Loading...
HomeMy WebLinkAbout23 - Professional Services Agreements - FIELD STUDIO LANDSCAPE ARCHITECTS, PLLC - Story Mill Community Park Splash Pad DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 V 9x �* f le PROFESSIONAL LANDSCAPE ARCHITECTURAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 24 day of January 9 20 23 ("Effective Date"), by and between the CITY OF BOZEMAN,MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as "City," and, FIELD STUDIO LANDSCAPE ARCHITECTS, PLLC, 722 North Rouse Ave, Bozeman, Montana, hereinafter referred to as "Field Studio" or"Landscape Architect."The City and Landscape Architect may be referred to individually as "Party" and collectively as "Parties." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to hire Landscape Architect as an independent contractor to perform for City services described in the Scope of Services attached as Exhibit A and by this reference made a part hereof, and as necessary to oversee the construction of the Story Mill Community Park Splash Pad in accordance with the Construction Documents attached as Exhibit B. 2. Effective Date: This Agreement is effective upon the Effective Date. The Parties will develop a project schedule and timeline that is consistent with the needs of the City and in accordance with the effective date and termination date set forth in this Agreement, or an amendment will be required. 3. Scope of Work and Contract Documents: Landscape Architect will perform the work and provide the services in accordance with the requirements of the Scope of Services, see Exhibit A, and Story Mill Community Park Splash Pad Contract Documents, see Exhibit B. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs. The"Story Mill Community Park Splash Pad Contract Documents"comprise of the following: i. Story Mill Park Splash Pad Construction Bid Set(dated Sept. 3, 2021); ii. Specification 131213 Exterior Fountain Story Mill (dated Sept. 2, 2021); and iii. W23547_StoryMill_4A,for reference only; not for construction (dated July 6, 2021). 4. Payment: City agrees to pay Landscape Architect the amount specified in the Scope of Services for services performed pursuant to the Scope of Services. The amount set forth in the Scope of Services is solely for Construction Administration, and does not include construction costs. Professional Services Agreement for Architectural Services Page 1 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 Any alteration or deviation from the described work that involves additional costs above the Agreement amount will be performed by Landscape Architect after written request by the City, and will become an additional charge over and above the contract amount. The parties must agree in writing upon any additional charges. Invoices shall be submitted electronically to the City's Representative identified in Section 16 according to the terms in the Scope of Services attached hereto. 5. Landscape Architect's Representations: To induce City to enter into this Agreement, Landscape Architect makes the following representations: a. Landscape Architect has familiarized itself with the nature and extent of this Agreement,the Scope of Services, Story Mill Community Park Splash Pad Construction Documents, and with all local conditions and federal, state and local laws, growth policies, adopted plans of the City, ordinances, rules, and regulations that in any manner may affect cost, progress or performance of the Scope of Services. Landscape Architect represents that it has reviewed all relevant drawings and designs, Story Mill Community Park Splash Pad Construction Documents,programs and reports available as of the date of this Agreement and necessary for the execution of this Agreement; b. Landscape Architect represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform the services in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party,whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty; C. Landscape Architect represents and warrants to City that is responsible for the professional quality, technical accuracy, and coordination of all concepts, programming, reports, designs, drawings, specifications, and all other design and Story Mill Community Park Splash Pad Construction Documents necessary to execute this Agreement; d. Landscape Architect agrees that its services will be performed as expeditiously as is consistent with professional skill and care, and in accordance with the agreed upon project schedule. Landscape Architect recognizes and agrees that time is of the essence for the performances of its services to this Agreement, and that construction will commence with the award of the construction contract and upon receiving the City's written notice to proceed. Landscape Architect understands that it is not authorized to commence work until it receives the City's written notice to proceed; Landscape Architect will be fully responsible for its delays or for failures to use its best efforts in accordance with the terms of this Agreement. However neither Party shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations due to reasons for which it is not responsible or circumstances beyond its control. However, notice of such an impediment or delay in performance must be timely given in writing, and all reasonable efforts undertaken to Professional Services Agreement for Architectural Services Page 2 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 mitigate its effects; e. Landscape Architect agrees that it will provide construction administration as set forth in the Scope of Services and Story Mill Community Park Splash Pad Construction Documents. Landscape Architect agrees to immediately inform the City whenever defects and deficiencies in the construction are observed, or when any observed actions or omissions are undertaken by any contractor or subcontractor which are not in the best interests of the City or the construction of the Story Mill Community Park Splash Pad; f. Landscape Architect agrees that it is responsible for the work performed, acts, and omission of all its employee, contractors, sub-contractors, and consultants used in the performance of this Agreement. Landscape Architect shall not substitute a contractor or sub-contractor consultant previously selected, as set forth in the Scope of Services,without the City's prior written consent. Landscape Architect must supervise and direct the work, using its best skill and attention, of all contractors, sub-contractors, and consultants. This supervision includes, but is not limited to, ensuring that all safety precautions and programs in connection with the performance of this Agreement are initiated and maintained for the duration of the Agreement; g. Landscape Architect's obligations and duties under this Agreement to inspect the contractor's work does not relieve any contractor, sub-contractor, and consultants from its obligations in accordance with the Scope of Services and the project design plans and Story Mill Community Park Splash Pad Construction Documents,and in compliance with all applicable laws and regulations. Landscape Architect represents that it owes a duty of inspection, as set forth in the Scope of Services, solely to the City; h. Except with the City's knowledge and consent, the Landscape Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise its professional judgment with respect to this Agreement; i. Landscape Architect shall not be responsible for a directive or substitution made by the City without the Landscape Architect's approval; j. The Parties understand that once services as described in the Scope of Services begins, additional professional services may be required. In such instance,Landscape Architect agrees to give the City written notice of such need no later than ten (10) working days prior to obtaining proposals for additional services for subcontracting. Such written notice will include an explanation of the facts and circumstances giving rise to the need for additional professional services. Landscape Architect must not proceed with providing additional professional services until it receives written authorization from the City. In instances when additional professional services are required and such services will increase the fixed fee as detailed in the Scope of Services, Landscape Architect agrees to give the City written notice of such need no later than fourteen(14)working days prior to obtaining proposals for additional services for subcontracting. Such written notice will include an explanation of the facts and circumstances giving rise to the need for additional professional services; and k. For the duration of this Agreement, Landscape Architect agrees to periodically update the City on the construction schedule and upon the City's request. Professional Services Agreement for Architectural Services Page 3 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 6. City's Representations: a. The City must provide prompt written notice to Landscape Architect if the City becomes aware of any fault or defect in the services or work related to the services provided as set forth in the Scope of Services, including but not limited to errors, omissions, or inconsistencies; b. The City must provide full information to Landscape Architect so that it can perform the services set forth in this Agreement and the Scope of Services, including but not limited to objectives and constraints,performance requirements, schedule needs,technical data in the City's possession, and any other relevant information the City deems is necessary for Landscape Architect to fulfill its obligations and duties under this Agreement; c. The City may, at its discretion, suspend, delay, or interrupt the Landscape Architect's work under this Agreement for the convenience of the City or for reasons beyond the control of the City or the Landscape Architect. If the City chooses to exercise its right to suspend, delay, or interrupt the Landscape Architect, it must do so, in writing, at least seven(7) days prior to the suspension, delay, or interruption; 7. Substantial Completion: Landscape Architect understands that substantial completion for all construction must occur thirty(30)days prior to the final completion of the project. "Substantial Completion" of this Agreement is when the construction is sufficiently complete, in accordance with the Story Mill Community Park Splash Pad Construction Documents,see Exhibit B. Only minor and incidental corrective work under punch list items and final construction cleaning may remain for final completion. Upon providing the City with notice of the project's substantial completion, the City must review any list ("punch list" as indicated in the Scope of Services) Landscape Architect provided. Upon review of Landscape Architect's punch list, City agrees to provide Landscape Architect with its own punch list and/or additional items to add to Landscape Architect's punch list. 8. Independent Contractor Status: The parties agree that Landscape Architect is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Landscape Architect is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Landscape Architect is not authorized to represent the City or otherwise bind the City in any dealings between Landscape Architect and any third parties. Landscape Architect shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Landscape Architect shall maintain workers' compensation coverage for all members and employees of Landscape Architect's business,except for those members who are exempted by law. Professional Services Agreement for Architectural Services Page 4 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 Landscape Architect shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. 9. Indemnity/Waiver of Claims/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Landscape Architect agrees to defend, indemnify, and hold the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) harmless against claims, demands, suits, damages, losses, and expenses connected therewith that may be asserted or claimed against, recovered from or suffered by the City by reason of any injury or loss, including but not limited to,personal injury, including bodily injury or death, property damage, occasioned by, growing out of, or in any way arising or resulting from any intentional or negligent act on the part of Landscape Architect or Landscape Architect's agents or employees. For the professional services rendered, to the fullest extent permitted by law, Landscape Architect agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the Landscape Architect or Landscape Architect's agents or employees. Landscape Architect also waives any and all claims and recourse against the City, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except "responsibility for [City's] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the City as indemnitee(s) which would otherwise exist as to such indemnitee(s). Landscape Architect's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should City be required to bring an action against the Landscape Architect to assert its right to defense or indemnification under this Agreement or under the Landscape Architect's applicable insurance policies required below the City shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Landscape Architect was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any portion(s) thereof. The obligations of this Section shall survive termination of this Agreement and the services performed hereunder. Professional Services Agreement for Architectural Services Page 5 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 In addition to and independent from the above, Landscape Architect shall secure insurance coverage acceptable to the City and furnish to the City an accompanying certificate of insurance issued by a company authorized to do business in the State of Montana in amounts not less than as follows: • Workers' Compensation - statutory • Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate • Commercial General Liability - $1,500,000 per occurrence; $4,000,000 annual aggregate • Automobile Liability- $1,000,000 property damage/bodily injury; $2,000,000 annual aggregate • Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate The City of Bozeman shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Landscape Architect commencing work. 10. Professional Service: Landscape Architect agrees that all services and work performed hereunder will be accomplished in a professional, skillful, and good manner and in accordance with the customs and standards of the industry with the highest degree of professional care. i. Safety of Persons and Property: As the construction administrator of this Agreement, Landscape Architect is responsible for and must take reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to: a. all employees; contractors, sub-contractors, and consultants performing work and services necessary to fulfill this Agreement; b. all materials, equipment, and temporary structures necessary for the performance of this Agreement that are under the care, custody, or control of its employees, contractors, sub-contractors, and consultants; ii. Tests and Inspections: Where Story Mill Community Park Splash Pad Construction Documents require that the work is inspected, tested, or approved to ensure conformance with all laws,regulations and safety standards, Landscape Architect must do so in order to reach substantial completion of the project, as described in paragraph 7 of this Agreement; and iii. Landscape Architect agrees to take reasonable precautions to avoid impacts to the normal operations and use of the Story Mill Community Park, including taking reasonable precautions for the safety of the public and the City. 11. Compliance with Laws: Landscape Architect agrees to comply with all federal, state and local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA. Professional Services Agreement for Architectural Services Page 6 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 12. Nondiscrimination and Equal Pay: The Landscape Architect agrees that all hiring by Landscape Architect of persons performing this Agreement shall be on the basis of merit and qualifications. The Landscape Architect will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws,regulations,and contracts. The Landscape Architect will not refuse employment to a person,bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age,physical or mental disability, marital status or sex distinction. The Landscape Architect shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. Landscape Architect represents it is,and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA(the Montana Equal Pay Act). Landscape Architect must report to the City any violations of the Montana Equal Pay Act that Landscape Architect has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. Landscape Architect shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 13. Default and Termination: If either Party fails to comply with any condition of this Agreement at the time or in the manner provided for, the other Party, at its option,may terminate this Agreement and be released from all obligations if the default is not cured within ten (10) days after written notice is provided to the defaulting Party. Said notice shall set forth the items to be cured. Additionally, the non-defaulting Party may bring suit for damages, specific performance, and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of one remedy does not preclude use of the others. Notices shall be provided in writing and hand-delivered or mailed to the Parties at the addresses set forth in the first paragraph of this Agreement. 14. Modification and Assignability: This document contains the entire Agreement between the parties and no statements, promises or inducements made by either party or agents of either party, which are not contained in this written Agreement, may be considered valid or binding. This Agreement may not be enlarged,modified or altered except by written agreement signed by both parties hereto. The Landscape Architect may not subcontract or assign Landscape Architect's rights, including the right to compensation or duties arising hereunder, without the prior written consent of the City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. The Parties agree that any pre-existing contract Landscape Architect entered into with the Trust for Public Lands for the design of the Story Mill Community Park Splash Pad, and all of the rights and obligations associated with that contract, do not transfer to and will not be assigned to the City without the City's written consent. This non-assignment and non-transfer of rights and Professional Services Agreement for Architectural Services Page 7 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 obligations does not include any and all warranties Landscape Architect provided for the design of the Story Mill Community Park Splash Pad. 15. Ownership and Publication of Materials: The City is the sole owner of the plans, designs, drawings, specifications, construction documents, and any and all other images or displays, related to the Story Mill Community Park Splash Pad. All reports, information, data, and other materials prepared by the Landscape Architect pursuant to this Agreement, except those separately identified in the Scope of Services or in other written agreements between the parties, are jointly owned by the Parties. The City has authority to release, publish or otherwise use, in whole or part, reports, information, data and other materials prepared by Landscape Architect pursuant to this Agreement, except those separately identified in the Scope of Services or in other written agreements between the parties. Any re-use without written verification or adaptation by the Landscape Architect for the specific purpose intended will be at the City's sole risk and without liability or legal exposure to the Landscape Architect. No material produced in whole or in part under this Agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the City. 16. Representatives and Notices: a. City's Representative: The City's Representative for the purpose of this Agreement shall be Addi Jadin, Park Planning and Development Manager or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall be issued only by such Representative;provided,however,that in exigent circumstances when City's Representative is not available, Landscape Architect may direct its communication or submission to other designated City personnel or agents as designated by the City in writing and may receive approvals or authorization from such persons. b. Landscape Architect's Representative: The Landscape Architect's Representative for the purpose of this Agreement shall be Charlie Kees, Principal, or such other individual as Landscape Architect shall designate in writing. Whenever direction to or communication with Landscape Architect is required by this Agreement, such direction or communication shall be directed to Landscape Architect's Representative;provided,however, that in exigent circumstances when Landscape Architect's Representative is not available, City may direct its direction or communication to other designated Landscape Architect personnel or agents. C. Notices: All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given Professional Services Agreement for Architectural Services Page 8 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 when delivered,if delivered by courier to Party's address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party's Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 17. Applicability: This Agreement and any extensions hereof shall be governed and construed in accordance with the laws of the State of Montana. 18. Reports/Accountability/Public Information: Landscape Architect agrees to maintain full and accurate records of all costs incurred and items billed in connection with its performance of its duties and obligations under this Agreement. Landscape Architect further agrees to require that all sub-contractors under this Agreement must maintain full and accurate records of all costs incurred and items billed in connection with its performance of its sub-contractor duties and obligations. Landscape Architect agrees to develop and/or provide documentation as requested by the City demonstrating Landscape Architect's compliance with the requirements of this Agreement. Landscape Architect shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Landscape Architect pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Landscape Architect shall not issue any statements,releases or information for public dissemination without prior approval of the City. 19. Non-Waiver: A waiver by either Party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other Party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 20. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 21. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 22. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. Professional Services Agreement for Architectural Services Page 9 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 b. If the parties are unable to resolve the dispute within thirty(30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 23. Survival: Contractor's indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 24. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 25. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 26. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 27. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 28. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 29. Attorney's Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable atorney's fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney's Office staff. 30. Consent to Electronic Signatures: The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. 31. Extensions: This Agreement may,upon mutual agreement,be extended for a period of one year by written agreement of the Parties. In no case, however, may this Agreement run longer than two years. Professional Services Agreement for Architectural Services Page 10 of 11 DocuSign Envelope ID: B789B105-88A9-4D22-9745-5555CE515B41 **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written or as recorded in an electronic signature. CITY OF BOZEMAN, MONTANA FIELD STUDIO LANDSCAPE ARCHITECTS DocuSigned by: DocuSigned by: Signed by: D ocuSigned By a �., By Jeff Mihelich, City Manager Charlie Kees, Principal APPROVED AS TO FORM: By rDocuSigned by: I SA"O' Greg Sullivan, Bozeman City Attorney Professional Services Agreement for Architectural Services Page 11 of 11 DocuSign Envelope ID:B789B105-88A9-4D22-9745-5555CE515B41 F I E L D S T U D 1 0 L A N D S C A P E A R C H I T E C T S December 16,2022—revised December 16,2022 Addi Jadin City of Bozeman Parks and Recreation Department Story Mill Community Center 600 Bridger Drive Bozeman, MT 59715 Via email:aiadin@bozeman.net RE: Story Mill Community Park Splash Pad I Landscape Architectural Services-Construction Administration Proposal Dear Addi, Thank you for the opportunity to submit this scope of services for Landscape Construction Administration Services for the Story Mill Community Park Splash Pad. The following letter of agreement outlines Field Studio Landscape Architect, PLLC. (FSLA)and Water Design, Inc(WDI)'s proposed scope of services,terms, and rates. SCOPE OF SERVICES: Based on our current understanding of the project, we have broken our scope into the following Task:Task 1—Construction Administration(CA). Below is a summary of the design services offered during this phase of the project. Task 1—Construction Administration (CA) In this phase of work, Field Studio and sub-contractor,Water Design,Inc.,will provide Construction Administration Services. These Fixed Fee services shall be provided as outlined below. Services within this phase of work to include: Field Studio Landscape Architects: • Updated Cost Estimate • Review and response to bidder questions • (1)round of drawing revisions based on permit/bid review • Weekly OAC teleconference meetings(up to 12 virtual meetings) • Time(up to 8 hrs.)of miscellaneous coordination items during construction. • Review and approval of reasonable change order requests for the project. • Review of submittals, material samples,Architects Supplemental Information(ASI's), Request for Information(RFI's). • Site visits:FSLA will attend up to four(4)site visits including travel to and from the site,pending construction activity, and follow-up with a written report for each visit. • Conduct a final punch list inspection of the contractor's work and coordinate punch list inspections for our sub-consultants. (406) 551-2098 1 722 N ROUSE AVE I BOZEMAN, MT 59715 1 FIELDSTUDIOLA.COM DocuSign Envelope ID:B789B105-88A9-4D22-9745-5555CE515B41 Water Design Inc.: • Updated Cost Estimate. • Weekly OAC teleconference meetings(up to 12 virtual meetings). • (1)round of drawing revisions based on permit/bid review. • Review and response to bidder questions. • Splash pad contractor bid review. • Review submittals throughout construction. • Review contractor's queries(BFI's). • Time(up to 8 hrs.)for Miscellaneous coordination items during construction. • Two(2)site visits during construction to either attend construction related meetings and/or to provide construction observation visits to observe work(and provide field reports). Includes designer's time and travel expenses,plus field report. ADDITIONAL SERVICES Additional work outside the design scope defined above will be billed separately according to the standard hourly rates schedule outlined in the 2023 FSLA Terms and Rates section of this proposal. Field Studio will notify you for your approval prior to commencing any additional services. If additional professional services are required,we will obtain proposals for these services for your approval, prior to subcontracting. Fees for additional professional services are not included in this proposal. Consult the following list of exclusions. EXCLUSIONS All other improvements on the property beyond those described above are not included as a part of this proposal letter. • Facilitating or managing Bid Process. • Permitting. • Design Changes—If significant design changes occur after the 1 round of drawing revisions based on permit/bid review, additional services will be requested. • Addenda to the CD set. • Civil Engineering. • Additional meetings/site visits beyond what is noted above. • Additional submittals beyond what is outlined above, including a re-submittal to the City of Bozeman for review or permitting. • Value Engineering(VE)Design and Documentation revisions • Record/As-Built Drawings. • Commissioning. TERMS For the Design Services outlined above, we propose to bill monthly against a Fixed Fee. The design team will not exceed the Fixed Fee without prior approval. • Task 1—Construction Administration(CA) $17,790.00 NTE In addition to hourly professional fees,clients will be billed at cost as outlined in the attached 2023 FSLA Terms and Rates sheet under "Reimbursable Expenses" for normal expenses incurred in carrying out the work, such as reprographics, photography, travel, and out-of-pocket expenses. Special requests such as presentation graphics, finish models, attendance at public hearings, etc. will be estimated for specific approval by the client prior to incurring such additional expenses. FIELDSTUDIO LA.COM DocuSign Envelope ID:B789B105-88A9-4D22-9745-5555CE515B41 PROJECT ASSUMPTIONS All other improvements on the property beyond those described above are not included as a part of this proposal letter. We have attempted to outline our scope to the best of our ability given our understanding of the project to date. If there are any questions, please contact us and we can discuss them further, and annotate or otherwise adjust this document. If the proposed terms are acceptable to you, please sign this proposal and the attached term/rate sheet and return a copy to our office.We look forward to speaking with you soon. Respectfully Field Studio, AL Charlie Kees X Principal Landscape Architect Acceptance: Addi Jadin City of Bozeman Representative Enclosures:2023 FSLA Terms and Rates FIELDSTUDIOLA.COM DocuSign Envelope ID:B789B105-88A9-4D22-9745-5555CE515B41 2023 FSLA TERMS&RATES FSLA RATES FOR 2023 Standard Hourly Rates: Principal $200.00 Senior Associate $165.00 Project Manager/Studio Manager $130.00 Senior Designer $110.00 Designer $95.00 Design Intern $85.00 Administrative Assistant/Graphic Designer $80.00 REIMBURSABLE EXPENSES Reimbursable expenses are not included in the fees for Design Services,and include: Mileage 62.5 cents per mile In-House 8.5x11"copies/prints $0.12-$0.75 per copy(BW/Color) In-House 12x18"copies/prints $.30-$1.50 per copy(BW/Color) In-House Plots(Large Format Plots) $1.20-$2.40 per square foot(BW/Color) Drone Scans $85 per aerial scan GPS Survey $250 per day Postage& Deliveries Travel—May include but is not limited to cost of hotels, airfare, and transportation. All outside reimbursable expenses such as printing,copying, postage and deliveries are billed at our direct costs. All sub-consultants will be billed at our direct cost plus 10%administrative charge. PAYMENTS&FINANCE CHARGE For the design services outlined above, we propose to bill against a fixed fee of $17,790.00. Monthly billing is reflective of time and expenses as specified on the above Standard Hourly Rates. An itemized statement shall be sent monthly,and payment is due within 30 days of receipt. RIGHT TO STOP WORK Field Studio Landscape Architects (FSLA) reserves the right to suspend services without notice in the event full payment for invoices are not received within thirty (30) days. FSLA will not be responsible for any damages that may result from the suspension of such services. TERMINATION FOR CONVENIENCE Either party shall have the right to terminate this agreement upon thirty(30) days written notice to the other and delivered by email or overnight mail. Upon receipt of termination notice, we shall immediately discontinue the performance of any services except as shall be necessary to affect an orderly, efficient, effective, and expeditious FIELDSTUDIOLA.COM DocuSign Envelope ID:B789B105-88A9-4D22-9745-5555CE515B41 termination of the party's respective activities hereunder.Upon any such termination by you,you shall be obligated to pay only fees earned and expenses incurred through the date of the notice of termination. INSURANCE Throughout the term of this Agreement,Field Studio Landscape Architects,PLLC will maintain at least the following minimum amounts of insurance: • Workers'compensation statutory minimums • Commercial General Liability$2 million dollars per occurrence and$4 million dollars General Aggregate • Automobile liability for all hired and non-owned automobiles with$1,000,000 combined single limit. A certificate of insurance evidencing the above can be presented to the client if requested prior to the commencement of any services hereunder and will be maintained throughout the duration of the project. Signature and date: FIELDSTUDIOLA.COM