ARIZONA STATE UNIVERSITY

STANDARD FORM AGREEMENT BETWEEN OWNER AND

DESIGN-BUILDER
ON THE BASIS OF A GUARANTEED MAXIMUM PRICE
NOVEMBER 25, 2014 EDITION
 TABLE OF CONTENTS
ARTICLES
ARTICLE 1
SCOPE OF WORK

ARTICLE 2
CONTRACT DOCUMENTS

ARTICLE 3
INTERPRETATION AND INTENT

ARTICLE 4
OWNERSHIP OF DOCUMENTS

ARTICLE 5
CONTRACT TIME

ARTICLE 6
DESIGN PHASE COST AND GUARANTEED MAXIMUM PRICE

ARTICLE 7
PROCEDURE FOR PAYMENT

ARTICLE 8
TERMINATION FOR CONVENIENCE

ARTICLE 9
REPRESENTATIVES OF THE PARTIES

ARTICLE 10
BONDS AND INSURANCE

ARTICLE 11
OTHER PROVISIONS

EXHIBITS
EXHIBIT A – Design-Builder General Conditions
Attachment 1 – Requirements for Design Submission Documents
Attachment 2 – Performance and Payment Bonds
Attachment 3 – Amendment and Change Order Pricing Format Sample
Attachment 4 – Construction Drawings Requirements for Arizona State University
Attachment 5 – “As-Built” and “Record Drawings” Requirements for Arizona State University
EXHIBIT B – Owner’s Project Criteria
EXHIBIT C – Cost of the Work – Schedule of Values
EXHIBIT D – Form of Amendment – GMP and Construction Phase Fee
EXHIBIT E – Design Submission Documents
EXHIBIT F – Statement of All Clarifications and Assumptions
EXHIBIT G – Schedule of Major Milestones
EXHIBIT H – [Design-Builder’s Company Name] Design Services Proposal Dated [Month, Day, Year]

ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx

Standard Form Agreement Between Owner and Design-Builder Page 2
 ARIZONA STATE UNIVERSITY
STANDARD FORM AGREEMENT BETWEEN OWNER AND DESIGN-BUILDER
ON THE BASIS OF A GUARANTEED MAXIMUM PRICE

This “Agreement” is made this ________ day of ____________ in the year _____, by and
between Arizona Board of Regents for and on behalf of Arizona State University (“Owner”,
located at 1551 S. Rural Road, Tempe, Arizona 85281 and DESIGN-BUILDER:
____________________(“Design-Builder”), located at ____________, (each a “Party” or
collectively the “Parties”) for services in connection with the following PROJECT: ______
ASU Project No. ___________.
[INSTRUCTION TO DRAFTER - INSERT A DESCRIPTION OF THE WORK HERE. INCLUDE THE
APPROXIMATE SQUARE FOOTAGE INVOLVED IN THE PROJECT - NET AND GROSS AS APPLICABLE.
INSERT THE ANTICIPATED CONSTRUCTION BUDGET.]

In consideration for the mutual covenants and obligations contained herein, Owner and
Design-Builder agree as set forth herein.

Article 1 Scope of Work

1.1 Design-Builder shall perform all needed services in the Design and Construction Phases
of the project and provide all material, equipment, tools, and labor necessary to satisfactorily
complete all work, deliverables and services described in and reasonably inferable from the
Contract Documents (collectively “Scope of Work”, “Project Work” or “the Work”). The
Parties agree that this Agreement shall not be effective as a contract for Construction Phase
services until such time as the parties agree on a Guaranteed Maximum Price (GMP) and
Construction Phase Fee in the form of a written amendment to this Agreement specifically
incorporating those contract terms.

1.1.1 Subphasing of Design Phase. Phase X is defined to include the

_____________________________________________ subphases of the Design Phase. Phase
XX is defined to include the _____________________________________________ subphases
of the Design Phase. Current Design Phase services are authorized for Phase [x] only.

1.1.2 Subphasing of Construction Phase. The parties agree that the Work may be completed
through multiple, phased GMPs which, with the final GMP, will be incorporated into one GMP
for the Work. If the Owner elects to require Design-Builder to perform the Work in phased
GMPs, the Owner will provide written notice to Design-Builder during the Design Phase,
requesting an initial GMP for an initial limited scope of work. The parties shall thereafter agree
on another GMP, or series of GMPs, for the remaining portions of the Work, which shall, when
the final phased GMP is proposed, be incorporated into one GMP for the Work. The phased
GMPs for the phased scopes of the Work will be incorporated into the Agreement according to
Section 2.1.10 of the “Exhibit A – Design-Builder General Conditions”. The Bidding
ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx
Standard Form Agreement Between Owner and Design-Builder Page 3
Contingency for all phases of Work shall not exceed the agreed percentage as stated in Section
6.13.2 of the “Exhibit A – Design-Builder General Conditions”. This Bidding Contingency will
be reconciled at the time of completion of each Phase, or at any time deemed necessary by the
Owner, at sole discretion of the Owner.

1.2 Design-Builder shall provide services for the Design and Construction Phases in
accordance with this Agreement and the Contract Documents.

During the Design Phase, the Design-Builder shall prepare a cost estimate and provide a GMP,
using the format set forth in “Exhibit C – Cost of the Work – Schedule of Values” (blank
template), which excludes the Design Phase Cost, for the Owner’s review and approval for all
the Work required to complete the Project. If the GMP proposed by the Design-Builder is
acceptable to the Owner, the Parties agree to execute an amendment to this Agreement, in the
form provided on “Exhibit D – Form of Amendment – GMP and Construction Phase Fee”
hereto, to establish the GMP and Construction Phase Fee, and to incorporate herein the Design
Submission Documents and other Contract Documents, Design-Builder assumptions and
clarifications as may be necessary to define the Scope of Work as in “Exhibit E – Design
Submission Documents”, “Exhibit F – Statement of All Clarifications and Assumptions”, and
“Exhibit G – Schedule of Major Milestones” hereto. If the GMP is not within the Owner’s
Project Budget, the Owner reserves the right to terminate this Agreement or act as otherwise
provided for in the “Exhibit A – Design-Builder General Conditions”.

Article 2 Contract Documents

2.1 The Contract Documents are comprised of the following. In the event of a conflict in the
Contract Documents, the Contract Documents will be applied in the following in order of
precedence:

2.1.1 This Agreement without Exhibits, as subsequently modified by Amendments or Change

orders.

2.1.2 Exhibit A to this Agreement – “Design-Builder General Conditions”, as subsequently

modified by Amendments or Change orders.

2.1.3 Exhibit B to this Agreement - Owner’s Project Criteria developed by Owner;

2.1.4 Exhibit C – Cost of the Work – Schedule of Values

Exhibit F – Statement of All Clarifications and Assumptions
Exhibit G – Schedule of Major Milestones
For the purposes of order of precedence only, these three documents will be treated as one
document.

2.1.5 Design documents, including interim design submissions and Design Submission
Documents approved by Owner all as more fully described in Exhibit E to this Agreement –
“Design Submission Documents”.
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Standard Form Agreement Between Owner and Design-Builder Page 4
2.1.6 Exhibit H to this Agreement – “[Design-Builder’s Company Name’s] Design Services
Proposal”, as subsequently modified by addenda, amendments or change orders.

2.1.7 Owner’s Request for Qualifications (RFQ), dated ___________ with all Addenda and
Exhibits.

2.1.8 The Design-Builder’s qualifications submission, as required by the RFQ, dated

_______________.

Article 3 Interpretation and Intent

3.1 The Contract Documents are complementary and must be interpreted in harmony so as to
avoid conflict or ambiguity, with words and phrases interpreted consistent with construction and
design industry standards. In the event of any inconsistency, conflict, or ambiguity, the Contract
Documents shall take precedence in the order in which they are listed in Section 2.1.

3.2 Terms, words and phrases used in the Contract Documents shall have the meanings as
defined in the “Exhibit A – Design-Builder’s General Conditions” or if not specifically defined,
their ordinary and common meaning.

3.3 The Contract Documents form the entire agreement between Owner and Design-Builder
and by incorporation herein are as fully binding on the Parties as if set forth herein. No oral
representations or other agreements have been made by the Parties except as specifically stated
in the Contract Documents.

Article 4 Ownership of Documents

4.1 The plans, drawings, specifications, notes, reports, renderings, final models, design
concepts and images, and all other documents and items to be prepared and furnished by the
Design-Builder pursuant to this Agreement shall be the property of the Owner, including the
right to use same on Owner’s other projects without additional cost to the Owner. The Design-
Builder shall maintain for its file copies of those documents, drawings and/or other products
required by law or the standards of professional practices.

4.2 In the case of reuse or modification of the Construction Documents by the Owner, the
Design Professional’s name and seal shall be removed, and the Design-Builder shall not be liable
to the Owner or third parties in their reuse.

4.3 By execution of this Agreement, the Design-Builder transfers all copyright, ownership,
and other intellectual property interest in the Construction Documents and the completed Project
to the Owner and further agrees to execute any separate assignment agreement necessary to
implement such transfer. Design-Builder may use on other projects any standard details and
other parts of the Construction Documents not prepared exclusively for Owner.

ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx

Standard Form Agreement Between Owner and Design-Builder Page 5
 Article 5 Contract Time

5.1 Owner and Design-Builder mutually agree that time is of the essence with respect to the
dates and times set forth in the Contract Documents. Design-Builder understands that the time(s)
for completion(s) set forth in these documents are essential to the Owner and a material
consideration for this Agreement.

5.2 For the Design Phase Services, the Work and Contract Time shall commence within five
(5) days of execution of this Agreement, unless the parties mutually agree otherwise in writing.
For the Construction Phase Services, the Work and Contract Time shall commence (hereinafter
referred to as the Date of Commencement) within five (5) days of Design-Builder’s receipt of
Owner’s Notice to Proceed unless the parties mutually agree otherwise in writing.

5.3 Design Phase Completion.

Below is a list of preliminary dates for completion of each subphase of this project. Delivery of
all documents and services by Design-Builder for each subphase are required as follows:

Phase X Phase X Phase X

a) Program Development Subphase Month Day, Year for each phase
b) Conceptual Design Subphase Month Day, Year for each phase
c) Schematic Design Subphase Month Day, Year for each phase
d) Design Development Subphase Month Day, Year for each phase
e) GMP-Setting Documents Subphase Month Day, Year for each phase
f) Construction Documents Subphase Month Day, Year for each phase
g) Construction Administration Subphase Month Day, Year for each phase
h) Closeout Subphase Month Day, Year for each phase
i) Warranty Subphase Month Day, Year for each phase

Design-Builder shall inform Owner in writing as soon as possible, at any time during the project,
of any expected delays to any subphase completion dates.

5.4 Substantial Completion.

5.4.1 Substantial Completion of the Work (the Substantial Completion Date) shall be achieved
no later than ______________(__) calendar days after receipt of the NTP, or by date certain
____, subject to adjustments in accordance with the Contract Documents.

5.4.2 Interim milestones and/or Substantial Completion of identified portions or phases of the
Work shall be achieved as follows, subject to adjustments in accordance with the Contract
Documents: ___________________________________________________________________
_____________________________________________________________________________.

5.5 Final Completion

ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx

Standard Form Agreement Between Owner and Design-Builder Page 6
5.5.1 Final Completion of the Work or portion or phase thereof shall be achieved within
[________ (__)] calendar days after the date established for Substantial Completion of the Work,
or by date certain [___________], unless otherwise mutually agreed by amendment or change
order.

5.6 Liquidated Damages. Design-Builder understands and acknowledges that if Substantial

Completion is not achieved by the Substantial Completion Date provided in Article 5.4.1, and
Article 5.4.2 above for identified portions or phases of the Work, Owner will suffer damages,
which are difficult to accurately quantify and ascertain. Design-Builder agrees that if Substantial
Completion for each portion or phase of the Work is not timely achieved, Design-Builder shall
pay Owner __________ dollars ($______) per day as liquidated damages for each calendar day
that Substantial Completion for each portion or phase extends beyond the Scheduled Substantial
Completion Date(s). In addition, if Final Completion is not attained within the time period
defined by Article 5.5 above, Design-Builder shall pay Owner __________ dollars ($______)
per day as additional liquidated damages for each calendar day that Final Completion extends
beyond the required date. The liquidated damages provided for herein shall be in lieu of all
liability for any and all extra costs, losses, expenses, claims, penalties and any other damages,
whether special or consequential, and of whatsoever nature incurred by Owner which are
occasioned by any delay in Design-Builder achieving Substantial Completion or Final
Completion on or after the established dates.

Article 6 Design-Builder Costs

6.1 Owner shall pay Design-Builder a Design Phase Cost for the Design Phase Services. The
Owner shall pay Design-Builder a Construction Phase Cost for the Construction Phase Services,
using a Guaranteed Maximum Price which includes a Construction Phase Fee as provided in the
Contract Documents. The Design-Builder’s Construction Phase Fee, plus the Direct and Indirect
Construction Costs, each as defined in the “Exhibit A – Design-Builder General Conditions”,
will comprise the GMP to be established in compliance with the “Exhibit A – Design-Builder
General Conditions”. Unless otherwise agreed to, Design-Builder’s GMP is deemed to include
all required sales, use, as well as all applicable bond and insurance costs.

6.1.1 The Design Phase Cost, as defined in Section 1.2 of the “Exhibit A – Design-Builder
General Conditions”, shall be fixed at __________ dollars ($______).

6.1.2 The Construction Phase Fee, as defined in Section 1.2 of the “Exhibit A – Design-Builder
General Conditions”, shall be a fixed fee, shall be set forth in written amendment to this
Agreement described in Article 1.1 above and, if approved by the Owner, shall be incorporated
into this Agreement as a fixed dollar fee.

6.2 If the GMP requires an adjustment due to changes in the Scope of Work during the
Construction Phase, the cost of such changes shall be priced under Section 9 of the “Exhibit A –
Design-Builder General Conditions”.

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Standard Form Agreement Between Owner and Design-Builder Page 7
6.3 For Owner-caused construction delays, either agreed to or awarded, Design-Builder will
provide all the necessary extended Construction General Conditions for a daily sum as provided
for in Sections 8.6 and 9.4 of the “Exhibit A – Design-Builder General Conditions”. The
specific amount of extended Construction General Conditions will be determined by the Owner
on a case-by-case basis prior to issuance of a change order and must be determined to be fair and
reasonable to the satisfaction of the Owner

6.4 It is agreed that the Design Phase work will be done by the Design-Builder utilizing
sketches, models, preliminary drawings and similar work products until finalization of the
design, at which time the Design Submission Documents, identified in Article 1.2 of this
Agreement, will be prepared. The Design Phase scope of work includes the design and
consultation work necessary to refine and finalize the Design-Builder’s construction proposal,
the completion of Construction Documents reflecting the Owner’s concept and requirements, and
providing the project GMPs. Design-Builder shall not begin the Construction Phase of the Work
until this task is approved by Owner and the drawings are approved by the authority having
jurisdiction.

Article 7 Procedure for Payment

7.1 Progress Payments. For Design Phase Services, Design-Builder shall submit to Owner
on the last business day of each month an Application for Payment based on the percentage
completed for each Design Phase as agreed to by the Owner. The Design-Builder shall use
Owner’s Design-Build Application for Payment form. Payment for Design-Builder’s
Construction Services shall be made in accordance with Section 6 of the “Exhibit A – Design-
Builder General Conditions”. All costs, which exceed the GMP and are not authorized by
amendment or change order, are to be paid by the Design-Builder and not the Owner.

7.3 Record Keeping and Finance Controls. With respect to all Work performed by
Design-Builder, its Subcontractors and Subconsultants, under this Agreement, Design-Builder,
its Subcontractors and Subconsultants, shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management, using accounting and control
systems approved by the Owner. During performance of the Work and for five (5) years after
Final Payment, the Design-Builder shall retain and shall also require all Subcontractors and
Subconsultants to retain for review and/or audit by the Owner all correspondence, meeting
minutes, memoranda, electronic media, books, accounts, reports, files, time cards, material
invoices, payrolls, and evidence of all communications, direct and indirect costs and all other
matter related to the Work. Upon request by the Owner, a legible copy or the original of any or
all such records shall be produced by the Design-Builder at any time during or after the Work as
the Owner may request. The Design-Builder shall submit to the Owner upon request all payrolls,
reports, estimates, records and any other data concerning Work performed or to be performed
and concerning materials supplied or to be supplied, as well as Subcontractor or Subconsultant
payment applications or invoices and such Subcontractor’s or Subconsultant’s progress payment
checks. The requirements of this Section shall be provided for in all contracts between the
Design-Builder and any Subcontractors and Subconsultants employed by the Design-Builder.

ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx

Standard Form Agreement Between Owner and Design-Builder Page 8
 Article 8 Termination for Convenience

8.1 This Agreement may be terminated for the convenience of Owner as provided for in
Section 11.1 of the “Exhibit A – Design-Builder General Conditions”.

8.2 During its work under the Design Phase, before authorization of the Construction Phase,
Design-Builder agrees that it will not unilaterally undertake any irreversible commitment or
make any non-cancelable agreement for the provision of future goods, materials, or services and
for which the Owner would or may be responsible should the Owner exercise its rights to
terminate this Agreement for the convenience of the Owner in accordance with Article 8.1
above. During the course of Design Phase work, when Design Builder determines that
irrevocable commitments for future goods, materials, or services are necessary for the efficient
and timely completion of the Project, Design-Builder shall notify the Owner of its opinion and
the reasons therefor. However, no such commitments shall be made without the prior written
authorization of the Owner, which shall not be unreasonably withheld.

Article 9 Representatives of the Parties

9.1 Owner’s Representatives.

9.1.1 Agnes Drogi, Director of Planning, Design, & Construction, Facility Services, ASU, PO
Box 5637, Flagstaff, AZ 86011, as its Senior Representative (“Owner’s Senior Representative”),
which individual has the authority and responsibility set forth in the Contract Documents,
including the authority and responsibility for avoiding and resolving disputes under Section 10 of
the General Conditions.

9.1.2 Owner designates _________________________ as its “Representative”, which

individual has the authority and responsibility set forth in the Contract Documents.

9.2 Design-Builder’s Representatives.

9.2.1 Design-Builder designates ______________, as its Senior Representative (“Design-

Builder’s Senior Representative”), which individual has the authority and responsibility set forth
in the Contract Documents, including the authority and responsibility for avoiding and resolving
disputes under Section 10 of the General Conditions.

9.2.2 Design-Builder designates _____________, as its “Representative” which individual has

the authority and responsibility set forth in the Contract Documents.

9.2.3 Design-Builder designates _____________, as its “Superintendent”, which individual has

the authority responsibility set forth in the Contract Documents.

9.2.4 Design-Builder’s Representatives and Superintendent as approved by the Owner, shall

not be replaced without the Owner’s prior written approval.

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Standard Form Agreement Between Owner and Design-Builder Page 9
9.2.5 Design-Builder warrants and shall ensure that only representatives who are authorized to
legally bind Design-Builder will sign documents associated with this Agreement.

Article 10 Bonds and Insurance

10.1 Prior to, and as a condition for, the Design-Builder to perform Design Phase Services,
Design-Builder shall obtain and provide proof of insurance coverage as provided in Section 5 of
the “Exhibit A – Design-Builder General Conditions”. Prior to, and as a condition for, Design-
Builder to perform Construction Phase Services and Owner issuance of a Notice-To-Proceed,
Design-Builder shall obtain and provide proof of Performance and Payment Bonds and insurance
coverage, as provided in Section 5 of the “Exhibit A – Design-Builder General Conditions”.

Article 11 Other Provisions

11.1 Other provisions, are as follows: Subconsultants and Subcontractors submitted initially
and approved by the Owner shall not be replaced without the Owner’s prior written approval.
Any additional costs due to an approved change shall not be the Owner’s responsibility and will
not increase the Guaranteed Maximum Price.

Design-Builder represents that it has the necessary financial resources to fulfill its obligations
under the Contract Documents, and has the necessary corporate approvals to execute the
Agreement, and perform the Work described herein.

DESIGN-BUILDER: OWNER:
[Design-Builder Company Name] Arizona Board of Regents
By Its Authorized Representative For and on behalf of
Arizona State University

_________________________ _________________________
(Signature) (Signature)

______________________________ ______________________________
(Printed Name) (Printed Name)

______________________________ ______________________________
(Title) (Title)

_________________________ _________________________
(Date) (Date)

ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx

Standard Form Agreement Between Owner and Design-Builder Page 10
 EXHIBIT A
Design-Builder General Conditions
dated [Month Day, Year]

(x pages)

ASU Project No. xx.xxx.xxx – Project Name – xxxxxxxx xxxxxxxx

Standard Form Agreement Between Owner and Design-Builder Page 11
 EXHIBIT B
Owner’s Project Criteria

(x pages)
 EXHIBIT C
Cost of the Work – Schedule of Values

(Twelve (12) pages – template)

(TBD pages – final document)
 EXHIBIT D
Form of Amendment - GMP and Construction Phase Fee

(Two (2) pages - template)

(TBD pages – final document)
AMENDMENT # X

PROJECT NAME: DATE:

PROJECT NUMBER:

This Amendment to that certain Standard Form Agreement dated ____________ by and between the Arizona Board
of Regents on behalf of Arizona State University and Design-Builder Company Name (Design-Builder) for services,
deliverables and work related to Project No.___, Project Name:_______________, (the “Agreement”) is made and
entered into effective this ________ day of ________, 20__.

1. This Amendment #___ establishes a Guaranteed Maximum Price (“GMP”) and Construction Phase Fee for
Construction Services and incorporates such terms into the Agreement, making the Agreement effective for
Construction Phase Services:
a. The total fee for Construction Phase Services, which is included in the Guaranteed Maximum Price
(GMP) as defined under the Agreement, shall be fixed at $____________________ Dollars
($__________).
b. The Guaranteed Maximum Price (“GMP”) for Construction Services, as defined under the
Agreement, shall be $______________________ Dollars ($__________).
c. The total compensation under the Agreement, as amended by this Amendment, shall be:

Design Phase Construction Phase Total

Original Agreement: $ $ N/A $

Previous Amendments: $ $ $

This Amendment: $ $ $

Total (including
this Amendment): $ $ $

2. DELETE the blank template “Exhibit C – Cost of the Work – Schedule of Values” from the Agreement, and
ADD “Exhibit C – [Design-Builder’s Company Name] Cost of the Work – Schedule of Values” dated
(Month, Day, Year) (x Pages), attached herein.

3. ADD “Exhibit E – Design Submission Documents necessary to define Scope of Work and deliverables for
the Construction Phase Services, including plans, designs, drawings, specifications and other required
Contract Documents” dated (Month, Day, Year) (x Pages), attached herein.

4. ADD “Exhibit F - Statement of All Clarifications and Assumptions” dated (Month, Day, Year) (x Pages),
attached herein.

5. ADD “Exhibit G – Schedule of Major Milestones” dated (Month, Day, Year) (x Pages), attached herein.

6. All other provisions, terms and conditions of the Agreement shall remain unchanged and in full effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, effective as of the date first
written above.

OWNER Design-Builder
Arizona Board of Regents [Design-Builder Company Name]
on behalf of Arizona State University [Design-Builder Address]

By: By Its Authorized Representative:

_________________________________________
Signature Signature

_________________________________________
Printed Name Printed Name

_________________________________________
Title Title

_________________________________________
Date Date
 EXHIBIT E
Design Submission Documents necessary to define Scope of Work and Deliverables for the
Construction Phase Services, including plans, designs, drawings, specifications and other
required Contract Documents
(TBD pages - To be Incorporated by Amendment)
 EXHIBIT F
Statement of All Clarifications and Assumptions

(TBD pages - To be Incorporated by Amendment)

 EXHIBIT G
Schedule of Major Milestones

(TBD pages - To be Incorporated by Amendment)

 EXHIBIT H
[Design-Builder’s Company Name] Design Phase Proposal
dated [Month Day, Year]

(x pages)