied times the agreed hourly rates for such personnel set forth in Compensation Provisions - Exhibit “D”Page 7 of 22

attached hereto, as modified or supplemented, if at all, by the terms of the Professional Services Task Order or its exhibits,provided further that if such Additional Services compensation is subject to a not-to-exceed or maximum amount, then theamount of Additional Services compensation payable shall at no time exceed a prorated share of the agreed not-to-exceedor maximum amount based on the product of (a) the percentage of Additional Services performed in accordance with theAgreement multiplied times (b) the agreed not-to-exceed or maximum amount;(3) if the Additional Services compensation is based on a Multiple of Direct Personnel Expense(as defined in Section 3.9, below), the actual Direct Personnel Expense incurred by Consultant for performance of theAdditional Services as adjusted in accordance with Section 3.9, below, based upon the Agreed Overhead Multiplier and theAgreed Profit Multiplier set forth in the governing Professional Services Task Order, provided further that if such AdditionalServices compensation is subject to a not-to-exceed or maximum amount, then the amount of Additional Servicescompensation payable shall at no time exceed a prorated share of the agreed not-to-exceed or maximum amount based onthe product of (a) the percentage of Additional Services performed in accordance with the Agreement multiplied times (b) theagreed not-to-exceed or maximum amount; or(4) if the Additional Services compensation is based on unit prices, the product of (a) the unitsof performance of Additional Services that have been performed and fully completed in accordance with the Agreementmultiplied times (b) the agreed unit price for each such completed unit as set forth in Compensation Provisions - Exhibit “D”attached hereto, as modified or supplemented, if at all, by the terms of the Professional Services Task Order or its exhibits,provided further that if such Additional Services compensation is subject to a not-to-exceed or maximum amount, then theamount of such Additional Services compensation payable by District shall at no time exceed a prorated share of the agreednot-to-exceed or maximum amount based on the product of (a) the percentage of Additional Services performed inaccordance with the Agreement multiplied times (b) the agreed not-to-exceed or maximum amount;3.4.4 less, payments previously made;Agreement.3.4.5 less, amounts that District is authorized to retain or withhold pursuant to the terms of the3.5 Disputed Calculations. In the event that there is a disagreement between District and Consultant withrespect to any of the calculations referred to in Section 3.4, above, then Consultant shall revise and resubmit the Invoice forPayment to reflect such percentages as determined by District, in the exercise of its good faith judgment, to be appropriate.3.6 Accompanying Documentation. Invoices for Payment submitted by Consultant shall be accompanied bythe following:3.6.1 copies of supporting documentation satisfactory to District substantiating Consultant’s request forcompensation for Basic Services, Additional Services and Reimbursable Expenses (including, without limitation, time sheetsverifying actual hours and tasks performed, expense receipts, invoices and other accounting records verifying sums incurredand paid for Reimbursable Expenses);3.6.2 mechanic’s lien, design professional lien, and/or stop notice waivers and releases executed byConsultant and its Subconsultants, of every tier, using the forms specified in California Civil Code § 3262, conditionallyreleasing all mechanic’s lien and stop notice rights in respect to all Basic Services, Additional Services, and ReimbursableExpenses performed or incurred during the time period covered by Consultant’s current Invoice for Payment, andunconditionally releasing all such rights for the period of time covered by the Invoice for Payment immediately preceding itscurrent Invoice for Payment; and3.6.3 a brief narrative progress report which shall include, at a minimum, a description of the progressaccomplished in the period of time covered by the current Invoice for Payment, the current status of the Consultant’sperformance of services, any problems or delays encountered and a forecast of services that will be completed in the nextthirty (30) days.3.7 Payment by District.3.7.1 Payment. Except as otherwise provided in this Paragraph 3.7.1 with respect to final payment,payment of undisputed amounts included in an Invoice for Payment prepared and submitted in accordance with anPage 8 of 22

Agreement shall be made by District monthly within thirty (30) days after receipt by District of an Invoice for Paymentrequesting payment that is prepared and submitted in accordance with such Agreement. Payment of undisputed amountsincluded in an Invoice for Payment prepared and submitted in accordance with an Agreement in which Consultant requestsfinal payment (meaning, the last and final amount of any compensation payable to Consultant under an Agreement) shall bemade by District within forty-five (45) days after receipt by District of an Invoice for Payment requesting final payment that isprepared and submitted in accordance with such Agreement.3.7.2 Waiver of Claims. Acceptance of final payment by Consultant under an Agreement shall constitutea waiver of all claims by Consultant related to such Agreement, except for those previously made in writing and identified byConsultant as unsettled in Consultant’s Invoice for Payment requesting such final payment.3.8 Hourly Rates. Unless otherwise stated in a Professional Services Task Order or its exhibits, all agreedhourly rates applicable to an Agreement shall remain fixed for the duration of Consultant’s performance of its obligationsunder such Agreement, including, without limitation, any authorized extensions of the Performance Schedule.3.9 Multiple of Direct Personnel Expense.3.9.1 Definitions.(1) “Multiple of Direct Personnel Expense” means a method of compensating Consultant forBasic Services or Additional Services that is based on the Direct Personnel Expense to Consultant of performance plus anamount for Allocable Overhead (initially based on the Agreed Overhead Multiplier and adjusted in the manner provided for inParagraph 3.9.3, below) and an amount for profit (based on the Agreed Profit Multiplier).(2) “Direct Personnel Expense” means the cost to Consultant of the salaries of the personnelperforming the Basic Services or Additional Services, exclusive of Allocable Overhead.(3) “Allocable Overhead” means the mandatory and customary contributions and benefitsrelated thereto, such as employment taxes, other statutory employee benefits, insurance, sick leave, holidays, vacations,profit participation plans, employee retirement plans and similar contributions, and other direct and indirect overhead costs(not including bonuses) that are allocable to the Consultant’s charges invoiced under this Agreement for Direct PersonnelExpense.(4) “Agreed Overhead Multiplier” means the multiplier set forth in the governing ProfessionalServices Task Order that is applied to Direct Personnel Expense to cover Allocable Overhead.(5) “Agreed Profit Multiplier” means the multiplier set forth in the governing ProfessionalServices Task Order that is applied to the sum of Direct Personnel Expense and Allocable Overhead to cover profit toConsultant.3.9.2 Invoices for Payment. With respect to Basic Services or Additional Services that are agreed to beperformed for a compensation that is based on a Multiple of Direct Personnel Expense, Consultant shall include in itsInvoices for Payment, and subject to the other provisions of this Agreement (including, without limitation, adjustmentspursuant to Paragraph 3.9.3, below) shall be paid a compensation based on, the sum of all of the following: (1) DirectPersonnel Expense, plus (2) the product of the Agreed Overhead Multiplier multiplied times Direct Personnel Expense, and(3) the product of the Agreed Profit Multiplier multiplied times the sum of the (1) and (2).3.9.3 Audit Adjustments. If an audit conducted by District pursuant to Section 12.15, below, orconducted by Consultant and confirmed by District, discloses that the actual Allocable Overhead allocable to DirectPersonnel Expense covered by one or more Invoices for Payment is more than the amount of Allocable Overhead paid byDistrict based upon the Agreed Overhead Multiplier, then the difference shall, following submission by Consultant of anInvoice for Payment therefor that complies with this Master Agreement, be paid by District to Consultant together with anyadditional profit due based on application of the Agreed Profit Multiplier to such difference; provided, however, that in acircumstance where the actual Allocable Overhead, when expressed as a percentage of Direct Personnel Expense, exceeds127%, then all such excess (and any profit allocable thereto) shall be borne solely by Consultant and shall not be paid byDistrict. If such audit discloses that the actual Allocable Overhead paid by District pursuant to an Invoice for Payment is lessthan the amount of Allocable Overhead charged by Consultant to District based upon the Agreed Overhead Multiplier, thenPage 9 of 22

the difference shall, following demand by District, be paid by Consultant to District together with any profit thereon that waspaid by District based on an application of the Agreed Profit Multiplier to such difference. Payments of Allocable Overheadand profit pursuant to this Paragraph 3.9.3 shall be made within thirty (30) days of request by the party entitled to receivesuch payment.3.10 Withholding. District shall have the right, in the event of a breach by Consultant of any provision of anAgreement, to withhold payment from Consultant under such Agreement and, if such withholding is insufficient, toadditionally withhold payment up to the amount of such insufficiency from Consultant under any other Agreement enteredinto between District and Consultant pursuant to this Master Agreement, including, without limitation, the right to withholdamounts to protect against losses or liabilities occurring or threatened as a result of such breach.3.11 Continuous Performance. Consultant shall not stop, slow, or suspend performance of Basic Services orAdditional Services on account of any good faith dispute between District and Consultant, including, without limitation, anydispute as to the amount due and payable to Consultant under an Agreement for Basic Services, Additional Services, orReimbursable Expenses.3.12 Taxes. The compensation agreed to in an Agreement shall be deemed to include all applicable andrequired federal, state, and local sales or other taxes, if any.4.1 Additional Services.ARTICLE 4ADDITIONAL SERVICES, REIMBURSABLE EXPENSES4.1.1 Defined. Additional Services (“Additional Services”) consist of professional services, not arisingfrom the negligence, willful misconduct, or violation of Applicable Laws by Consultant or its Subconsultants or the failure byConsultant to comply with any obligation under an Agreement, that arise solely from: (1) a written directive issued by Districtthat is inconsistent with prior written approvals or directives by District; (2) Consultant’s compliance with a written request byDistrict for performance of professional services under an Agreement that are outside the scope of the Basic Servicesrequired by such Agreement; (3) changes in Applicable Laws affecting Consultant’s performance of an Agreement, wheresuch changes are enacted after execution of such Agreement; or (4) material inaccuracies in information provided in theReference Documents, if any, identified in a Professional Services Task Order or its exhibits.4.1.2 Notice. If Consultant learns of any circumstances that would require Consultant to performAdditional Services then Consultant shall, within five (5) days after learning thereof, submit to District in writing a descriptionof the Additional Services required, their anticipated cost to District, and the effect that performance thereof would have onConsultant’s performance in accordance with the Performance Schedule. Failure to provide such written notice shall resultin Consultant waiving the right to Additional Services compensation or any extension of the Performance Schedule onaccount thereof. District shall promptly review and respond to Consultant's notice.4.1.3 Authorization. Additional Services shall be compensated only if authorized in advance of theirperformance by District, in writing, specifying the Additional Services to be performed and the compensation to be paid byDistrict therefor. Additional Services performed without such authorization or without complete agreement on the terms ofcompensation shall be deemed performed at Consultant’s own expense and without reimbursement or payment by District.Additional Services authorized in writing by District to be performed in connection with an Agreement on an hourly, DirectPersonnel Expense, or unit price basis (with or without agreement to a not-to-exceed amount) shall be performed at theapplicable hourly rates, multipliers, and unit prices set forth in the Compensation Provisions - Exhibit “D” attached hereto, asmodified or supplemented, if at all, by the terms of a Professional Services Task Order or its exhibits.4.1.4 Subconsultant Fees. Unless otherwise expressly stated in writing by District a ProfessionalServices Task Order or its exhibits or in its written authorization of Additional Services, fees incurred by Subconsultants inthe performance of authorized Additional Services shall be deemed to be fully included in and covered by the AdditionalServices fees agreed to be paid by District to Consultant for performance of the Additional Services and shall not beseparately reimbursed as a Reimbursable Expense.4.1.5 Disputes. In the event a good faith dispute arises between Consultant and District over the properclassification of a particular service as either Basic Services or Additional Services, Consultant shall nevertheless performPage 10 of 22

the service as directed in writing by District, with both District and Consultant reserving to themselves their respective rightsand defenses with respect to the proper classification of the services performed.4.2 Reimbursable Expenses.4.2.1 Reimbursement. Consultant shall be reimbursed the out-of-pocket expenses listed in theCompensation Provisions - Exhibit “D” attached hereto, as modified or supplemented, if at all, by the terms of a ProfessionalServices Task Order or its exhibits), that are incurred and paid by Consultant or a Subconsultant, but only if and to theextent such expenses were reasonably and necessarily incurred and paid by Consultant or Subconsultant in theperformance of Basic Services or authorized Additional Services (“Reimbursable Expenses”); provided, however, that,unless otherwise stated in the Compensation Provisions - Exhibit “D” attached hereto, as modified or supplemented, if at all,by the terms of a Professional Services Task Order or its exhibits, the fees and out-of-pocket expenses of a DistrictapprovedSubconsultant shall be constitute a Reimbursable Expense only if all of the following conditions exist: (1) suchSubconsultant’s out-of-pocket expenses are within the categories of out-of-pocket expenses that are reimbursable toConsultant under the terms of the Compensation Provisions - Exhibit “D” attached hereto, as modified or supplemented, if atall, by the terms of a Professional Services Task Order or its exhibits; (2) such Subconsultant’s fees and out-of-pocketexpenses are due and payable by Design Consultant pursuant to terms of a contract approved by District pursuant toSection 2.9, above; (3) such Subconsultant’s out-of-pocket expenses are not included in or covered by any fixed fee agreedto by the Subconsultant under the terms of the Subconsultant’s contract; (4) such Subconsultant’s fees and out-of-pocketcosts are not in excess of any not-to-exceed or fixed amount applicable thereto under the terms of the Subconsultant’scontract; and (5) such Subconsultant’s fees are not included in or covered by, or pursuant to Section 3.3, above, orParagraph 4.1.4, above, deemed included in or covered by, the Consultant’s Basic Services Fees or Additional Servicesfees.4.2.2 Authorization. Reimbursable Expenses are limited to, the out-of-pocket expenses listed in theCompensation Provisions - Exhibit “D” attached hereto, as modified or supplemented, if at all, by the terms of a ProfessionalServices Task Order or its exhibits, for which reimbursement is permitted under this Master Agreement. No reimbursementof any other expenses or costs of performance is permitted.4.2.3 Mark Ups. Consultant shall be entitled to receive a mark up of zero percent (0%) (with noadditional mark up thereon by the Subconsultant) on Subconsultant fees or costs that constitute Reimbursable Expensesunder Paragraph 4.2.1, above. Except as so permitted by the preceding sentence of this Paragraph 4.2.3, or unlessotherwise expressly stated in Compensation Provisions - Exhibit “D” attached hereto as modified or supplemented, if at all,by the terms of a Professional Services Task Order or its exhibits, no Reimbursable Expense, whether charged byConsultant or a Subconsultant, shall include any administrative charge, multiplier or other mark up by Consultant or aSubconsultant, of any tier.4.2.4 Authorization Limits. Reimbursable Expenses shall not, without prior written approval by District,cumulatively exceed any maximum or not-to-exceed amount(s) applicable to Reimbursable Expenses that is/are set forth inCompensation Provisions - Exhibit “D” attached hereto, as modified or supplemented by a Professional Services Task Orderor its exhibits. Reimbursable Expenses that exceed any such maximum or not-to-exceed amount without the prior writtenapproval by the District shall be borne by Consultant at its own expense, without reimbursement or payment by District.5.1 Consultant Indemnification.ARTICLE 5INDEMNITY5.1.1 Basic Indemnity. To the fullest extent permitted by Applicable Laws, Consultant agrees to defend,indemnify and hold harmless, District, its Board of Trustees, and each of their respective members, officers, employees,agents and volunteers ("Indemnitee(s)"), and each of them, through legal counsel reasonably acceptable to District, fromany and all losses (other than a loss of allocation of State Funds based on enrollment), liabilities, claims, actions, damages,expenses and costs (including, without limitation, attorney’s fees and court costs), (hereinafter “Loss” or “Losses”) arising outof, relating to or resulting from any act or omission constituting ordinary and not professional negligence (including, withoutlimitation, negligent breach of contract), recklessness or willful misconduct on the part of Consultant or a Subconsultant, ortheir respective employees, agents, representatives or independent contractors. The Indemnitees shall be entitled to thedefense and indemnification provided for hereunder regardless of whether the Loss is in part caused or contributed to by thePage 11 of 22

acts or omissions of an Indemnitee or any other person or entity; provided, however, that nothing contained herein shall beconstrued as obligating Consultant to indemnify and hold harmless any Indemnitee to the extent not required under theprovisions of Paragraph 5.1.3, below.5.1.2 Indemnity for Professional Negligence. To the fullest extent permitted by Applicable Laws,Consultant agrees to indemnify and hold harmless the Indemnitees, and each of them, against any and all Losses, andreimburse any Indemnitee for any attorney’s fees or court costs incurred in defense of any action brought against suchIndemnitee, to the extent arising out of, relating to or resulting from any act or omission constituting professional negligenceon the part of Consultant or a Subconsultant, or their respective employees, agents, representatives or independentcontractors. The Indemnitees shall be entitled to the indemnification and reimbursement provided for hereunder regardlessof whether the Loss is in part caused or contributed to by the acts or omissions of an Indemnitee or any other person orentity; provided, however, that nothing contained herein shall be construed as obligating Consultant to indemnify and holdharmless any Indemnitee to the extent not required under the provisions of Paragraph 5.1.3, below.5.1.3 Limitations on Indemnity Obligation. Without affecting the rights of District under any otherprovision of this Master Agreement, Consultant shall not be required to indemnify or hold harmless an Indemnitee for a Lossdue to that Indemnitee’s negligence, recklessness or willful misconduct; provided, however, that such negligence,recklessness or willful misconduct has been determined by agreement of Consultant and Indemnitee or has been adjudgedby the findings of a court of competent jurisdiction.5.1.4 No Limitation. The Consultant’s indemnification obligations under this Section 5.1 shall not (1) belimited by the amount or type of damages, compensation, or benefits payable under insurance, workers’ compensation acts,disability benefit acts, or other employee benefit acts or (2) be interpreted as a limitation on District’s rights of impliedindemnity or contribution.5.2 Claims and Liens. Except as otherwise stated in Section 5.3, below, Consultant shall, within ten (10) daysof demand by District: (1) discharge, or cause to be discharged, any and all mechanic’s liens, design professional liens, stopnotices, and/or claims filed against the District, the District’s real or personal property and/or funds held by the District or theDistrict’s lender, by Consultant or a Subconsultant, of any tier, for services performed or costs incurred, regardless of theapparent or actual validity of the lien, stop notice, and/or claim; and (2) immediately reimburse District for all expenses,costs, and attorney’s fees incurred as a result of the filing/recording, negotiation, or release of any such mechanic’s lien,design professional lien, stop notice, and/or claim.5.3 Breach by District. The Consultant’s obligations under this Article 5 shall not apply to any portion of amechanic’s lien, design professional lien, stop notice, and/or third-party claim for payment that exists as a result of theDistrict’s breach of its payment obligations under an Agreement, but shall apply to any and all other portions thereof.ARTICLE 6INSURANCE6.1 Consultant Insurance. Consultant shall, at all times during the Term of this Master Agreement, maintainand keep in full force and effect, the following policies of insurance with minimum limits as indicated below and issued byinsurers with A.M. Best ratings of no less than A: VI:Commercial general liability at least as broad as ISO CG 0001per occurrence $5,000,000general aggregate 5,000,000Commercial auto liability at least as broad as ISO CA 0001 (per accident) 2,000,000Errors and omissions liability (per claim and aggregate) 5,000,000Workers’ compensationStatutory6.2 Mandatory Insurance Provisions. Insurance provided by Consultant shall comply with the following:.1 All insurance required by this Article 6 shall apply on a primary basis.Page 12 of 22

.2 Auto liability insurance shall cover owned, non-owned and hired autos. If Consultant owns novehicles, auto liability coverage may be provided by means of a non-owned and hired auto endorsement to the generalliability policy..3 All insurance policies shall provide that the insurance coverage shall not be canceled by theinsurance carrier, except for nonpayment of premium, without thirty (30) days prior written notice to the District. Consultantagrees that it will not cancel or reduce said insurance coverage..4 No insurance policy shall prohibit Consultant from waiving any right of recovery prior to loss.Consultant hereby waives such right with regard to the Indemnitees..5 The general liability policy shall contain or be endorsed to contain a provision including theIndemnitees as additional insureds..6 Coverage for the additional insureds shall apply to the fullest extent permitted by Applicable Lawsexcepting only the active negligence of the District as established by agreement between the parties or by the findings of acourt of competent jurisdiction.6.3 Failure to Maintain. Consultant agrees that if it does not keep the aforesaid insurance in full force andeffect District may either immediately terminate this Master Agreement or any Professional Services Task Order or, ifinsurance is available at a reasonable cost, District may take out the necessary insurance and pay, at Consultant’s expense,the premium thereon.6.4 Certificates. At all times during the Term of this Master Agreement, Consultant shall maintain on file withthe District a certificate of insurance, in a form acceptable to the District, showing that the aforesaid policies are in effect inthe required amounts. Consultant shall promptly after the Effective Date and thereafter upon request by District file with theDistrict such certificate or certificates and endorsements if applicable.6.5 No Limitation. All insurance coverage and limits provided by Consultant and available or applicable to thisMaster Agreement are intended to apply to the full extent of the policies. Nothing contained in this Master Agreement or anyProfessional Services Task Order limits the application of such insurance coverage.6.6 Deductible. Any deductible or “self-insured retention” must be declared and approved by the District.District reserves the right to require a self-insured retention to be eliminated or replaced by a deductible. Self-funding, policyfronting or other mechanisms to avoid risk transfer are not acceptable. If Consultant has such a program, Consultant mustfully disclose such program to the District.6.7 Subconsultants. Consultant shall include all of its Subconsultants as insureds under its policies ofinsurance required by this Article 6 and shall require that is Subconsultants maintain insurance coverages on the sameterms and with the same coverage amounts as required of Consultant under this Master Agreement; provided, however, thatSubconsultants retained and approved by District for performance of a particular Professional Services Task Order and notfor other performance of other Professional Services Task Orders shall only be required to maintain such insurance for theduration of their performance of any and all such Professional Services Task Orders. Consultant shall, upon request byDistrict, furnish separate certificates and endorsements evidencing compliance with the requirements of this Section 6.7.ARTICLE 7DEFAULT, TERMINATION7.1 Opportunity to Cure Default. Consultant shall cure any default in the performance of its obligations underan Agreement within two (2) days after receipt of written notice from District; provided, however, that if the breach cannot bereasonably cured within such time, then Consultant will commence to cure the breach within two (2) days and diligently andcontinuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) daysafter receipt of such written notice. Nothing herein shall be interpreted as obligating District to give an opportunity to cure inthe case of an emergency or if the default is of the type that District determines, in good faith, cannot be cured, or cannot befully cured, within the time periods set forth in this Section 7.1.Page 13 of 22

7.2 Remedies Upon Default. In the event of any default by Consultant in connection with the performance ofan Agreement involving performance of a Professional Services Task Order for which a cure is not accomplished, or forwhich an opportunity to cure is not required under Section 7.1, above, (“Authorization in Default”) District may pursue anyremedies available at law or in equity, including, without limitation, the following:7.2.1 Delete Services. District may, without terminating this Master Agreement or any ProfessionalServices Task Order, delete certain portions of Basic Services and Additional Services authorized under the Authorization inDefault and make a reasonable adjustment to Consultant’s compensation under the Authorization in Default to reflect thereduction of the scope of services to be provided by Consultant, reserving to itself all rights to recover all losses anddamages related thereto.7.2.2 Perform Services. District may, without terminating this Master Agreement or any ProfessionalServices Task Order, and as to all or a portion of the Basic Services or Additional Services authorized under theAuthorization in Default, terminate Consultant’s employment, discontinue the Consultant’s performance, and/or take overand arrange for performance of such Basic Services and Additional Services by others, reserving to itself all rights to recoverall losses and damages related thereto.7.2.3 Terminate. District may upon written notice terminate (1) the Authorization in Default, (2) thisMaster Agreement, and/or (3) any or all other Agreements entered into between District and Consultant in connection withthe performance of any Professional Services Task Order other than the Authorization in Default, reserving to itself all rightsto recover all losses and damages related thereto.7.3 Rights Cumulative. All of District’s rights and remedies under an Agreement are cumulative, and shall bein addition to those rights and remedies available at law or in equity. No termination or other action taken by District afterexercise of its rights under this Article 7 shall prejudice any other rights or remedies of District provided at law, in equity, orby an Agreement, and District may proceed against Consultant to recover all losses and damages suffered by District.7.4 Disability, Insolvency. In addition to the other rights granted to District under an Agreement or at law or inequity, District shall have the right to terminate this Master Agreement and/or any Agreement entered into by District andConsultant in connection with the performance of any Professional Services Task Order by giving seven (7) days writtennotice to Consultant if: (1) Consultant attempts to assign its rights or obligations under this Master Agreement or any otherAgreement; (2) a petition of bankruptcy is filed by or against Consultant; (3) Consultant makes a general assignment for thebenefit of creditors; (4) a receiver is appointed on account of Consultant’s insolvency; or, (5) Consultant is an individual andConsultant dies or is adjudged incompetent.7.5 Completion by District. In the event District exercises any of its rights as provided in Sections 7.1 through7.4, above, District shall have the further right, without releasing Consultant from liability for failure to fulfill its obligationsunder an Authorization in Default or any other Agreement, to proceed to complete the Basic Services and AdditionalServices under the Authorization in Default, (and, in the case of a termination pursuant to Paragraph 7.2.3, above, of anAgreement involving a Professional Services Task Order other than the Authorization in Default, to proceed to complete theBasic Services and Additional Services under such other Agreement(s)) by any means that District determines is expedient,and withhold all or a portion of the monies owing or retained on account of the portion of such Basic Services and AdditionalServices that have been terminated, discontinued, or taken over by District until final completion of all Basic Services andAdditional Services by District or other separate consultants retained by District to complete Consultant’s performance.7.6 Payment. If the losses and liabilities to District, whether incurred or threatened, arising out of a default byConsultant or District’s exercise of its remedies for default by Consultant exceed the amount that, following the applicablemethods of calculation set forth in Section 3.4, above, was earned by Consultant as compensation for the Basic Servicesand Additional Services performed up to, and not beyond, the date of termination of the Agreement pursuant to Paragraph7.2.3, above, then Consultant shall be liable to District for the difference, and shall promptly remit same to District. If thesum of such losses and liabilities is less than such amount earned by Consultant, then District’s sole obligation shall be topay to Consultant the difference following submission by Consultant of an Invoice for Payment that is accompanied by thedocumentation required by Paragraphs 3.6.1 and 3.6.2, above.7.7 Termination Without Cause. District shall have the right, in its sole and absolute discretion, without cause,and/or for its convenience, to terminate this Master Agreement, any Agreement entered into for performance of aProfessional Services Task Order or any portion of Consultant’s performance of Basic Services or Additional Services underPage 14 of 22

any Agreement, by giving three (3) days' written notice to Consultant. Consultant shall thereafter submit an Invoice forPayment to District for the amount, following the applicable methods of calculation set forth in Section 3.4, above, ofcompensation that was earned by Consultant for Basic Services and Additional Services performed under the terminatedAgreement up to, and not beyond, the date of such termination, along with such documentation as required by Section 3.6,above. Within forty-five (45) days after receipt by District of an Invoice for Payment prepared in accordance with this Section7.7, Consultant shall, subject to any withholding of funds by District authorized by Section 3.10, above, pay to Consultant thesum allowed by this Section 7.7. Consultant agrees to accept such amount as its sole and exclusive right and remedy, inlieu of all other rights and claims that Consultant may have under this Master Agreement or Applicable Laws for recovery oflosses or damages, including, without limitation, losses associated with lost profits, lost opportunities, and other prospectiveor consequential damages.7.8 Consultant Obligations. Upon receipt from District of notice of termination, with or without the occurrenceof a default by Consultant, Consultant shall, unless the notice directs otherwise, do the following:7.8.1 immediately discontinue the performance of Basic Services and Additional Services to the extentspecified in the notice;7.8.2 provide to District (1) a description, in writing, no later than seven (7) days after receipt of the noticeof termination, of all contracts with Subconsultants that are outstanding, including, as to each such contract, the originalprice, payments previously made, the balance owing, the status of the services performed, any outstanding withholding offunds or default; and (2) copies of all such contracts and any written changes, amendments, or modifications thereto, andany such other information as District may determine is necessary in order to decide whether it is in District’s best intereststo accept assignment of, or request Consultant to terminate, any or all such contracts; and7.8.3 thereafter only perform such Basic Services and Additional Services as may be necessary tocomplete the portion of the Basic Services and Additional Services not terminated or discontinued.7.9 Suspension by District. District shall have the right to order, in writing, a suspension of performance ofany portion of or all services by Consultant under any Agreement without cause and for District’s convenience. If servicesunder an Agreement are entirely suspended by written order of District for a continuous period of more than sixty (60)consecutive days, and such suspension is not due to a breach of an Agreement by Consultant or the negligence, willfulmisconduct, or violation of Applicable Laws by Consultant or a Subconsultant, and if District thereafter requests in writingthat Consultant resume performance following such suspension, then Consultant shall be entitled to payment as additionalcompensation of any unavoidable, direct, out-of-pocket losses actually suffered by Consultant and its Subconsultants as aresult of such suspension. No other adjustment to Consultant’s compensation and no other recovery by Consultant or anySubconsultant of losses or damages associated with any partial or entire suspension by District shall be permitted.7.10 Termination by Consultant.7.10.1 Consultant’s Remedies. If District fails within the applicable time period for payment provided forin Article 3, above, to make payment of sums that are not in good faith disputed by District and fails to cure such failurewithin thirty (30) days after receipt of written notice of nonpayment from Consultant, then, upon an additional ten (10) days’written notice to District of intent to terminate, Consultant may terminate the Agreement under which such default and failureto cure has occurred. Consultant shall not have the right: (1) to terminate this Master Agreement under such or any othercircumstances; or (2) to terminate or suspend performance under any other Agreement involving performance of aProfessional ;Services Authorization under which no such default and failure to cure has occurred. The foregoingconstitutes the Consultant’s sole and exclusive right to terminate for any reason, including, but not limited to, any breach byDistrict.7.10.2 Payment to Consultant. In the event of termination by Consultant due to a default by District asprovided for in Paragraph 7.10.1, above, District’s sole obligation shall be to pay Consultant the sum, if any, that is due toConsultant under the terminated Agreement according to the calculation provided for in Section 7.7, above.ARTICLE 8ROYALTIES, PATENTS, COPYRIGHTS AND TRADE SECRETSPage 15 of 22

8.1 Royalties. Consultant shall pay all royalties and license fees in connection with its performance of anyAgreement. Compensation for such royalties and fees is included in the Consultant’s compensation provided for in suchAgreement.8.2 Infringement. Consultant shall not infringe any patent, copyright, trade secret, or other proprietary right forany material, product, or part of any material or product (including, for example, software, hardware, service, design, orequipment) used or furnished in connection with an Agreement.8.3 Indemnity. Consultant shall defend and indemnify the Indemnitees as provided in Section 5.1, above, forsuits or claims for infringement of any rights as described in Section 8.2, above. In those instances where Consultant hasreason to believe that a particular design, process, or product of a particular manufacturer or manufacturers that Consultantis required by District to use would infringe upon such rights, then Consultant shall immediately notify District. ProvidedConsultant has complied with the provisions of this Section 8.3, Consultant shall be excused from its obligation to defendand indemnify District for infringements of such rights that involve and/or arise out of a particular design, process, or productof a particular manufacturer or manufacturers that Consultant is expressly required by District to use.ARTICLE 9OWNERSHIP OF DOCUMENTS9.1 Property of District. Subject to the rights of use of Consultant and its Subconsultants under Section 9.4,below, all originals, copies and drafts (whether paper or electronic) of plans, drawings, tracings, specifications, programs,reports, calculations, presentation materials, samples, models and other materials containing designs, specifications,engineering or other information prepared or obtained by Consultant or its Subconsultants in connection with theirperformance under an Agreement (“Design Documents”), including, without limitation, any designs, building designs or otherdepictions underlying or shown in them, shall be deemed the sole and exclusive property of District and ownership thereof isirrevocably vested in District.9.2 Assignment of Rights. Subject to the rights of use of Consultant and its Subconsultants under Section9.4, below, Consultant shall, without further request by or consideration from District, obtain, and if necessary transfer toDistrict, in writing, any and all intellectual property rights, including without limitation patent, trademark, trade dress,copyright, industrial design rights, priority rights, and trade secrets (“Intellectual Property Rights”) in the Design Documents,including any designs, building designs or other depictions shown in them, free and clear of any liens or otherencumbrances, claims or rights of third parties, and cooperate with District in securing and registering such rights. Suchtransfer and assignment will be effective for the entire duration of the Intellectual Property Rights thereto and include, but notbe limited to, all rights in related plans, specifications, documentation, derivative works and moral rights.9.3 Use by District. Without limitation to the other provisions of this Article 9, District shall have the right to usethe Design Documents for the construction, use, occupancy or maintenance of the project for which they were prepared,including, without limitation, future additions, alterations, or repairs to such project.9.4 Uses by Consultant. Nothing herein shall be interpreted as limiting the right of Consultant or aSubconsultant to copy, offer to sell, display, prepare derivative works of, distribute, make, or otherwise commercialize anystandard or pre-existing details or designs, including details or designs that are part of the public domain, that are generallyknown to or in use by other design professionals or which were developed or created by Consultant or a Subconsultant priorto or independent of the services performed under any Agreement.9.5 License to Consultant. District hereby grants to Consultant and its Subconsultants a revocable, royaltyfreelicense during the Term of Consultant’s performance of this Master Agreement to use and copy the Design Documentsand the designs depicted in or underlying them for the purpose of performing the services required under an Agreement.9.6 Inspection by District. District shall have the right at any time or times, upon prior written request byDistrict, to review the status and condition of the Design Documents while in development or during construction and torequest that copies thereof be provided to District with the cost thereof reimbursed to Consultant as a ReimbursableExpense.9.7 CADD Standards. Design Documents shall be prepared in accordance with the District's CADD Standards,which contain the basic requirements for production and use of electronic files of documents depicting design information.Page 16 of 22

Consultant’s execution of this Master Agreement constitutes its acknowledgement that it has reviewed the CADD Standardsand will conform thereto.9.8 Corrections. All corrections or clarifications by Consultant to Design Documents shall be performed byConsultant at Consultant’s own expense and without reimbursement or payment of any additional compensation by District.9.9 Delivery to District. Consultant shall, at any time upon request by District and without request by Districtupon or after termination or full performance under an Agreement, promptly deliver to District the originals and copies(including paper and electronic versions) of all Design Documents prepared in connection with its performance of suchAgreement, whether prepared by Consultant or the Subconsultants. Electronic versions shall be submitted using AutoCAD,Adobe Acrobat or other software satisfactory to District and shall be in a form that is indexed and editable. Consultant shallbe permitted to retain copies, including reproducible copies, for its files, information and reference.9.10 Indemnification by District. District shall indemnify Consultant against loss, liability or damage resultingfrom either: (1) the use of the Design Documents in a manner not permitted by Section 9.3, above; or (2) a modification ofthe Design Documents that is made by District without the written consent of Consultant, but only to the extent of suchmodification and not with respect to any portion of the Design Documents that is not so modified.9.11 Payment Disputes. Payment to Consultant of compensation under an Agreement shall not be interpretedas a condition to, nor shall any payment disputes between District and Consultant diminish or in any way limit, the rights ofDistrict under this Article 9.ARTICLE 10DISPUTE RESOLUTIONPage 17 of 22

For purposes of this Article 10, a “Claim” means a written demand or assertion by District or Consultant seeking, as a matterof right, an interpretation of contract, payment of money, recovery of damages or other relief, other than: (1) tort claims forpersonal injury or death; (2) stop notice claims; or (3) the right of the District to specific performance or injunctive relief tocompel performance. Claims shall be resolved by the parties in accordance with the provisions of this Article 10, in lieu ofany and all rights under the law that either party may have to have its rights adjudged by a trial court or jury. Disputesbetween the District and the Consultant that do not constitute Claims shall be resolved by way of an action filed in theSuperior Court of the State of California, County of Los Angeles. The District and Consultant (“Parties”, “Party”) shall utilizeeach of the following steps in the sequence they appear below to resolve any Claims. First, each Party shall participate fullyin good faith negotiations to resolve the Claim. Senior managing officers or representatives of each Party shall be present atthe negotiations. All discussions that occur during such negotiations and all documents prepared solely for the purpose ofthe negotiations shall be confidential and privileged pursuant to California Evidence Code Sections 1119, 1120 and 1152. Ifthe Claim remains unresolved after completion of such negotiations, the Parties agree to submit the Claim to non-bindingmediation before a third party mediator appointed by the American Arbitration Association (AAA) in accordance with the AAAConstruction Industry Mediation Rules. Upon either Party declaring mediation ended, if the Claim is not resolved, then theParty wishing to further pursue resolution or determination of the Claim shall submit the Claim for final and bindingarbitration administered by the Office of Administrative Hearings for the State of California and conducted in accordance withthe provisions of Chapter 4 of Division 2 of Title 1 of the California Code of Regulations. The award of the arbitrator thereinshall be final and may be entered as a judgment by any court of competent jurisdiction. The Parties hereto consent to theconsolidation or joinder of any claims involving other persona or entities to the extent that resolution of such claims arereasonably necessary to the complete resolution of a Claim between the Parties or between a Party and any other person orentity against whom the Party may have a right of indemnity or contribution. Consultant shall maintain continuous,expeditious and uninterrupted performance under any and all Agreements throughout the duration of the foregoing disputeresolution process. Failure by a Party to cooperate in any step of the foregoing dispute resolution process shall entitle theother Party to seek a court order compelling arbitration in accordance with this Article 10. No agreements reached withrespect to resolution of a Claim shall be binding upon District unless and until approved by its Board of Trustees. Nothingstated in this Article 10 shall be interpreted as limiting the right of a Party to initiate arbitration prior to completion of thepreceding steps in the foregoing dispute resolution process in the event that such preceding steps are not completed withinthe applicable period of time required for commencing arbitration as provided in California Public Contract Code §§10240.1or 10240.2 and provided further that in such event further arbitration proceedings following appointment of the arbitratorshall, unless the arbitrator otherwise orders for good cause shown, be stayed by order of the arbitrator pending completionof the foregoing dispute resolution process.ARTICLE 11HAZARDOUS SUBSTANCES11.1 Defined. The term "Hazardous Substance" as used in this Master Agreement means any substance thepresence of which requires investigation, remediation, removal, or other response under Applicable Laws.11.2 No Release by Consultant. Consultant and its Subconsultants shall not cause or knowingly permit anyHazardous Substances to be deposited, stored, disposed, placed, generated, manufactured, buried, refined, transported,treated, discharged, handled, or located on the land or improvements, except as may be specifically authorized in writing byDistrict; provided, however, that Hazardous Substances may be specified for temporary use or storage where reasonablyrequired for, and in quantities appropriate to, the performance of the work, and the use and storage of such HazardousSubstances is specified to be performed in conformity with all Applicable Laws. Should Consultant or a Subconsultantviolate the foregoing obligation, Consultant, at its own expense and without limitation to District’s other rights or remediesfor default, immediately shall (1) inform District in writing of such event, (2) advise District with respect to any releasereporting or notification requirement that may apply as a result of such event, (3) assist District in complying with any suchreporting or notification requirement as determined by District, and (4) perform any investigation, remediation, removal, orother response that is necessary or desirable in order to abate or clean up the condition resulting from such event to the fullsatisfaction of District and any applicable governmental authority.11.3 Existing Hazardous Substances. Consultant recognizes that Hazardous Substances may exist at orbeneath the ground at the Site and that certain waste materials, such as, but not limited to, drill cuttings and drilling fluids,must be handled as if contaminated until a determination as to whether they are Hazardous Substances is made. If theConsultant’s Basic Services do not include the investigation or assessment of environmental conditions or HazardousSubstances, then in the event Consultant or its Subconsultants encounter materials existing or otherwise present at the Sitethat are reasonably believed to be Hazardous Substances that have not been rendered harmless, then Consultant and/orPage 18 of 22

12.8 Survival. The provisions of each Agreement which, by their nature, involve a right that is to be or may beexercised or afforded to a party or an act or obligation that is to be assumed or performed by a party after the point in timethat full performance or termination of such Agreement has occurred, including, without limitation, all provisions relating towarranties, defense and indemnification, confidentiality, audit, insurance, dispute resolution, and ownership of documents,shall survive and remain in full force and effect after either full performance or termination of such Agreement or of thisMaster Agreement.12.9 Severability. In the event a provision of any Agreement, or portion thereof, is held to be invalid, illegal, orunenforceable, the validity, legality, and enforceability of the remaining provisions or portions shall not be affected, and suchremaining provisions or portions shall be enforceable to the fullest extent allowable by Applicable Laws in order to givemaximum legal force and effect to those provisions or portions that are not illegal or unenforceable.12.10 Modifications. Consultant understands and agrees that the Board of Trustees and the District’s ExecutiveDirector, Facilities Planning & Development, or his/her designee designated in writing with express authority to contract onbehalf of District, are the only authorized District representatives who may at any time, by written order, make anymodifications or amendments to an Agreement.12.11 Interpretation. Consultant and District acknowledge that the terms of this Master Agreement and eachAgreement have been or will be deemed to have been mutually negotiated and, accordingly, shall not be interpreted againsteither District or Consultant on the basis that either party was solely responsible for, or in control of, the drafting thereof.12.12 Execution. Execution by means of signature of a party hereto on a facsimile copy or electronicallytransmitted copy shall be binding to the same extent as execution of an original.12.13 Counterparts. This Master Agreement and any Professional Services Task Order may be executed inseparate counterparts, any one of which need not contain signatures of more than one party, but all of which taken togethershall constitute the same agreement.12.14 Titles for Convenience. The headings of articles and paragraphs are for convenience only and shall notmodify rights and obligations created by this Master Agreement or any Agreement.12.15 Audit. District, District’s auditors, or a designee of any of them, shall have the right to examine and audit,as frequently as may be reasonably required under the circumstances, the books, records, documents, and such otherevidence in the possession or custody of the Consultant or its Subconsultants (including, without limitation, all DesignDocuments) as may be necessary to evaluate performance by Consultant and to verify all amounts charged by Consultantunder an Agreement or otherwise claimed to have been incurred by Consultant or its Subconsultants in connection with theperformance of an Agreement, including, without limitation, verification of the amounts and tasks performed and all timeexpended that is charged to District on an hourly basis, verification of Direct Personnel Expenses, Allocable Overhead, andprofit (where compensation is based on a Multiple of Direct Personnel Expense) and all Reimbursable Expenses. Such rightto audit shall include inspection of such documents at any and all reasonable times at Consultant’s offices or facilities.Consultant shall furnish facilities at its own expense for such audit, and cooperate fully with such audit. Upon request,Consultant shall provide reproducible copies of such books, records, and other documents in the possession or control ofConsultant or its Subconsultants for reproduction by District, District’s auditors, or their designee. The costs of such auditand reproduction shall initially be at the expense of District, subject to District’s right to reimbursement by Consultant in theevent that such audit discloses any material overcharges by Consultant. Consultant shall maintain the Design Documents,as well as all of its books and records pertaining to its performance of an Agreement, for a period of no less than ten (10)years after receipt of its last and final payment under the last and final Professional Services Task Order performed byConsultant under this Master Agreement.12.16 Conflicts of Interest. Consultant agrees not to accept any employment or representation during the Termof this Master Agreement which is or may likely make Consultant “financially interested” (as provided in CaliforniaGovernment Code Sections 1090 and 87100) in any decision made by the District on any matter in connection with whichConsultant has been retained pursuant to this Master Agreement.12.17 Mutual Waiver of Consequential Damages. Consultant and District waive all rights and claims againsteach other for consequential damages arising out of or relating to the performance or nonperformance of any obligationunder any Agreement. This mutual waiver includes, without limitation, damages incurred by either the District or thePage 20 of 22

Consultant for loss of use, loss of profit or income, loss of management or services, loss of productivity, loss of financing orfunding, loss of business reputation, loss of bonding and all consequential damages due to termination or suspension by theConsultant or District. Notwithstanding the foregoing, nothing contained in this Section 12.17 shall be deemed to be awaiver of or limitation on: (1) the District’s rights to recovery of losses or damages (including, without limitation, any direct,indirect or consequential loss or damage) that involve or arise out of personal injury, death or damage to physical ortangible property of the District or of any other person or entity to whom the District is or may be liable; (2) District’s orConsultant’s rights of recovery for loss or damage due to willful misconduct or gross negligence; (3) District’s or Consultant’srights of recovery under any policy of insurance; or (4) District’s express or implied rights of indemnification, including,without limitation, the District’s rights under Section 5.1, above.12.18 Notices. All notices provided for herein may be transmitted by personal delivery, facsimile, regular orregistered mail, certified mail, return receipt requested, or by overnight express delivery. In all cases, notice shall beconsidered complete upon actual receipt, except that, notwithstanding the date of actual receipt, if mailed, notice shall beconsidered delivered five (5) days after being deposited for mailing. The addresses to be used in connection with suchcorrespondence and notices are as set forth in the Preamble to this Master Agreement, or such other address as a partyshall from time to time direct in writing.12.19 Non-Exclusivity. This Master Agreement is non-exclusive and shall not in any way be interpreted asprecluding the District from entering into a similar agreement and/or arrangements with other consultants for like services.12.20 No Guarantee. This Master Agreement does not constitute a promise, representation or guarantee that anyprofessional services will be requested or performed and nothing contained in this Master Agreement shall be construed asobligating District to authorize or request the performance by Consultant of any professional services, whether by means ofissuance of Professional Services Task Orders or otherwise.12.21 Exhibits: The following Exhibits are attached hereto and incorporated herein:Exhibit “A” - Professional Services Task Order Form.Exhibit “B” - General Scope of Basic Services.Exhibit “C” - Project Representative, Key Personnel, Pre-Approved Subconsultants.Exhibit “D” - Compensation Provisions.In the event of a conflict between the provisions of any of the above-listed exhibits and the terms and conditions ofthis Master Agreement, the latter shall control.IN WITNESS WHEREOF, the parties hereto have made and executed this Master Agreement intending it to beeffective as of the Effective Date stated above.“DISTRICT”LOS ANGELES COMMUNITY COLLEGE DISTRICTBy:_________________________Title: ________________________“CONSULTANT”__________________________________(sign on line above)By:________________________________(type name)Title:_______________________________State whether Consultant is corporation, individual,partnership, joint venture or other:CorporationPage 21 of 22

If “other”, enter legal form of business:_____________________________Enter address:______________________________TelephoneFacsimile: (E-mail:__________________________________________________________________Professional License/Registration No.Page 22 of 22