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HomeMy WebLinkAboutDomus Studio Architecture Inc; 2017-07-12; TRAN1589TRAN1589 City Attorney Approved Version 6/12/18 1 of 2 AMENDMENT NO. 3 TO EXTEND THE AGREEMENT FOR FIRE STATION 2 BRIDGING CONSULTANT SERVICES DOMUSSTUDIO ARCHITECTURE, L.L.P. This Amendment No. 3 is entered into and effective as of the ______________ day of _________________________, 2019, extending and the agreement dated July 12, 2017, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Domusstudio Architecture, a Limited Liability Partnership, ("Contractor") (collectively, the “Parties”) for the continuation of Fire Station No. 2 Bridging Consultant Services. RECITALS A. On April 13, 2018, the Parties executed Amendment No. 1 to the Agreement to alter the scope of work to develop additional project criteria, additional site plan studies, floor plan studies, architectural massing studies and additional neighborhood meetings added to the original scope of work. The Parties negotiated and agreed to the supplemental scope of work and fee schedule of nineteen thousand eighty-five dollars ($19,085), not to exceed total annual Agreement amount of two hundred fifty-six thousand, three hundred ninety-five dollars ($256,395); and B. On July 12, 2018, the Parties executed Ratification of Amendment No. 2 to the Agreement to extend the Agreement term for a period of one (1) year at no additional cost; and C. The Parties desire to extend the Agreement for time only for one (1) additional year ending on July 11, 2020. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for time only for one (1) year ending on July 11, 2020. 2.Contractor will complete all work associated with this agreement by July 11, 2020. 3.All other provisions of the Agreement, as may have been amended from time to time,will remain in full force and effect. 4.All requisite insurance policies to be maintained by the Contractor pursuant to theAgreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// DocuSign Envelope ID: 51F30FF6-6568-494E-B822-777CC71CFFE3 9th July TRAN1589 City Attorney Approved Version 6/12/18 2 of 2 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California DOMUS STUDIO ARCHITECTURE, a Limited Liability Partnership By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works Branch,as authorized by the City Manager Wayne Holtan, Principal (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney __ DocuSign Envelope ID: 51F30FF6-6568-494E-B822-777CC71CFFE3 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1/7/2019 Cavignac &Associates450BStreet,Suite 1800SanDiegoCA92101 Certificate Department 619-744-0574 619-234-8601 certificates@cavignac.com Sentinel Insurance Company 11000 DOMILLP-01 XL Specialty Company 37885domusstudioarchitecture,LLP dba domusstudio arch28003rdAvenueSanDiego,CA 92103 663364965 A X 1,000,000 X 1,000,000 X Contractual Liab 10,000 X Separation of In 1,000,000 2,000,000 Y 72SBWBA9990 12/31/2018 12/31/2019 2,000,000 A 1,000,000 XX 72SBWBA9990 12/31/2018 12/31/2019 A X X 3,000,000 10,000 72SBWBA9990 X 3,000,000 12/31/2018 12/31/2019 A Y 72WEGEV7724 12/31/2018 12/31/2019 X 1,000,000 1,000,000 1,000,000 B ProfessionalLiability DPR9936108 12/31/2018 12/31/2019 Each ClaimAggregate $3,000,000$5,000,000 Re:Agreement Number:TRAN1589,Fire Station 2 –Bridging Consultant Services.Additional Insured coverage applies to General Liability for City ofCarlsbad/CMWD,its officers,officials,employees,agents and volunteerser policy form.Primary and Non-Contributory coverage applies to General Liability perpolicyform.Waiver of subrogation applies to Workers Compensation per policy form.Professional Liability -Claims made form,defense costs included withinlimit.Excess/Umbrella policy follows form over underlying policies:General Liability,Auto Liability &Employers Liability (additional insured and waiver ofsubrogationapply).If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac &Associateswillprovide30daysnoticeofsuchcancellationornonrenewal. City of Carlsbad/CMWDAttn:Contract Administration1635FaradayAvenueCarlsbadCA92008 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a.through f.below are additional insureds when you have agreed, in a written Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.– Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b)"Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products- completed operations hazard", but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.– Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1)You or any additional insured that is an individual; (2)Any partner, if you or an additional insured is a partnership; (3)Any manager, if you or an additional insured is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5)Any trustee, if you or an additional insured is a trust; or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3. Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of Section A.– Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Policy #72SBWBA9990 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:11/21/18 Policy Expiration Date:12/31/19 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:72 WEC EV7724 Endorsement Number: Effective Date:12/31/18 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:DOMUSSTUDIO ARCHITECTURE, LLP 2800 3RD AVE SAN DIEGO CA 92103 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us DocuSign Envelope ID: A72C9B99-2BD0-4DAA-87F2-6330D803FA25 TRAN1589 RATIFICATION OF AMENDMENT NO. 2 TO EXTEND AGREEMENT FOR FIRE STATION 2 BRIDGING CONSULTANT SERVICES DOMUS STUDIO ARCHITECTURE, L.L.P. This Ratification of Amendment No. 2 is entered into and effective as of the 12th day of July, 2018, extending the agreement dated July 12, 2017, (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Domusstudio Architecture, a Limited Liability Partnership, ("Contractor") (collectively, the "Parties") for the continuation of Fire Station No. 2 Bridging Consultant Services. RECITALS A. On April 13, 2018, the Parties executed Amendment No. 1 to the Agreement to alter the scope of work to develop additional project criteria, additional site plan studies, floor plan studies, architectural massing studies and additional neighborhood meetings added to the original scope of work. The Parties negotiated and agreed to the supplemental scope of work and fee schedule of ($19,085) not to exceed total annual Agreement amount of ($256,395); and B. The Agreement, as amended from time to time expired on July 12, 2018 and Contractor continued to work on the services specified therein without the benefit of an agreement; and C. The Parties desire to extend the Agreement for a period of one (1) year; and D. The Parties have agreed to a no cost time extension to complete the original scope of services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period one (1) year ending on July 12, 2019. 2. That the Contractor has provided some of those services described in Exhibit "A" of the original Agreement, as may have been amended from time to time. With this Amendment, the total annual Agreement amount shall remain unchanged and not exceed two hundred fifty-six thousand, three hundred ninety-five dollars ($256,395). 3. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed two hundred fifty-six thousand, three hundred ninety-five dollars ($256,395). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 4. Contractor will complete all work described in Exhibit "A" by July 12, 2019. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. City Attorney Approved Version 1/30/13 DocuSign Envelope ID: A72C9B99-2BD0-4DAA-87F2-6330D803FA25 TRAN1589 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 7. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR DOMUS STUDIO ARCHITECTURE, INC., a Limited liability corporation By: By: (sign here) Wayne Holtan (print name/title) (sign here) Jon Dominy (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: For Scott Chadwick, City Manager ATTEST: For Barbara Engleson, City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: ___ ~u&u-__ sm_~_J __ Deputy City Attorney City Attorney Approved Version 1 /30/13 2 DocuSign Envelope ID: A72C9899-2BD0-4DAA-87F2-6330O803FA25 Exhibit A Request for Statement of Qualifications and Proposal FEE PROPOSAL Carlsbad Fire Station #2- Bridging Consultant Services 2150 W. Washington, Suite 303 San Diego, CA 92 l l 0 Tel 619.692.9393 Fax 619.692.9394 9 DocuSign Envelope ID: A72C9B99-2BD0-4DAA-87F2-6330D803FA25 Exhibit A 5.8.a Fee Proposal domusstudio architecture Project Understanding / Scope of Work domusstudio and our consultants will provide Bridging Document Design Services for the following: Project Description: the project site is in San Diego County, in the City of Carlsbad, CA. The project will consist of a new approx l 0,800 SF two story fire station with possible underground parking structure, living areas, dorms, and associated site work as a rebuild to the existing station site at 1906 Arenal Road. Scope of Basic Services The proposed Architectural services include Architectural, Cost Estimating and Scheduling, Civil, Structural, Mechanical, Plumbing, Electrical, and Geotechnical Engineering, Traffic and Landscape Architectural services as outlined in the RFSOQ/P developed by the City of Carlsbad, for Fire Station #2 and Addendum #1. (Environmental Consultant Services have been reviewed with two firms and determined to be not required - a Categorical Exemption is the level of documentation for this project. The City would typically perform this service). FEE BY MAJOR WORK TASK: Bridging Documents Task: Program Verification Phase Project Schematic Design (SD) Design Development to Bridging Documents & Entitlement Submittal Prep. CUP Submittal and Processing Bridging Documents Total not to exceed fee: Estimated Reimbursable Expense (3%) Design Build Project Delivery D/B Design Development D/B Construction Documents D/B Bidding D/B Construction Administration FEES BY CONSULTANTS: Bridging Documents Architectural Design CUP Submittal and Processing Structu ra I Design Mechanical / Plumbing Electrical / Emergency Power/ Security Civil Landscape Cost Estimating/ Schedule Geotech Traffic Noise, Air Quality Reports Topo / Survey 2 Total not to exceed fee: 10 Fee: $25,000 $115,000 $75,510 $ 15,000 $230,510 $6,800 Hourly Hourly Hourly Hourly 49,000 30,000 10,000 18,500 12,000 32,030 9,860 25,420 16,000 5,000 l 0,700 12,000 $230,510 studio DocuSign Envelope ID: A72C9899-28D0-4DAA-87F2-6330D803FA25 Exhibit A domusstudio architecture 5.6.b Work Plan - Tasks, Deliverables, Fees Sequential work tasks to complete the project: FEE TIME WORK TASK RESOURCE $25,000 Program Verification Phase 250 man 7 weeks hours at $100/hr. average Review existing Carlsbad domusstudio Fire Dept. data • Visit existing stations Project Team • Workshop with CFD domusstudio Personnel & City Staff • Program Dev/ Review domusstudio Follow up meetings with domusstudio City Management/ Final Program • Review Master Project Team Plan options and Environmental Evaluation Research project Estimate Meet with CFD & City Staff to discuss Master Plan Options, Budget and Environmental Opportunities domusstudio, Cost Estimate Consultant domusstudio, Cost Estimate Consultant $115,000 Project Schematic Design (SD) 767 man 11 weeks hours at $150/hr. average • Kick-off Meeting Confirm Project Team, City Project Goals • Weekly Meetings as required domusstudio, Project Team DELIVERABLES Summary Report • Document Key Functional Items • Workshop Notes Building Program Draft • Review Recommendations Finalize Program Review and address all Architectural and Site Design Requirements. Evaluate Budget Written Evaluation Recommendations, Estimated Costs Report Confirmation, Environmental Studies Required Meeting Minutes Project Coordination • Initiate Geotechnical Investigation Geotechnical Engineering • Geotechnical Report Initiate Topographic Survey Review Site Conditions & Grading Requirements Refine Preliminary Space Need Analysis/ Floor Plan Start SD Site Plan, Floor Plan, Elevation Studies - options • Select SD Plans & Elevations, massing Initiate SD Plans; Landscape, Structural, MEP, Civil, Grading Plans, Building Plans and Elevations • Traffic Circulation & Coordinate Site Design Civil Topographic Survey studia domusstudio, Civil, Landscape domusstudio, Project Team, City domusstudio, Civil Landscape domusstudio, City domusstudio, full team domusstudio, Civil, Traffic • 11 Site Analysis Plan Space Need Analysis Document Conceptual Site Plan Studies, Plans, Massing Approve SD concept Schematic Design Plans, Elevations, and Consultant Team Initial Concepts/ Basis of Design Location & Design Requirements 3 DocuSign Envelope ID: A72C9B99-2BD0-4DAA-87F2-6330D803FA25 Exhibit A 5.6.b Project Understanding - Task, Deliverables domusstudio architecture Sequential work tasks to complete the project: FEE TIME WORK TASK Project Schematic Design (SD) Cont. • Review Progress SD Design and Consultants' Basis of Design (BoD) • Coordinate City Cultural Arts Program RESOURCE domusstudio, Project Team, City domusstudio DELIVERABLES • Meeting with City/ Notes/ Comments Incorporate Artists' Work Opportunities • Initiate Preliminary SD Cost Estimate Cost Estimate Consultant • Initiate Cost Estimate Document • Refine Final SD Drawings domusstudio, Project and Consultant BoD Team Concepts • Start Project Specifications Project Team • Final SD Cost Estimate Estimator • City Final Review/Report domusstudio • Colored Landscape Plan, Floor Plan, Elevations and BoD Documents • Outline Project Specifications • S.D. Cost Estimate • Plan review comments/ Approval to move into Design Development (DD) Phase $75,510 Design Development (DD) to Bridging Documents & Entitlement Submittal Prep. 503 man 8 weeks hours at $150;hr. average • Develop DD Phase Documents, Specifications & Cost Estimate to 20% Completion (Bridging Documents) domusstud·10, All Consultants • 20% Construction Drawings and Specifications, Cost Estimate & Project Specifications. • Weekly Meetings as re qui red domusstudio, Project Team• Project Coordination $15,000 CUP Submittal & Processing lOOman hours at $150;hr. average 4 9 weeks ESTIMATED • Initiate Discretionary Submittal Documents, C.U.P. City • City Discretionary Review/ domusstudio, City Comments • CUP & Environmental Approval domusstudio, City • Final Bridging Document Cost Estimator Cost Estimates • City Final Review/ Comments domusstudio 12 • Applications, Drawings & Exh·1bits -submit by City Update/Refine Plans • Entitlement Approval • Bridging Document Cost Estimator studio • Plan review comments/ Approval to release Bridging Documents DocuSign Envelope ID: A72C9B99-2BD0-4DAA-87F2-6330D803FA25 Exhibit A domusstudio architecture 5.6.b Project Understanding - Tasks, Deliverables, Fees Sequential work tasks to complete the project: FEE TIME WORK TASK RESOURCE DELIVERABLES Hourly Design / Build Design Development: • Bridging Documents Released as Design/ Build RFP • Review RFP Submittals • Selection of Design/ Build Team • Develop DD Phase Documents to l 00% domusstudio, Project Team Assist City domusstudio, Project Team Assist City City Design/ Build Team • Assist with RFP Process • Assist in RFP Review/ Selection • Contract for Continuation of Project • DD Documents • Review of DD Phase Documents domusstudio, Project Team Assisi City • Review Progress DD Documents to original program, schedule and budget. Hourly Design / Build Construction Documents: • Develop Design / D/8 Team Build Construction • 90% Construction Drawings, Cost Estimate, Sustainable Design Documents & Project Specifications Documents, Specifications & Cost Estimate to 90% Completion • Plan Check Submittals/ D/B Team • Approved set of Plans City Review • City Review of 0/B Plans/ domusstudio and Project • Plan review comments Comments Team Assist City • Finalize D/B Bid-0/8 Team • Bid Set, incorporate final VE. items. ready Set of Plans and Specifications. • Final Bid • Review Pricing 0/8 Team domusstudio, Project Team Assisi City • Guaranteed Maximum Price (GMP) • GMP Award of Contracts Hourly Design / Build Construction Administration: • Provide Administration of the Construction Contract, to Substantial Completion • Punchlist Items 0/B Team, domusstudio, • Project Team Assist City as Construction Administration Meetings and Documentations needed • Record Set of Drawings and Specifications 0/8 Team, domusstudio, • Building Occupancy All Consultants, Project Team Assist City as needed 13 studio 5 AMENDMENT NO. 1 TO AMEND AGREEMENT FOR FIRE STATION NO. 2 BRIDGING CONSULTANT SERVICES DOMUSSTUDIO ARCHITECTURE, L.L.P. TRAN1589 nThis Amendment No. 1 is entered into and effective as of the J ·7.;_fh day of ,!fr:; Q , 2018, amending the agreement dated Ju~17, (the "Agre~ nt") by and between the City of Carlsbad, a municipal corporation, ("City"), and Domusstudio Architecture, a limited liability partnership, ("Contractor") (collectively, the "Parties") for Fire Station No. 2 Bridging Consultant Services. RECITALS A. The Parties desire to alter the Agreement's scope of work to develop additional project criteria to be incorporated into bridging documents for Fire Station 2. Additional site plan studies, floor plan studies, architectural massing studies and additional neighborhood meetings will be added to the original scope of work; and 8. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed two hundred fifty six thousand three hundred ninty five dollars ($256,395). 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed nineteen thousand, eighty five dollars ($19,085). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by July 12, 2018. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill /II City Attorney Approved Version 1/30/13 TRAN1589 6. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR DOMUSSTUDIO ARCHITECTURE, a limite liability partner hip By: \ (sign here) _...jc......., VolAr\ ,,,_;-j ------"---(print namJttitle) CITY OF CARLSBAD, a municipal corporation of the State of California ATTEST: If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: {)&A~ °epuiy CityAttorne City Attorney Approved Version 1/30/13 2 State of California Secretary of State CERTIFICATE OF GOOD STANDING CALIFORNIA LIMITED LIABILITY PARTNERSHIP I, ALEX PADILLA, Secretary of State of the State of California, hereby certify: That on the 1st day of January, 2001, DOMUSSTUDIO ARCHITECTURE, LLP, became recognized under the laws of the State of California by filing a certificate of registration in this office; and That according to the records of this office, the said limited liabilit~ partnership is authorized to exercise all its powers, rights and privileges and is in good legal standing in the State of California; and That no information is available in this office on the financial condition of this limited liability partnership. NP-25 (REV 01/2015) IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of ALJgust 15, 2016. ALEX PAD ILLA Secretary of State CFG 17-316381 fl Secretary of State f9 6 ! LLC-12 FILED ! ... lb -~ · a t Statement of Information '.,~., ·-~ . (Limited Liability Company) ~~ secretary of State :'!C,,o~· State of California IMPORTANT-Read instructions before completing this form. FEB 2 7 2017 Filing Fee -$20.00 Copy Fees -First page $1.00; each attachment page $0.50; u.Go/~/cc Certification Fee -$5.00 plus copy fees This Space For Office Use Only 1. Limited Liability Company Namo (Enter lhe exact name of the LLC. If you registered in California using on altemat" nam.,, see instructions.) domusstudio properties LLC 2. 12-Dlglt Socretary of State FIio Number 13. State, Foreign Country or Place of Organization (only if formed outside or California) 201704710184 4. Business Addresses a. Streel Addres• or Pnncipel Olfice. Do nol list a P.O. Box City (no abbreviations) Slate Zip Code 2150 W. Washinoton Street #303 San Diego CA 92110 b. Mailing Addrc~• of LLC. ii dlfforant !hon llom ,(a City (no abbreviations) Slole Ztp Code c. Street Address of CoHlornla ornce, tr Item,~ 11 no1 in California· Do not list a P.O. Box Cily (no ebbroviailons) Stale Zip Code CA 5. Manager(s) or Membor(s) U no managen, have been appointed or elected, provide lhe name and address of each member. At least one name !!l5l. address must be listed. If the manager/member is an individual, complete llems 5a and Sc (leave Item Sb blank). If the manager/member Is an entity, complele Items Sb and 5c (leave Item Sa blank). Note: The LLC cannot serve as its own manager or member. If the LLC has additional managers/members. enter the namc(s) and addresses on Form LLC-i 2A (sec instructions). a. First Nome, ii on Individual -Do not complele Item Sb I Middle Name I Lest Namo I svmx Jon Dominy b. Entity Name· Do not complete Item 5a c. Addross I City (no abbreviations) I Stele I Zip Code 2150 W. Washington Street #303 San Diego CA 92110 6. Service of Process {Mu .. 1 provide ei\her Individual OR Corporatioo.) INDIVIDUAL -Complete Hems 6a and 6b only. Must include agent's lull name and California street address. a. California Agenrs Fi,sl Narne (if agent is not a corporation) Middle Name I L8'1Name I Suffi• John Pyjar b. Street Addrc,s (1f agc,,t ts not .a corporation) -Do not er1tet a P.O. Box City {no nbbrovlolions) I Stale I Zip Code 2150 W. Washington Street #303 San Diego CA 92110 CORPORATION -Complete Item Ge only. Only lndude the name of the registered agent Corporation. c. California ~eglsterod Co1porato Agent'• Namo (II agent Is a corporation)-Do not complele llem 6u or Gb 7. Type of Business e. Describe the lype of business or services of the Limited Liebiljty Company Real estate investments 8. Chief Executive Officer, If elected or appointed a. First Name MiddleN;,mo I Last Njl/110 I 5.,rr,, b. Address City (no abbrovlalions) I State I Zip Code 9. The Information contained heroin, Including any attachments, Is true and correct. 02/27/2017 David P. Ruth Attorney ~-::::;:::------- Oute Type or Prinl Name of Person Completing the Form Tillo Signature Return Address (Optional) (For communication from the Secretary of Slate related to this document, or ii purchasing a copy or the filed documenl enter lhe name ol a per•on 01 company and the mailinQ address. This information will become public when filod. SEE INSTRUCTIONS BEFORE COMPLETING.) Name: r Company: Address: City/State/Zip: L LLC-12 (REV 0112017) 1 J 2017 California Socrelary of Stale www.sos.ca.gov/businesslbe I 7 -3 I 6 3 8 ·1 L ,,~';..!: ,.,.. ~, Attachment to LLC-12A =~?; ~··:: !\Ill> .. · .. ~ Statement of Information Attachment \_~,;.1_ (Limited Liability Company) ·~~ir-('•liio•M'. A. Limited Liability Company Name domusstudio properties LLC This Space For Office Use Only B. 12-Digit Secretary of State File Number C. State or Place of Organb:ation (only if formed outside of California) 201704710184 D. List of Additional Manager(s) or Member(s) • If the manager/member is an individual, enter the individual's name and address. If the manager/member is an enti!y, enter the entity's name and address. Note: The LLC cannot serve as its own manager or member. 2a. First Name -Do not complete llem 2b Middle Name Wayne Holtan, Trustee GH Trust dtd 1-7-2011 2b. Entity Name -Do not complele Item 2a 2c. Address City (no abbrevlellons) 2150 W, Washington Street #303 San Diego 3a. Flrsl Nama -Do not complete llem 3b Middle Name David 3b. Entity Name -Do not complete Item 3a 3c. Address City (no abbreviations) 2150 W. Washington Street #303 San Diego 4a. Firsl Name -Do not complete Item 4b Midole Name David 4b. Entity Name -Do not complete Item 4a 4c. Address City (no abbreviations) 2150 W. Washington Street #303 San Diego 5a. First Name -Do not complete Item Sb Middle Name John Pyjar Trustee Pyjar Family Trust dtd 12-7-2001 Sb. Enllty Noma -Do not complete Item Sa 5c. Address City (no abbreviations) 2150 w. Washington Street #303 San Diego 6a. First Nama -Do not complete llem 6b Middle Name 6b. Enlily Name -Do not complete llem 6a 6c. Addrnss City (no abbreviations) 7a. F lrst Name -Do no1 complete Item 7b Middle Name 7b. Entity Name -Do not complete llem 7a 7c. Address City {no abbreviations) 8a. First Name -Do not complele Item Sb Middle Name 8b. Entity Name -Do nol complete llem ea 8c. Address Cily (no abbreviations) LLC-12A -Attachmenl (EST 0712016) I Last Name I Last Name Keitel I Last Name Pfeifer I Last Name I Last Name I Last Name I Last Name I Suffix I Stale CA I Zip Code 92110 I Suffix I State CA I Zip Code 92110 I Suffix 1 stCA I Zip Code 92110 I Suffix I Sta~ I Zip cooe 92110 I Suffix I State I Zip Code I Suffix I State I Zip Code I Suffi• I St.ate I Zip Code 2016 California Secretary of Slate www.sos.ca.gov/business/be TRAN1589 EXHIBIT A Scope of Services and Fees Task Outline: Architectural services for concept and schematic design phase of drive through option at Fire Station No. 2. Work includes site plan studies, floor plan studies, architectural massing studies and additional neighborhood meetings. Fee Schedule: Description of Services Total: Site Plan Studies $3,000 Floor Plan Studies $6,000 Architectural MassinQ Studies $5,500 Neighborhood Meetings $4,585 Not-To-Exceed Total: $19,085 City Attorney Approved Version 1/30/13 3 domusstudio architecture Amendment to the Professional Services Agreement 01 ,o, City of Carlsbad In accordance with the Agreement dated: June 15, 2017 & Purchase Order P134433 dated June 26, 2017 between the Owner, City of Carlsbad 1635 Faraday Ave Carlsbad, CA 92008 and the Architect, domusstudio architecture for the Project: City of Carlsbad Fire Station #2 Bridging Consultant 1906 Arenal Rd Carlsbad, CA 92009 The Owner hereby authorizes the Architect to: D Proceed with Additional Services or a Change in Services D Incur Additional Reimbursable Expenses As follows: Extended Concept and Schematic Design Phase for architectural services; Exhibit "A" TRAN1589 Request for continued study and analysis of two Site Plan Options; Concept A Back-in Scheme and Concept B Drive Thru Scheme, after formal written direction was given to move ahead on the Concept B Drive Thru Option (City email dated November 8, 2017. Work included additional siteplan studies, floor plan studies, architectural massing studies, and additional neighborhood meetings. The following adjustments shall be made to compensation and time. Compensation: $19,085 (nineteen thousand eighty-five dollars) Time: Incorporated into the extended Project Schedule. AGREED TO SUBMITTED BY. domusstudio architecture ~f'\nti4\M {Signature) Date {Signature) Wayne Holtan, Principal {Printed Name and Title) 2800 I h,rd Avenue, Son Diego, Col,formo 92103 619.692. 9393 domusstud,o.com \\dcl\doi,eont,,.6g\7_0P-qecffi1n\1720Cctdtbctdrf!'e5Mio-. •L'v .01 Cl.c,,iv, 1 01 "9-tV"leN1\1.I. I.0'2 Sl.pp'i!mu:tol ~don1\2018.0l-30.,..rb-.ert01 to tJ.e ,..oinsioo<ol s.n..ce ........... doo 1/30/2018 Date s1udi1 ACORDa CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 3/28/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2:1~cT Certificate Department Cavignac & Associates iA~gN:o Exll: 619-744-0574 I FAX 450 B Street, Suite 1800 fA/C Nol: 619-234-8601 San Diego CA 92101 !t'DA~~ss, certificates@cavignac.com INSURER{Sl AFFORDING COVERAGE NAIC# INSURER A: Berkley Insurance Company 32603 INSURED DOMILLP--01 INSURER B: Hartford Accident & lndemnitv 22357 domusstudio architecture, LLP dba domusstudio arch INSURER c: Sentinel Insurance Company 11000 2800 3rd Avenue San Diego, CA 92103 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1018229407 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE •••c,n un,n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl C X COMMERCIAL GENERAL LIABILITY y 72SBWBA9990 12/31/2017 12/31/2018 EACH OCCURRENCE $1,000,000 -7 CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 X Contractual Liab MED EXP (Any one person) $10,000 -X Separation of In PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 ~ DPRO-DLOC PRODUCTS -COMP/OP AGG $2,000,000 POLICY JECT OTHER $ C AUTOMOBILE LIABILITY 72SBWBA9990 12/31/2017 12/31/2018 COMBINED SINGLE LIMIT $1000000 (Ea accident) - ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ~ AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS ( Per accident) -~ $ C X UMBRELLA LIAB M OCCUR 72SBWBA9990 12/31/2017 12/31/2018 EACH OCCURRENCE $3,000,000 ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 .I OED I X I RETENTION$ 1n nnn $ B WORKERS COMPENSATION y 72\NEGEV7724 12/31/2017 12/31/2018 X I ~¥f-ruTE I I OTH- AND EMPLOYERS" LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE D E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A Professional Liability AEC901829402 12/31/2017 12/31/2018 Ea Claim & Aggreg $3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Agreement Number: TRAN1589, Fire Station 2 -Bridging Consultant Services. Additional Insured coverage applies to General Liability for City of Carlsbad/CMWD, its officers, officials, employees, agents and volunteerser policy form. Primary and Non-Contributory coverage applies to General Liability per policy form. Waiver of subrogation applies to Workers Compensation per policy form. Professional Liability -Claims made form, defense costs included within limit. Excess/Umbrella policy follows form over underlying policies: General Liability, Auto Liability & Employers Liability (additional insured and waiver of subrogation apply). If the insurance company elects to cancel or non-renew coverage for any reason other than nonpayment of premium Cavignac & Associates will provide 30 days notice of such cancellation or non renewal. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad/CMWD ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Contract Administration 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE Carlsbad CA 92008 ~-~ .. I © 1988-2014 ACORD CORPORATION_ All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy #72SBWBA9990 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker''), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment'' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permIssIon. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 Policy #72SBWBA9990 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form 55 00 08 04 05 .Polley !112~.15 w tlA~~~u (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 Polley #72Stl W tlA999U BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 Policy #72SBWBA9990 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Page 15 of 24 Yoney ff 1 ~;)n vv nl\.~~~u BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Form SS 00 08 04 05 Policy #72SBWBA9990 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 72 WEG EV7724 Endorsement Number: Effective Date: 12 / 31 / 1 7 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DOMUSSTUDIO ARCHITECTURE/ LLP DEA DOMUSSTUDIO ARCHITECTURE 2150 W WASHINGTON ST STE 303 SAN DIEGO, CA 92110 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. 2 % of the California workers' compensation SCHEDULE Person or Organization ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN WAIVER OF RIGHTS FROM US Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 11/13/17 Job Description BLANKET OPERATIONS -----------:--:---:---c-=------A u tho r i zed Representative Policy Expiration Date: 12/31/18 Attachment A TRAN1589 AGREEMENT FOR FIRE STATION 2 BRIDGING CONSULTANT SERVICES DOMUS STUDIO ARCHITECTURE, INC. THIS AGREEMENT is made and entered into as of the \ 2tv1 day of __ ___,.....,_>U,<.;~1------' 20 \1, by and between the CITY OF CARLSBAD, a municipal corporation, ("Ci "), and DOMUS STUDIO ARCHITECTURE, INC., a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in consulting services. B. Contractor has the necessary experience in providing professional services and advice related to consulting services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed two hundred thirty-seven thousand three hundred ten dollars ($237,31 O). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed fifty thousand dollars ($50,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/29/16 TRAN1589 6. PREVAILING WAGE RATES Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 7. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 8. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, City Attorney Approved Version 2/29/16 2 TRAN1589 recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 11. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 11.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 2/29/16 3 TRAN1589 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 11.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 16. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. City Attorney Approved Version 2/29/16 4 For City Name Steven Stewart Title Municipal Projects Manager Department Public Works City of Carlsbad Address 1635 Faraday Avenue Carlsbad.CA 92008 Phone No. (760) 602-7543 TRAN1589 For Contractor Name Way_n_e_H_o_lt_a_n ________ _ Title Project Manager 2150 West Washington Street, Suite Address 303 -------------- San Diego, California 92110 Phone No. (619) 692-9393 Email wayne.holtan@domusstudio.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version 2/29/16 5 TRAN1589 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor City Attorney Approved Version 2/29/16 6 TRAN1589 and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill /II City Attorney Approved Version 2/29/16 7 TRAN1589 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal DOMUS STUDIO ARCHITECTURE, INC., corporation of the State of California :::~• cor~:ralionUo>~ L;at>I,~ c~pan1 By -:J;;;f!I/IL 1~WH,l Ii I M21 iof<--- By: (sign here) v(7"VV,. I (print name title) -zo11 · oc, · 'Lj (sign here \\u,{' ~ \ vW, l\c print name/titl ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group 8 Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. ,~.E/}R~City Attorney BY: IM~ -------------1"6 st ~y City Attorney City Attorney Approved Version 2/29/16 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of -~'-,l ::D\ 9\ C On oi.,l ·.J-1 l -xir4 before me, -~h~~~n~~~'-J:_il~t.._t.-:_~_,,-1_,___N_~_~_,-+"f-f:_ .. 1._\.._\_~~-----_-_-_-_--~ I + Date Here Insert Name and Title of the Officer personally appeared -~~_\'\_<:.~~µ_ ... _' l~l-_e.._· .., __ 11.._~~~--~c·,_\ ~~~~-_-:__-:__-:_-:_-:_-:_-:_-:_-:_-:_-:_-:_-::_-=:_-=:_-:_-:_-::_~_- __________________ N_a_m_e_~_J _o_f s_,_g_n ___________ .,,,....~ who proved to me on the basis of satisfactory evidence to be the ersons\ whose ~(°s) is,'are", subscribe to the within instrument and acknowledged to me that ~ the execute~ameY his.tfler heir uthorized capacity(ies), and that by -1:wAer~signature(s) on t e instrument the person(s), or the en I y upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Sea/ Above ----------------OPTIONAL---------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document A:.~<u:,111..-4-tr k.-'-~.<k.-., Title or Type of Document: ,, 8,-ia · , ~.i~.d k"-~ Sk Document Date: 0 lu { ~I ( -,..., ; ·1 Number of Pages: '3 Ml'( Sign · ther Than Named Above: ~c iju...,.. N1...,iw.,l -----..j..1 / 1 Capacity(ies) Claimed b s· er(s) Signer's Name: ---aF-'1..---------- 1 Corporate Officer Partner -U · ited r-_ Attorney in Fact i Trus , ; Guardian or Conservator 17 er: ______________ _ 1gner Is Representing: _________ _ Signer's Name: _____________ _ -Corporate Officer -Titl Partner -U Limit LJ General r I Individual ! Attorney in Fact n Guardian or Conservator ""'g,~'g;.~'g;.~~~~~~'g;,~'§<;,~~~'Q<;,'Q<;,'%'Q<;,~'Q<;,~ ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 Exhibit A Reciuest for Statement of Qualifications and Proposal FEE PROPOSAL Carlsbad Fire Station #2- Bridging Consultant Services studio 21 50 W. Washington, Suite 303 San Diego, CA 9211 0 Tel 619.692.9393 Fax 619 692 9394 9 Exhibit A 5.8.a Fee Proposal domusstudio architecture Project Understanding / Scope of Work domusstudio and our consultants will provide Bridging Document Design Services for the following: Project Description: the project site is in San Diego County, in the City of Carlsbad, CA. The project will consist of a new approx l 0,800 SF two stmy fire station with possible underground pmking structure, living areas, dorms, and associated site work as a rebuild to the existing station site at 1906 Arena! Road. Scope of Basic Services The proposed Architectural services include Architectural, Cost Estimating and Scheduling, Civil, Structural, Mechanical, Plumbing, Electrical, and Geotechnical Engineering, Traffic and Landscape Architectural services as outlined in the RFSOQ/P developed by the City of Carlsbad, for Fire Station #2 and Addendum #1. (Environmental Consultant Services have been reviewed with two firms and determined to be not required -a Categorical Exemption is the level of documentation for this project. The City would typically perform this service). FEE BY MAJOR WORK TASK: Bridging Documents Task: Program Verification Phase Project Schematic Design (SD) Design Development to Bridging Documents & Entitlement Submittal Prep. CUP Submittal and Processing Bridging Documents Total not to exceed fee: Estimated Reimbursable Expense (3%) Design Build Project Delivery D/B Design Development D/B Construction Documents D/B Bidding D/B Construction Administration FEES BY CONSULTANTS: Bridging Documents Architectural Design CUP Submittal and Processing Structural Design Mechanical / Plumbing Electrical / Emergency Power/ Security Civil Landscape Cost Estimating / Schedule Geotech Traffic Noise, Air Quality Reports Topo / Survey 2 Total not to exceed fee: 10 Fee: $ 25,000 $ 115,000 $75,510 $15,000 $230,510 $6,800 Hourly Hourly Hourly Hourly 49,000 30,000 10,000 18,500 12,000 32,030 9,860 25,420 16,000 5,000 10,700 12,000 $230,510 stu~io Sequential work tasks to complete the project: FEE TIME WORK TASK $25,000 Program Verification Phase 250man hours at $100/hr. average 7 weeks . . . . . . Review existing Carlsbad Fire Dept. data Visit existing stations Workshop with CFO Personnel & City Staff Program Dev/ Review Follow up meetings with City Management/ Final Program Review Master Plan opf1ons and Environmental Evaluation Research project Estimate Meet with CFO & City Staff to discuss Master Plan Options, Budget and Env·1ronmental Opportunities $115,000 Project Schematic Design (SD) 767 man l l weeks . Kick-off Meeting Confirm hours at Project Goals $150/hr. average . Weekly Meetings as required . Initiate Geotechnical Investigation Initiate Topographic Survey . Review Site Conditions & Grading Requirements . Refine Preliminary Space Need Analysis/ Floor Plan . Start SD Site Plan, Floor Plan, Elevation Studies - options . Select SD Plans & Elevations, massing Exhibit A domusstudio architecture 5.6.b Work Plan - RESOURCE domusstudio Project Team domusstudio domusstudio domusstudio Project Team domusstudio, Cost Estimate Consultant domusstudio, Cost Estimate Consultant Project Team, City domusstudio, Project Team Geotechnical Engineering Civil domusstudio, Civil, Landscape domusstudio, Project Team, City domusstudio, Civil Landscape domusstudio, City Tasks, Deliverables, Fees DELIVERABLES • Summary Report • Document Key Functional Items • Workshop Notes • Building Program Draft Review Recommendations Finalize Program • Review and address all Architectural and Site Design Requirements. • Evaluate Budget . . . . . Written Evaluation Recommendations, Estimated Costs Report Confirmation, Environmental Studies Required Meeting Minutes Project Coordination Geotechnical Report Topographic Survey stu~io Site Analysis Plan Space Need Analysis Document Conceptual Site Plan Studies, Plans, Massing Approve SD concept Initiate SD Plans; domusstudio, full team • Schematic Design Plans, Elevations, and Consultant Team Initial Concepts / Basis of Design Landscape, Structural, MEP, Civil, Grading Plans, Building Plans and Elevations • Traffic Circulation & domusstudio, Civil, Traffic • Location & Design Requirements Coordinate Site Design 11 3 Exhibit A 5 .6.b Project Understanding - Task, Deliverables domusstudio architecture Sequential work tasks to complete the project: FEE TIME WORK TASK RESOURCE Project Schematic Design (SD) Cont. Review Progress SD Design and Consultants' Basis of Design {BoD) domusstudio, Project Team, City Coordinate City Cultural domusstudio Arts Program • Initiate Preliminary SD Cost Estimate Cost Estimate Consultant Refine Final SD Drawings domusstudio, Project and Consultant BoD Team Concepts • Start Project Specifications Project Team • Final SD Cost Estimate Estimator City Final Review/Report domusstudio DELIVERABLES Meeting with City/ Notes/ Comments • Incorporate Artists' Work Opportunities • Initiate Cost Estimate Document Colored Landscape Plan, Floor Plan, Elevations and BoD Documents • Outline Project Specifications • S.D. Cost Estimate • Plan review comments/ Approval to move into Design Development (DD) Phase $75,510 Design Development (DD) to Bridging Documents & Entitlement Submittal Prep. 503 man 8 weeks hours at $150/hr. average Develop DD Phase Documents, Specifications & Cost Estimate lo 20% Completion (Bridging Documents) domusstudio, All Consultants 20% Construction Drawings and Specifications, Cost Estimate & Project Specifications. Weekly Meetings as required domusstudio, Project Team• Project Coordination $15,000 CUP Submittal & Processing lOOman hours at $150/hr. average 4 9 weeks ESTIMATED Initiate Discretionary Submittal Documents, C.U.P City • City Discretionary Review/ domusstudio, City Comments CUP & Environmental Approval domusstudio, City • Final Bridging Document Cost Estimator Cost Estimates City Final Review/ Comments domusstudio 12 • Applications, Drawings & Exhibits -submit by City • Update/Refine Plans Entitlement Approval Bridging Document Cost Estimator studio Plan review comments/ Approval to release Bridging Documents Sequential work tasks to complete the project: FEE Hourly Hourly TIME WORK TASK Design / Build Design Development: • Bridging Documents Released as Design/ Build RFP • Review RFP Submittals • Selection of Design/ Build Team • Develop DD Phase Documents to l 00% • Review of DD Phase Documents Design / Build Construction Documents: • Develop Design / Build Construction Documents, Specifications & Cost Estimate to 90% Completion • Plan Check Submittals/ City Review . City Review of D/B Plans/ Comments Finalize D/B Bid- ready Set of Plans and Specifications. • Final Bid Review Pricing Exhibit A domusstudio architecture 5.6.b Project Understanding - RESOURCE domusstudio, Project Team Assist City domusstudio, Project Team Assist City City Design/ Build Team domusstudio, Project Team Assist City 0/B Team 0/B Team domusstudio and Project Team Assist City D/B Team D/B Team domusstudio, Project Team Assist City Tasks, Deliverables, Fees DELIVERABLES • Assist with RF P Process • Assist in RFP Review/ Selection • Contract for Continuation of Project • DD Documents • Review Progress DD Documents to original program, schedule and budget. • 90% Construction Drawings, Cost Estimate, Sustainable Design Documents & Project Specifications • Approved set of Plans . Pion review comments Bid Set, incorporate final VE. items. . Guaranteed Maximum Price (GMP) stu~io . GMP Award of Contracts Hourly Design / Build Construction Administration: Provide Administration of the Construction Contract, to Substantial Completion Punchlist Items D/B Team, domusstudio, Project Team Assist City as needed D/B Team, domusstudio, All Consultants, Project Team Assist City as needed 13 Construction Administration Meetings and Documentations Record Set of Drawings and Specifications Building Occupancy 5