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HomeMy WebLinkAboutProteus Consulting; 2020-02-05; PSA20-1017CAPSA20-1017CA City Attorney Approved Version 6/12/18 1 of 7 AGREEMENT FOR FRONT END DOCUMENTS FOR DESIGN-BUILD METHOD OF PROJECT DELIVERY SERVICES PROTEUS CONSULTING THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2020, by and between the City of Carlsbad, a municipal corporation, ("City"), and Proteus Consulting, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consulting firm that is experienced in Design-Build project delivery and contract document creation. B. Contractor has the necessary experience in providing professional services and advice related to Design-Build project delivery and contract document creation. 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 three (3) months from the date first above. The City Manager or its designee may amend the Agreement to extend it for an additional three (3) months period 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 will not exceed sixteen thousand, seven hundred forty dollars ($16,740.00). 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 a total of thirty-five thousand dollars ($35,000.00) for the life of the agreement. The City reserves the right to withhold a five percent (5%) retention until City has accepted the work and/or Services specified in Exhibit "A". DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 5th February PSA20-1017CA City Attorney Approved Version 6/12/18 2 of 7 Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. 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. 7. 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. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. 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, 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. 10. 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 DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA City Attorney Approved Version 6/12/18 3 of 7 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. 10.1 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. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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. 10.1.4 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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 DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA City Attorney Approved Version 6/12/18 4 of 7 maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. For City For Contractor Name Eleida Felix Yackel Name Soma Bhadra Title Senior Contract Administrator Title CEO, Project Manager Department Public Works Address 4087 Alabama Street City of Carlsbad San Diego, CA 92104 Address 1635 Faraday Avenue Phone No. 858-353-2805 Carlsbad, CA 92008 Email soma@consult-proteus.com Phone No. 760-602-2767 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. DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA City Attorney Approved Version 6/12/18 5 of 7 16.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 categories. Yes No 17.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. 18.DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19.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. 20.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 X DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA City Attorney Approved Version 6/12/18 6 of 7 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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. 22. 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. 23. 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor 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. 25. 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. /// /// DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA City Attorney Approved Version 6/12/18 7 of 7 26. 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, Proteus Consulting, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Soma Bhadra, President / Secretary (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: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA EXHIBIT "A" 4087 Alabama Street, San Diego CA 92104 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 1 of 2 Scope of Work City of Carlsbad Front End Documents for Design-Build Method of Project Delivery Introduction This scope of work is to create suitable Design Build Front End templates for two projects for the City of Carlsbad, viz. Orion Center and Fire Station. These projects will be advertised for Request for Qualifications in March/ April 2020. The current City Front Ends do not have provisions for Design-Build method of project delivery, and the City wishes to add such language. The City has decided to use the “Lump Sum” contract from Design Build Institute of America (DBIA) as the base template for the revisions. The City also desires a review of the American Institute of Architects (AIA) contract language and include in the Design Build package as needed. Furthermore, the City’s Attorney has made a few comments on the DBIA contract forms that need to be included. The tasks anticipated are as follows: Task 1 Collection and Review Documents PROTEUS Consulting will review the following documents in preparation of the revision to the City’s current template. 1. DBIA documents: See Exhibit 1 for the list of documents required. 2. AIA Documents: See Exhibit 2 for the list of documents required. 3. City Attorney’s comments. 4. City’s current Design-Bid-Build Front End template. The City to provide all the documents mentioned in items 1 through 4 above. PROTEUS Consulting will not be responsible for purchase of these documents from DBIA or AIA. These tasks will take approximately these weeks from the date of receipt of the notice to proceed and ALL documents. Task 2 Creation of the Design-Build Front End Template After the review of the documents, PROTEUS Consulting will revise the City’s existing front end template to include key provisions from DBIA, AIA, and the Attorney’s comments. Each update will highlighted with comments and reference so that the reviewers can be informed of the change and the reason for such a change. Updates are expected to be on all the forms used for bidding and contracting, as well as General Provisions. It is anticipated that three weeks will be required for this update and internal quality control reviews. A draft set will be submitted to the City to review. It is anticipated that the City’s CM&I department and the City Attorney will review these documents in parallel and will take approximately two weeks. A review meeting will be held with the necessary people, e.g. City’s CM&I staff, City Attorney, City’s Contract Administration DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B PSA20-1017CA EXHIBIT "A" 4087 Alabama Street, San Diego CA 92104 Phone: 858 353 2805 Email: soma@consult-proteus.com Page 2 of 2 staff, and PROTEUS Consulting. In this meeting the relevant updates will be discussed and approved. If changes are suggested, they shall be noted at the meeting. It is the responsibility of the City to identify and approve the risk management issues with a design-build method of contracting. Upon receipt of the comments, PROTEUS Consulting will incorporate all the comments and submit the final version of the Design-Build Front End template documents for use with the two upcoming projects. This finalization of the documents is expected to take one to two weeks. The City will modify the documents as needed for each contract. Compensation A total budget allocation of $16,740.00, expected, billing will be on time and materials expended. The following compensation schedule is proposed: Assumptions: 1. The only review will involve meeting with City’s CM&I division staff and with City Attorney’s comments. No other meetings are planned. 2. This effort is limited to updating the “current” City’s Design-Bid-Build Front End templates and is NOT linked to the other extensive updates being performed to bring those documents to CSI format and latest Greenbook revisions. 3. It is assumed that these documents will be used only for the two Design Build projects mentioned in Introduction above. At a later date, the City may choose to take these set of documents through the revisions underway as mentioned in #2 above. 4. Preparation of Technical Specifications or bridging documents is not included. 5. All submissions made to the City will be in electronic format. Reprographics has not been included in this scope of work. If needed for the project, reprographics will be charged at cost. 6. Mileage is included in the rate. Schedule Services are anticipated to be from February 2020 through April 2020. The final set of documents is projected to be ready by middle of April 2020 provided there is no delay in review timelines. DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B DBIA TABLE OF CONTENTS NEED? Title# Document YES #500-D1 Project Schedule of Values and Design-Builder’s Application for Payment YES #500-D2 Design-Build Change Order Form YES #500-D3 Design-Builder's Affidavit of Final Release YES #500-D4 Certificate of Substantial Completion YES #500-D5 Design-Build Work Change Directive Form YES #500-D6 Consent of Surety to Reduction in or Partial Release of Retainage NO #500-D6GC Consent of Surety to Reduction in or Partial Release of Retainage to General Contractor NO #500-D6S Consent of Surety to Reduction in or Partial Release of Retainage to Subcontractor YES #500-D7 Consent of Surety to Final Payment NO #500-D7GC Consent of Surety to Final Payment to General Contractor NO #500-D7S Consent of Surety to Final Payment to Subcontractor YES #500-D8 Certificate of Final Completion YES #500-D9 Design-Builder's Request YES #500-D10 Design-Builder's Request Log YES #500-D11 Design-Build Contract Amendment NO #501 Standard Form of Contract for Design-Build Consultant Services YES #520 Standard Form of Preliminary Agreement between Owner and Design-Builder YES #525 Standard Form of Agreement between Owner and Design-Builder - Lump Sum NO #530 Standard Form of Agreement between Owner and Design-Builder - Cost Plus Fee with an Option for a Guaranteed Maximum Price YES #535 Standard Form of Agreement between Owner and Design-Builder NO #540 Standard Form of Agreement between Design-Builder and Design Consultant NO #550 Standard Form of Agreement between Design-Builder and General Contractor - Cost Plus Fee with an Option for a Guaranteed Maximum Price NO #555 Standard Form of Agreement between Design-Builder and General Contractor - Lump Sum NO #560 Standard Form of Agreement between Design-Builder and Design-Build Subcontractor - Cost Plus Fee with an Option for a Guaranteed Maximum Price NO #565 Standard Form of Agreement between Design-Builder and Design-Build Subcontractor - Lump Sum NO #570 Standard Form of Agreement between Design-Builder and Subcontractor (Where Subcontractor Does Not Provide Design Services) NO #575 Standard Form of Agreement between Design Consultant and Design-Build Sub-Consultant NO #580 Standard form of Teaming Agreement between Design-Builder and Teaming Party YES #610 Proposal Bond for Design-Build Projects YES #615 Warranty Bond for Design-Build Projects YES #620 Performance Bond for Design-Build Projects YES #625 Payment Bond for Design-Build Projects NO #630 Subcontractor Performance Bond for Design-Build Projects NO #635 Subcontractor's Payment Bond for Design-Build Projects NO #640 General Contractor's Performance bond for Design-Build Projects NO #645 General Contractor's Payment Bond for Design-Build Projects YES E-BIMWD Building Information Modeling Exhibit NO E-INSWD Insurance Exhibits Complete Set (includes the specific insurance exhibits listed below) YES E-INS-I Insurance Exhibit - Design-Builder's Insurance Requirements YES E-INS-II Insurance Exhibit - Owner's Insurance Requirements NO E-INS-III Insurance Exhibit - Design Consultant's Insurance Requirements NO E-INS-IV Insurance Exhibit - Design-Build Subcontractor's Insurance Requirements NO E-INS-V Insurance Exhibit - General Contractor's and Subcontractor's Insurance Requirements YES E-SUSWD Sustainable Project Goals Exhibit PSA20-1017CAExhibit "1"DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 11/12/2019 2017 AIA Contract Documents | AIA Contract Documents https://www.aiacontracts.org/contract-doc-pages/67216-2017-aia-contract-documents 1/6 Contract documents 2017 AIA Contract Documents Every 10 years, the core set of AIA Contract Documents are reviewed and updated based on industry trends and important court decisions. The April release includes 11 revised AIA forms and contracts. An additional 18 forms and agreements were released in the fall of 2017. Once the 2017 documents are released, the 2007 editions of the documents can continue to be used for up to 18 months. Note - because some current agreements refer to A201-2007 and A201-2007 SP, we will continue to publish these documents until May 31, 2021. Major changes to the Owner/Architect agreements are: • Single Sustainable Exhibit that can be used with any project and added to any AIA document to address the risks and responsibilities associated with sustainable services. • New agreements contain a fill point to prompt the parties to discuss and insert an appropriate “Termination Fee” for terminations for convenience. • The Architect is no longer required to re-design for no additional compensation if he or she could not have reasonably anticipated the market conditions caused the bids or proposals to exceed the owner’s budget. • Additional Services identified at the time of agreement are now categorized as Supplemental Services to avoid confusing them with Additional Services that arise during the course of the Renew Online Service Login (ACD5) Exhibit "2" - PSA20-1017CA DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 11/12/2019 2017 AIA Contract Documents | AIA Contract Documents https://www.aiacontracts.org/contract-doc-pages/67216-2017-aia-contract-documents 2/6 project. • The new agreements clarify how the Architect’s progress payments will be calculated if compensation is on a percentage basis. Major changes to the Owner/Contractor agreements are: • New exhibit with comprehensive insurance and bonds provisions that can be attached to many of the AIA owner/contractor agreements. • Expanded ability for the owner and contractor to directly communicate about the project while maintaining the architect’s ability to remain informed about communications that affect its services. • Clarified provisions that require the owner to provide proof that it has made financial arrangements to pay for the project. • Simplified provisions for the contractor to apply for, and receive, payments. List of 2017 Documents April Release •A101™–2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum •A102™–2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price •A103™–2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee without a Guaranteed Maximum Price •A104™-2017 (formerly A107-2007), Standard Abbreviated Form of Agreement Between Owner and Contractor •A105™–2017, Standard Short Form of Agreement Between Owner and Contractor •A201™–2017, General Conditions of the Contract for Construction •A401™–2017, Standard Form of Agreement Between Contractor and Subcontractor •B101™–2017, Standard Form of Agreement Between Owner and Architect •B102™–2017, Standard Form of Agreement Between Owner and Architect without a Predefined Scope of Architect’s Services B103™ 2017 St d d F f A t B t O d A hit t f C l P j t Renew Online Service Login (ACD5) DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 11/12/2019 2017 AIA Contract Documents | AIA Contract Documents https://www.aiacontracts.org/contract-doc-pages/67216-2017-aia-contract-documents 3/6 •B103™–2017, Standard Form of Agreement Between Owner and Architect for a Complex Project •B104™–2017, Standard Abbreviated Form of Agreement Between Owner and Architect •B105™–2017, Standard Short Form of Agreement Between Owner and Architect •C401™–2017, Standard Form of Agreement Between Architect and Consultant •E204™–2017, Sustainable Projects Exhibit October Release •C203-2017, Standard Form of Consultant’s Services: Commissioning •B201-2017, Standard Form of Architect’s Services: Design and Construction Contract Administration •B203-2017, Standard Form of Architect’s Services: Site Evaluation and Project Feasibility •B205-2017, Standard Form of Architect’s Services: Historic Preservation •B207-2017, Standard Form of Architect’s Services: On-Site Project Representation •B210-2017, Standard Form of Architect’s Services: Facility Support •G612-2017, Owner's Instructions to the Architect Part A •G612-2017, Owner’s Instructions to the Architect Part B •G701-2017, Change Order •G701S-2017, Change Order (Subcontractor Variation) •G702S–2017, Application and Certificate for Payment, Contractor-Subcontractor Version •G703S–2017, Continuation Sheet, Contractor-Subcontractor Version •G704-2017, Certificate of Substantial Completion •G710-2017, Architect’s Supplemental Instructions •G714-2017, Construction Change Directive •G715-2017, Supplemental Attachment for ACORD Certificate of Insurance 25 •G801-2017, Notice of Additional Services •G802-2017, Amendment to the Professional Services Agreement •G803-2017, Amendment to the Consultant Services Agreement Renew Online Service Login (ACD5) DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 11/12/2019 2017 AIA Contract Documents | AIA Contract Documents https://www.aiacontracts.org/contract-doc-pages/67216-2017-aia-contract-documents 4/6 g •G808-2017, Project Directory and Design Data Summary 2017 Document Comparisons: Compare the new 2017 versions of the documents with the previous 2007 editions. •A101-2017 Compared to A101-2007 •A102-2017 Compared to A102-2007 •A103-2017 Compared to A103-2007 •A104-2017 Compared to A107-2007 •A105-2017 Compared to A105-2007 •A201-2017 Compared to A201-2007 •A401-2017 Compared to A401-2007 •B101-2017 Compared to B101-2007 •B102-2017 Compared to B102-2007 •B103-2017 Compared to B103-2007 •B104-2017 Compared to B104-2007 •B105-2017 Compared to B105-2007 •C401-2017 Compared to C401-2007 Resources: •Purchase •Free Webinars •FAQs •Relationship Diagrams Contact us Renew Online Service Login (ACD5) DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 11/12/2019 2017 AIA Contract Documents | AIA Contract Documents https://www.aiacontracts.org/contract-doc-pages/67216-2017-aia-contract-documents 5/6 AIA Contract Docs Documents Purchase Learn Support Renew Privacy Policy Contact us About Us What we do Our committee Our history AIA.org © 2019 American Institute of Architects Renew Online Service Login (ACD5) DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B 11/12/2019 2017 AIA Contract Documents | AIA Contract Documents https://www.aiacontracts.org/contract-doc-pages/67216-2017-aia-contract-documents 6/6 Renew Online Service Login (ACD5) DocuSign Envelope ID: C2551213-ED74-4404-B64F-212F368A870B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 1/23/2020 Hall &CompanyA/E Insurance Services1966010thAveNEPoulsboWA98370 Brittney Merrihew CA License #4008529 360-626-2023 360-626-2023 bmerrihew@hallandcompany.com RLI INSURANCE COMPANY 13056 20853 AXIS US Insurance 37273ProteusConsulting7705NorthAvenue,Suite 100CLemonGroveCA91945 124361375 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X PSB0006793 1/18/2020 1/18/2021 4,000,000 A 2,000,000 X X PSB0006793 1/18/2020 1/18/2021 A XPSW00038121/18/2020 1/18/2021 1,000,000 1,000,000 1,000,000 B ProfessionalLiab;ClaimsMade AEA003716012019 1/4/2019 1/4/2021 Per ClaimAggregate $1,000,000$2,000,000 The certificate holder is an additional insured per the attached. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O.Box 4668 -ECM #35050NewYorkNY10163-4668 Policy Number:RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a.In the performance of your ongoing operations; b.In connection with premises owned by or rented to you; or c.In connection with “your work” and included within the “product-completed operations hazard”. 2.The insurance provided to the additional insured by this endorsement is limited as follows: a.This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b.This insurance does not apply to the rendering of or failure to render any "professional services". c.This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3.The following is added to SECTION III H.2. Other Insurance – COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II – LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a.The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4.The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us – COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II – LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0006793 ProteusConsulting ¤¤ 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No.Endorsement No. Premium Endorsement Effective Insured Countersigned by___________________________________________ WC 00 03 13 (Ed. 4-84) Any person or organization that you have agreed with in a written contract to provide this agreement. RLI Insurance Company PSW0003812 Proteus Consulting