Proactive Policies or Pitfalls: Managing the Policy Manual for Project and Professional Success

1. Proactive Policies or Pitfalls: Managing the Policy Manual for Project and Professional Success Presentation will begin: 10:00 AM Pacific May 14, 2019

2. Proactive Policies or Pitfalls:  Managing the Policy Manual for Project and Professional Success David Ericksen May 14, 2019

3. CONTINUING EDUCATION UNITS Hall & Company is a Registered Provider with the American Institute of Architects Continuing Education Systems. Credit earned based on the completion of this program will be reported to AIA/CES for AIA Members. Please send your AIA member number to LLedbetter@HallAndCompany.com after the presentation for reporting. Today’s course is registered with AIA CESfor continuing professional education. As such, it does not include content that may be deemed or construed to be an approval or endorsement by the AIA of any material of construction or any method or manner of handling, using, distributing, or dealing in any material or product. Questions related to specific materials, methods, and services can be addressed at the conclusion of this presentation.

4. David A. EricksenAttorneyOne Embarcadero Center, Suite 2600San Francisco, CA 94111Main: (415) 398-3344   Direct: (415) 677-5637 dae@severson.comwww.severson.com

5. Learning Objectives • Understand the interplay of technology and intellectual capital. • Identify the opportunities in both employment “terms” and policy manuals. • Build core principles to preserve the intellectual work product and business information. • Use the policy manual as a vehicle to establish consistent professional practices in work product and communication. 

6. Agenda Business Authority. Performance Standards & Procedures. Ownership and control of protected business information and work product. Internal and external communication standards. Record Keeping. “Competition” & Moonlighting.

7. AIA Major ComponentsHuman Resource Management Recruitment & Selection Onboarding Performance Management Legal Compliance Employee Relations Rewards & Recognitions Training & Professional Development Leadership Development Retention Programs

8. AIAEmployee Handbook Sections - Equal Employment Opportunity - Employment Status - Employee Policies - Scheduling - Standards of Conduct - Performance Management • Compensation • Employee Benefits • Workplace Policies • Company Expenses • Communication • Workplace Environment • Acknowledgment

9. Ostensible Authority “Ostensible authority is such as a principal, intentionally or by want of ordinary care, causes or allows a third person to believe the agent to possess.” - California Civil Code 2317

10. Relevant Business Authority Contract Project With client. With vendor. Stamp/seal. Bind firm/client. Direct changes.

11. Contract Authority Options Silence is not preferred – “want of ordinary care”. By “title” of signer. By approval (written) of principal or secondary approval. By dollar amount (singular or cumulative). By subject matter. By duration.

12. Exemplar on Contracting Authority Any contract or contract modification over $10,000 which does not limit the potential liability to $10,000 or less shall require the advance written approval or signature of ________. Any contract or contract modification with a value of over $100,000 or a duration of more than a year shall require the advance written approval or signature of two of the following:

13. Project Authority Consistent with and reinforced by QA/QC procedures. Stamping & sealing consistent with licensing standards for “responsible charge”. Contract or General Conditions establishing procedures for “official” communication and direction.

14. Project Authority Controls Contractor shall rely on directions or information received from Architect only if received in a written form signed by Architect’s Project Manager or in electronic form from Architect’s Project Manager and specifically referencing this section.

15. Performance Standards & Procedures Standards Procedures Software & Technology Codes & Regulations Contracts Communications Stamping/Sealing Standard Modification Milestones & Related Actions Record Keeping

16. Software & Technology All design shall be performed on Firm owned equipment and using Firm software. Except as directed or authorized by the Principal-In-Charge, all design shall performed using the following program(s): For each of the foregoing, the design shall proceed with the default settings except as set forth below or directed or authorized by the Principal-In- Charge and communicated to the Project team as a whole:

17. Codes & Regulations The Codes, regulations, and standards applicable to the Project shall be as set forth in the Agreement and as confirmed with applicable authorities. At the outset of the Project and at any additional milestone as determined by the Principal-In-Charge, the applicable Codes, regulations, and standards shall be evaluated for any changes or anticipated changes with the Principal-In-Charge and Project Manager to communicate as to any related impacts to the Client.

18. Standard & Procedure Implementation Onboarding Regular Reinforcement Policy Manual Experience Confirmation & Validation Training Acknowledgment Regular/Frequent “Mandatory” “All” Reinforcement Distribution Acknowledgment

19. Design Rights & Ownership Incoming Outgoing Content Attribution Content Attribution

20. I.P. Policy StatementOwnership All design content existing within the Firm or its systems as of the time of employment or created by any employee or agent of Firm during the time of such employment shall be and remain the sole and exclusive property of Firm in its own right or as a work for hire.

21. I.P. Policy StatementControl Employee shall not take or convert any such design content including, but not limited to plans, specifications, details, calculations, investigations, and reports, for any purpose not directly related to the business of the Firm.

22. I.P. Policy StatementDeparture At the time of Employee’s departure from Firm, employee and Firm shall meet in good faith to reach agreement for Employee’s professional credit for projects and work while at Firm as well as any right to take, use, or access any of the Firm’s design content, business records or other written information. The decision as to the right of access to and use of any written information shall be at Firm’s sole discretion.

23. I.P. Process & PolicyOnboarding Verify rights and ownership. Verify system compatibility. Create/preserve record copy separate from system. Require employee acknowledgement.

24. I.P. Process & PolicyOnboarding Acknowledgment Employee hereby affirms and verifies that he/she has all ownership rights for use of any and all information, documentation, content, and software from past projects and work which he/she has, is, or will introduce into work with Firm. Employee shall indemnify, hold harmless, and defend Firm against any claim that Employee lacks necessary rights of use and ownership. Employee further affirms and verifies that any representation as to past work and Employee’s role in is and will be accurate and complete.

25. Business Information Policy Statement Firm has a material and protected proprietary interest in its business information including, but not limited to, finances, wages, salaries, contracts, rates, client lists, programming, and internal procedures. Employee shall treat all such information not known to the general public as confidential and shall not use or disclose such information for any purpose whatsoever not part of Firm’s business, either during employment with Firm or thereafter.

26. Records & CommunicationWhere & How Electronic Hard Copy Accessible? Current? Organized? Searchable? Efficient? Accessible to all? Comprehensible? Searchable? Verifiable/Reliable? Secured?

27. Records & Communication What • Drafts • No to internal • Except maybe contracts • Yes to external • Confirmations/Verifications • Impact Standards for E-mail • More than just a meeting confirmation . . .

28. E-Mail Protocols • Appropriate Subject Lines with Criteria • Project and Content/Purpose • Intentional Recipients • Limited use of “reply all” • Avoid Serial Strings • The rules of three or five before a “restated issue” • Footer

29. Footers/Disclaimers: “This message is intended solely for the recipient identified above and should not be opened, read, or utilized by any other party. This message shall not be construed as official project information or direction except as expressly provided in the contract documents.” E-Mail as Project Communication

30. Shop Drawings/Submittals Requests for Information Substitutions Site Observations Transmittals Templates The Routine The Challenges Telephone Calls Site Safety Value Engineering Non-conforming Conditions Additional Services

31. Centralized Filing of All “Official” Records: - No “personal” files - All originals in centralized system - All copies discarded periodically (milestones/approvals) throughout project - Standardized procedures for project closeout and archiving Filing Systems

32. Project closeout cannot be neglected. Be prompt, systematic, and efficient. Written Retention Policy Statute of Limitations + a year Continued Retention in Perpetuity Record Drawings Contract Final Invoice Archiving

33. Moonlighting Disavow Disclaimer of Responsibility Defend, indemnify, hold harmless Non-use of firm assets/materials/tools

34. Moonlighting Disclaimer Firm shall be responsible only for Employee’s professional actions taken under a Firm approved project and contract. Firm shall have no responsibility for any other outside activity of Employee. Employee shall not use any firm assets, materials, or equipment for outside activities except as expressly authorized by Firm in writing. Employee shall indemnify, hold harmless, and defend Firm against any claim to the extent based on Employee’s outside activities.

35. CompetitionCategories for Protection Consideration Clients Projects Regions Sectors Durations Human Assets Reality: Anti-competition laws vary widely by state. The more narrowly tailored, the more likely to succeed.

36. Questions/AnswersThank You! David A. Ericksen Severson & Werson dae@severson.com (415) 677-5637 www.severson.com

37. Thank You For Attending! Questions? Help with Certificate of Completion? Laura Ledbetter: LLebetter@HallAndCompany.com