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Professional Services Agreement for Willson School Accessible Playground Project Landscape Architectural Designs Page 1 of 14
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 15th day of September, 2026 (“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, Design 5 Landscape Architecture, hereinafter referred to as
“Contractor.” City and Contractor 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 to this Agreement agree as follows:
1. Purpose: City agrees to enter this Agreement with Contractor to perform for City
services described in the Scope of Services attached hereto as Exhibit A and by this reference made
a part hereof.
2. Term/Effective Date: This Agreement is effective upon the Effective Date and will
expire on the 31st Day of December, 2027, unless earlier terminated in accordance with this
Agreement.
3. Scope of Services: Contractor will perform the work and provide the services in
accordance with the requirements of the Scope of Services. For conflicts between this Agreement and
the Scope of Services, unless specifically provided otherwise, the Agreement governs.
4. Payment: City agrees to pay Contractor for time and materials and not to exceed
$32,800 as outlined in Exhibit A. Any alteration or deviation from the described services that
involves additional costs above the Agreement amount will be performed by Contractor after written
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request by City and will become an additional charge over and above the amount listed in the Scope
of Services. City must agree in writing upon any additional charges.
5. Contractor’s Representations: To induce City to enter into this Agreement,
Contractor represents and warrants:
a. Contractor has familiarized itself with the nature and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state, and local laws, ordinances, rules,
and regulations that in any manner may affect cost, progress, or performance of the Scope of Services.
b. Contractor has the experience and ability to perform the services required by this
Agreement.
c. Contractor will perform the services in a professional, competent, and timely manner
and with diligence and skill.
d. Contractor has the power to enter into and perform this Agreement.
e. Contractor’s performance of this Agreement must 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.
Contractor agrees City will not determine or exercise control as to general procedures or
formats necessary to have these services meet this warranty.
6. Independent Contractor Status: The Parties agree that Contractor is an independent
contractor for purposes of this Agreement and is not to be considered an employee of City for any
purpose. Contractor is not subject to the terms and provisions of City’s personnel policies handbook
and is not considered a City employee for workers’ compensation or any other purpose. Contractor
is not authorized to represent City or otherwise bind City in any dealings between Contractor and any
third Parties.
Contractor must 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. Contractor must maintain workers’ compensation coverage for
all members and employees of Contractor’s business, except for those members who are exempted
by law.
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Contractor must furnish 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.
7. Labor Relations: If any labor problems or disputes arise during this Agreement,
which cause any services to cease for any period of time, Contractor agrees to take immediate steps
in its discretion, at its own expense and without expectation of reimbursement from City, to alleviate
or resolve all such labor problems or disputes. Contractor bears all costs of any related legal action.
Contractor must provide immediate relief to City so as to permit the services to continue at no
additional cost to City. Contractor acknowledges and agrees that City will not be a Party to any labor
disputes between Contractor and any subcontractors or third Parties.
8. Indemnity: For other than professional services rendered, to the fullest extent
permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its
agents, representatives, employees, and officers (collectively referred to for purposes of this Section
as the City) from and against any and all claims, demands, actions, fees and costs (including attorney’s
fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including
liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature
connected therewith and without limit and without regard to the cause or causes thereof or the
negligence of any Party or Parties that may be asserted against, recovered from or suffered by the
City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the
negligent, reckless, or intentional misconduct of Contractor; or (ii) any negligent, reckless, or
intentional misconduct of any of Contractor’s agents.
For the professional services rendered, to the fullest extent permitted by law, Contractor
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 Contractor or Contractor’s agents or employees.
For any labor problems or disputes or any delays or stoppages of work associated with such
problems or disputes. Contractor must indemnify, defend, and hold the City harmless from any and
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all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or
occurring.
Contractor’s obligations in this Section must 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).
Contractor’s indemnity under this Section must be without regard to and without any right to
contribution from any insurance maintained by City.
Should the City be required to bring an action against Contractor to assert its right to defense
or indemnification under this Agreement or under Contractor’s applicable insurance policies required
below, the City must 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 Contractor
was obligated to defend the claim(s) or was obligated to indemnify the City for a claim(s) or any
portion(s) thereof.
In the event of an action filed against the City resulting from the City’s performance under
this Agreement, the City may elect to represent itself and incur all costs and expenses of suit.
These obligations must survive termination of this Agreement and the services performed
hereunder.
9. Insurance: In addition to and independent from Contractor’s indemnity obligations
under Section 9, Contractor must, at Contractor’s expense, secure insurance coverage through an
insurance company or companies duly licensed and authorized to conduct insurance business in
Montana which insures the liabilities and obligations specifically assumed by Contractor in this
Section. The insurance coverage must not contain any exclusion for liabilities specifically assumed
by Contractor in Section 9.
The insurance must be occurrence-based, and cover and apply to all claims, demands, suits,
damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered
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by City without limit and without regard to the cause. Contractor must furnish to City an
accompanying certificate of insurance and accompanying endorsements in amounts not less than as
follows:
• Workers’ Compensation – statutory;
• Employers’ Liability - $1,000,000 per claim; $2,000,000 per occurrence;
• Commercial General Liability - $1,000,000 per claim; $2,000,000 per occurrence;
• Automobile Liability - $1,000,000 per property damage claim and $1,000,000 per
bodily injury claim; $2,000,000 per accident; and
• Professional Liability - $1,000,000 per claim; $2,000,000 per occurrence.
The above amounts must be exclusive of defense costs. City must be endorsed as an additional
insured on a primary non-contributory basis on the Commercial General, Employer’s Liability, and
Automobile Liability policies. The insurance and required endorsements must be approved by City
and must include no less than a thirty (30) day notice of cancellation or non-renewal. Contractor must
notify City within two (2) business days of Contractor’s receipt of notice that any required insurance
coverage will be terminated or Contractor’s decision to terminate any required insurance coverage
for any reason.
City must approve all insurance coverage and endorsements prior to Contractor
commencing work. Alternative: Contractor must provide City a certificate of insurance prior
to commencing work. City must approve the limits shown on the certificate prior to
commencing work. City’s approval of the limits does not relieve Contractor of Contractor’s
obligation to ensure the insurance meets the requirements.
10. Waiver of Claims: Contractor also waives any and all claims and recourse against
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.
11. Termination for Contractor’s Fault:
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a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to
perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions
of this Agreement, City may, by written notice, terminate this Agreement and Contractor’s right to
proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). City may
then take over the work and complete it, either with its own resources or by re-letting the contract to
any other third Party.
b. In the event of a termination pursuant to this Section 9, Contractor must be entitled to
payment only for those services Contractor actually rendered.
c. Any termination provided for by this Section 11 must be in addition to any other
remedies to which City may be entitled under the law or at equity.
d. In the event of termination under this Section 11, Contractor must, under no
circumstances, be entitled to claim or recover consequential, special, punitive, lost business
opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages
of any nature arising, or claimed to have arisen, as a result of the termination.
12. Termination for City’s Convenience:
a. Should conditions arise which, in the sole opinion and discretion of City, make it
advisable to City to cease performance under this Agreement, City may terminate this Agreement by
written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination must
be effective in the manner specified in the Notice of Termination for City’s Convenience and must
be without prejudice to any claims that City may otherwise have against Contractor.
b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise
directed in the Notice, Contractor must immediately cease performance under this Agreement and
make every reasonable effort to refrain from continuing work, incurring additional expenses or costs
under this Agreement and must immediately cancel all existing orders or contracts upon terms
satisfactory to City. Contractor must do only such work as may be necessary to preserve, protect, and
maintain work already completed or immediately in progress.
c. In the event of a termination pursuant to this Section 12, Contractor is entitled to
payment only for those services Contractor actually rendered on or before the receipt of the Notice of
Termination for City’s Convenience.
d. The compensation described in Section 9(c) is the sole compensation due to Contractor
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for its performance of this Agreement. Contractor must, under no circumstances, be entitled to claim
or recover consequential, special, punitive, lost business opportunity, lost productivity, field office
overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have
arisen, as a result of the termination.
13. Intellectual Property and Ownership of Work Product:
a. Title and Ownership Rights. City retains title to and all ownership rights in all Work
Product. “Work Product” includes all materials, tangible or not, created in whatever medium
pursuant to this Agreement, including but not limited to publications, promotional or educational
materials, reports, manuals, specifications, drawings and sketches, computer programs, software
and databases, schematics, marks, logos, graphic designs, notes, data and content, including but not
limited to multimedia or images (graphics, audio, and video), matters and any combinations of, and
all forms of intellectual property.
b. Ownership of Work Product. Contractor must execute any documents or take
any other actions as may reasonably be necessary, or as City may reasonably request, to
perfect City’s ownership of any Work Product. Contractor must, at no cost to City, deliver to City,
upon City request during the term of this Agreement or at its expiration or termination, a current
copy of all Work Product in the form and on the media in use as of the date of City’s request, or
such expiration or termination.
c. Return of Physical Property. Upon expiration or termination of this Agreement,
Contractor agrees to return to City all City property, including but not limited to any and all
physical items such as documentation, records, and equipment, which is in Contractor’s possession
or under Contractor’s control. Contractor must submit to City a detailed account of all of City’s
property in its possession or under Contractor’s control. Contractor must return City’s property in a
method acceptable to City within ten (10) working days. Unless otherwise mutually agreed upon by
the Parties, at no time must any of City’s property be retained by Contractor upon expiration or
termination of this Agreement.
d. Return of Data. Upon expiration or termination of this Agreement, Contractor agrees
to return to City all City data. Contractor must submit to City a detailed account of all of City’s data
in its possession or under Contractor’s control. Contractor must return City’s data in a format
acceptable to City within ten (10) working days. At no time must any data or processes that either
belong to or are intended for use of City or its officers, agents, or employees, be copied, disclosed,
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or retained by Contractor upon expiration or termination of this Agreement.
f. Destruction of Data. If requested by City, Contractor agrees to destroy all of City’s
data in its possession. When requested by City to destroy City’s data, Contractor agrees to
permanently delete the data and ensure that it is not recoverable, in accordance with National
Institute of Standards and Technology (NIST) SP 800-88 “Media Sanitation Guidelines.”
g. Certification. In all cases, Contractor will certify that all of City’s information
processed during the performance of the services will be completely purged from all physical and
electronic data storage with no output to be retained by Contractor at the time the work is
completed, the Agreement is terminated, or upon written request of City.
14. Limitation on Contractor’s Damages; Time for Asserting Claim:
a. In the event of a claim for damages by Contractor under this Agreement, Contractor’s
damages must be limited to contract damages and Contractor hereby expressly waives any right to
claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field
office overhead, general conditions costs, or lost profits damages of any nature or kind.
b. In the event Contractor wants to assert a claim for damages of any kind or nature,
Contractor must provide City with written notice of its claim, the facts and circumstances surrounding
and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30)
days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide
such notice, Contractor must waive all rights to assert such claim.
15. Representatives and Notices:
a. City’s Representative: City’s Representative for the purpose of this Agreement must
be Ellie Staley of the Downtown Bozeman Partnership or such other individual as City must designate
in writing. Whenever approval or authorization from or communication or submission to City is
required by this Agreement, such communication or submission must be directed to City’s
Representative and approvals or authorizations must be issued only by such Representative; provided,
however, that in exigent circumstances when City’s Representative is not available, Contractor may
direct its communication or submission to other designated City personnel or agents as designated by
City in writing and may receive approvals or authorization from such persons.
b. Contractor’s Representative: Contractor’s Representative for the purpose of this
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Agreement must be _____________________ or such other individual as Contractor must designate
in writing. Whenever direction to or communication with Contractor is required by this Agreement,
such direction or communication must be directed to Contractor’s Representative; provided, however,
that in exigent circumstances when Contractor’s Representative is not available, City may direct its
direction or communication to other designated Contractor personnel or agents.
c. Notices: All notices required by this Agreement must be in writing and must be
provided to the Representatives named in this Section. Notices must be deemed given 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.
16. Permits: Contractor must provide all notices, comply with all applicable laws,
ordinances, rules, and regulations, obtain all necessary permits, licenses, including a City of Bozeman
business license, and inspections from applicable governmental authorities, and pay all fees and
charges in connection therewith.
17. Laws and Regulations: Contractor must comply fully with all applicable state and
federal laws, regulations, and municipal ordinances including, but not limited to, all workers’
compensation laws, all environmental laws including, but not limited to, the generation and disposal
of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and
provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and
State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination,
affirmative action, and utilization of minority and small business statutes and regulations.
18. Generative Artificial Intelligence (AI): Contractor must inform the City’s
representative of its intention to utilized Generative AI to fulfill the deliverables or services detailed
in the Scope of Services. City’s representative may, in their discretion, permit or deny Contractor’s
use of Generative AI. If Contractor is permitted to use Generative AI, Contractor agrees to review
any work created by Generative AI for accuracy, bias, and copyright infringement. Contractor agrees
it will never submit any confidential or personal identifiable information acquired through this
Agreement into a Generative AI system. For the purposes of this section, Generative AI is defined as
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a deep learning model that can generate high quality content such as stories or writings, images, voice
replication and music.
19. Nondiscrimination and Equal Pay: Contractor agrees that all hiring by Contractor
of persons performing this Agreement must be on the basis of merit and qualifications. Contractor
must have a policy to provide equal employment opportunity in accordance with all applicable state
and federal anti-discrimination laws, regulations, and contracts. Contractor cannot 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. Contractor is subject to and must
comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and
all regulations promulgated thereunder.
Contractor 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).
Contractor must report to City any violations of the Montana Equal Pay Act that Contractor has been
found guilty of within 60 days of such finding for violations occurring during the term of this
Agreement.
Contractor must require these nondiscrimination terms of its subcontractors providing services
under this Agreement.
20. Intoxicants; DOT Drug and Alcohol Regulations/Safety and Training: Contractor
must not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs,
by any employee or agent engaged in services to City under this Agreement while on City property
or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of
and must comply with its responsibilities and obligations under the U.S. Department of
Transportation (DOT) regulations governing anti-drug and alcohol misuse prevention plans and
related testing. City must have the right to request proof of such compliance and Contractor must be
obligated to furnish such proof.
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Contractor must be responsible for instructing and training Contractor's employees and agents
in proper and specified work methods and procedures. Contractor must provide continuous inspection
and supervision of the work performed. Contractor is responsible for instructing its employees and
agents in safe work practices.
21. Modification and Assignability: This Agreement may not be enlarged, modified or
altered except by written agreement signed by both Parties. Contractor may not subcontract or assign
Contractor’s rights, including the right to compensation or duties arising hereunder, without the prior
written consent of City. Any subcontractor or assignee will be bound by all of the terms and
conditions of this Agreement.
22. Reports/Accountability/Public Information: Contractor agrees to develop and/or
provide documentation as requested by City demonstrating Contractor’s compliance with the
requirements of this Agreement. Contractor must allow City, its auditors, and other persons
authorized by City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Contractor pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law.
Contractor cannot issue any statements, releases or information for public dissemination without prior
approval of City.
23. 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.
24. 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
in this Agreement, the prevailing Party or the Party giving notice is entitled to reasonable attorney's
fees and costs, including fees, salary, and costs of in-house counsel including the City Attorney’s
Office staff.
25. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all
appropriate employee withholdings.
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26. Dispute Resolution:
a. Any claim, controversy, or dispute between the Parties, their agents, employees, or
representatives must be resolved first by negotiation between senior-level personnel from each Party
duly authorized to negotiate settlement agreements. Upon mutual agreement of the Parties, the Parties
may invite an independent, disinterested mediator to assist in the negotiated settlement discussions.
The Parties must attempt to resolve by negotiation within 90 days after the claim, controversy, or
dispute has arisen.
b. If the Parties are unable to resolve the dispute pursuant to subsection (a), then such
dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable
Law provisions of this Agreement. In such a case, all court actions must be commenced within 1 year
after the settlement procedure in subsection (a) has been exhausted.
27. Survival: Contractor’s indemnification must survive the termination or expiration of
this Agreement for the maximum period allowed under applicable law.
28. Headings: The headings used in this Agreement are for convenience only and are not
to be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs
to which they refer.
29. Severability: If any portion of this Agreement is held to be void or unenforceable, all
other provisions of this Agreement must remain in effect.
30. Applicable Law: The Parties agree that this Agreement is governed by the laws of the
State of Montana.
31. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs,
legal representatives, successors, and assigns of the Parties.
32. 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.
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33. Counterparts: This Agreement may be executed in counterparts, which together
constitute this Agreement.
34. Integration: This Agreement and all Exhibits attached hereto constitute the entire
Agreement of the Parties. Covenants or representations not contained herein or made a part thereof
by reference, are not binding upon the Parties. There are no understandings between the Parties other
than as set forth in this Agreement. All communications, either oral or written, made prior to the date
of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this
Agreement by reference.
35. 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.
36. Extensions: This Agreement may, upon mutual agreement, be extended for a period of
up to one year at a time by written agreement of the Parties. In no case, however, may this Agreement
run longer than five (5) years from the effective date of this Agreement.
**** END OF AGREEMENT EXCEPT FOR SIGNATURES ****
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and
year first above written or as recorded in an electronic signature.
CITY OF BOZEMAN, MONTANA ____________________________________
CONTRACTOR (Type Name Above)
By________________________________ By__________________________________
Chuck Winn, City Manager
Print Name: ___________________________
Print Title: ____________________________
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Design 5, LLC
Troy Scherer
Principal/Owner
XXXXXXXXXXXXXXXXXXXXXXXXX
Jon Henderson
Acting City Manager
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APPROVED AS TO FORM:
By_______________________________
Greg Sullivan, Bozeman City Attorney
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July 13, 2026
Ellie Staley, Executive Director
Downtown Bozeman Partnership
RE: Willson School - Accessible Playground
Landscape Architecture
Dear Ellie,
At Design 5 Landscape Architecture, we create custom outdoor spaces that reflect the people who
use them. We take pride in offering unique and innovative solutions tailored to each client’s lifestyle,
interests, and personality. Because every client and site is unique, we strive to incorporate something
new into every project we work on -- a special feature that doesn’t exist anywhere else.
Our approach is inventive, playful, and comprehensive. We will create detailed and clear plans and
drawings with the goal of facilitating installation and maintaining the construction schedule. The
relationships we establish with our clients are important to us, which is why we are often hired by the
same clients again and again.
Please let us know if you have any questions.
Thank you for the opportunity to collaborate on your project!
Best regards,
Troy Scherer, PLA, ASLA
Owner / Principal
cc: Michael Waterman, Bozeman School District 7
Matthew Stark, Bozeman School District 7
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EXHIBIT A:
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WILLSON ACCESSIBLE PLAYGROUND / LANDSCAPE ARCHITECTURE PROJECT PROPOSAL PAGE 1 / INITIALS________
JULY 13, 2026
PROJECT PROPOSAL
WILLSON SCHOOL: ACCESSIBLE PLAYGROUND
TYPE / SCHOOL PLAYGROUND
CLIENT / DOWNTOWN BOZEMAN PARTNERSHIP
OWNER/ BOZEMAN SCHOOL DISTRICT #7
LOCATION / BOZEMAN, MONTANA
SCOPE / SCHEMATIC DESIGN, CONSTRUCTION
DOCUMENTS, BIDDING, AND CONSTRUCTION
OBSERVATION
This proposal is to confirm our sincere interest in this project and to establish an agreement between Design 5,
LLC and the Downtown Bozeman Partnership. If the scope and fee shown below are acceptable, please initial
each page, sign on page 5, and return (1) copy of this proposal by emailing it to troy@design5la.com. The signed
proposal will serve as our notice to proceed.
We appreciate your returning this signed agreement within (30) days of the date shown on this page, otherwise
the fees and schedule are subject to change.
Docusign Envelope ID: 498034BC-486F-86C5-83CD-5FD973621173Docusign Envelope ID: 791334F1-41A0-8A1B-83ED-6A50904A1732
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PROJECT OUTLINE
The appx. 6,000sf accessible playground project site is located on the west side paved courtyard of Bozeman
School District #7’s Willson School building with an address of 404 West Main Street in Bozeman, Montana.
Design 5 will be involved in all aspects of the Landscape Architecture and planning for the following scope:
–Project goals include: accessible and partially shaded children’s playground consisting of appx. (4-5) sensory pieces to accommodate a range of ages, behavioral characteristics, and mobility needs; safety surfacing using synthetic playground turf or latex surfacing; controlled access fencing with gates and accessible latch hardware; basic amenities such as bike racks, trash receptacles, and picnic tables. The design and color palette of the playground should be inspired by and respond to the Art Deco architectural elements of the Willson School.
–Design 5 will produce (1) construction document set consisting of: –Appx. (4-5) piece sensory playground with code-compliant fall zones, hardscape, fencing and gates, safety surfacing, and amenities. –Plan will show the future accessible ramp (by others) at south end near gym and day school, to be constructed (by others) prior to or concurrently with playground construction.
–Design 5 will coordinate with a contractor and playground consultant PlaySpace Designs to produce an estimate of probable cost and anticipated installation timeline –Design 5 will collaborate with Client, Owner, PlaySpace Designs, Eagle Mount, and Ability Montana regarding needs and designs –Design 5 will prepare and make application to the City of Bozeman Building Department for a building permit for the playground –Coordination with site utilities –Snow storage planning –Design 5 will assist the Client and Owner in their anticipated application to the City of Bozeman for additional funding support –Design 5 will provide the Client and Owner with a narrative and graphic materials for review and approval by their respective boards for preliminary and final permitting and funding approval
•Design 5 works on an hourly, time + expense basis, with the Total Compensation Estimate and Reimbursable Expenses shown on p. 4
SCOPE OF SERVICES
SCHEMATIC DESIGN
•Obtain digital architecture and site files in AutoCAD, if available. Accurate site data is critical to good planning. Minimum one (1) foot contour site plan of existing conditions and utilities is necessary for design work to begin. Files should include: all floor plans, elevations, sections, roof plan, gutter plans, existing/proposed topography (topo must be of current conditions), current site survey with all existing utilities including depth to mapped utilities.
•Client and Owner to establish a target overall budget that Design 5 will aim to meet for design, permitting, and installation
•Design 5 will engage a surveyor to survey existing conditions and map utilities to create an accurate base map upon which the site plan and grading will be based. Client will be invoiced for this scope. See p. 4 for appx. cost.
•Meet with Client on site to review goals, examine existing site conditions, and identify any issues for the design to address or solve (complete) •Collaborate with Client, Owner, PlaySpace Designs, Eagle Mount, and Ability Montana to request feedback on project needs and design approach
•Produce a conceptual site layout showing the playground, fencing, hardscape, grading and drainage plan, and amenities. Plan showing existing and proposed features, planting beds, trees, shrubs, and hardscape areas. Hardscape and plant material (if any) call-outs. Playground design will be in collaboration with PlaySpace Designs.
•Illustrations –Create Photoshop illustrations (plan view) –Create 3D model renderings (by PlaySpace Designs, in coordination with Design 5)
•Present Schematic Design to Client and Owner
•Revise based on feedback from Client and Owner
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•Anticipate up to (2) rounds of Schematic Design and review with Client and Owner
•Design 5 will collaborate with Client, Owner, sub-consultants, and Design Professionals as necessary (PlaySpace Designs and surveyor)
•Develop plans in AutoCAD to the level necessary for approvals from Client and Owner, and their respective boards
•Attend team meetings as needed •Design 5 will provide the Client and Owner with a narrative and graphic materials for review and approval by their respective boards for preliminary permitting and funding approval
•Develop ROM cost estimate and timeline for installation of playground and amenities
CONSTRUCTION DOCUMENTS
•Develop (1) final site / landscape construction document plan showing the playground, surfacing, fencing and latch, and amenities
•Hardscape, grading, and drainage plan details
•Snow storage locations noted on plans
•Fencing and latch design and details
•List material specifications and standard details in sheet set
•Submit to Client and Owner for review and approval
•Confirm with contractors and suppliers that overall project costs are within available funding
•Attend team meetings, as necessary
•Develop plans in AutoCAD to the level necessary for submittal to, and approval from, the City of Bozeman Building Department for the playground elements
BIDDING (AS REQUESTED)
•Meet with Landscape Contractors for pre-bid review of project construction documents
•Answer questions during bidding process
•Review substitution requests
•Review bids for accuracy with plan drawings
CONSTRUCTION OBSERVATION (AS REQUESTED)
•Respond to Landscape Contractor questions and RFI’s, substitution requests, review submittals and product data (coordinated through Landscape Contractor)
•Review shop drawings and submittals (coordinated through Landscape Contractor)
•Visit site to review installation progress. We can respond quickly to any requested site meetings or requests. We would assume (5) site visits with Landscape Contractor
•Assume (2) hours per week of Landscape Contractor questions and responses during the installation.
•Coordinate with Landscape Contractor to provide as-built documentation of the project and playground after installation is complete. As-built documentation will primarily be playground cut sheets and parts list.
ASSUMPTIONS
•At or near the beginning of the Schematic Design phase, Owner will provide Design 5 with any pertinent information on utilities, or unique building or site characteristics, constraints, or needs that would influence the site or playground design. AutoCAD base files to begin design work.
•Design 5 will engage a surveyor to survey existing utilities and site conditions. Client will be invoiced for this scope at cost. See Reimbursable Expenses on p. 4 for appx. cost.
•Design 5 assumes that engineering will not be required for any designed elements, however, if any elements require engineering, those elements will be reviewed by a an engineer. Design 5 will engage and coordinate with the engineer for review for landscape elements as required. A proposal for engineering services will be sent to the Client for review and approval prior to Design 5 engaging the engineer. Engineering expenses will be invoiced to Client at cost.
•Design 5 assumes no planting plan or irrigation scope
•Design 5 assumes that the project will require project and funding approval from the boards of the Client and Owner
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•Design 5 will make application to the City of Bozeman for a building permit for the playground (see Reimbursable Expenses on p. 4 for appx. building permit fee costs)
•Design 5 assumes that the following scope will be by others (Owner): any site lighting; and accessible ramp design, details, and permitting
•Any elements or design tasks not specifically called-out in this proposal will be considered Add Scope
EXCLUSIONS
•Site lighting plan
•Planting plan
•Irrigation plan
•Structural Engineering
•Civil Engineering
•Accessible ramp design, details, and permitting
•Environmental permitting
TIMELINE + COST
TIMELINES
Schematic Design: Begin Appx. September, 2026
Construction Documents: Appx. November, 2026
Building Permit Submittal: Appx. January, 2027
Bidding (as requested): Appx. Winter 2026/2027
Construction Observation (as requested): Appx. Spring/Summer, 2027
_______________________________________________________________________________
FEE SCHEDULE (FEES REPRESENT AN APPX. 15% DISCOUNT)
Principal Design / Oversight $160 $190/hr
Lead Designer / Project Manager $140 $165/hr
Drafting and Production $105 $125/hr
Construction Observation $160 $190/hr
_______________________________________________________________________________
COMPENSATION ESTIMATE
Schematic Design $4,000*
Construction Documents $18,000*
Bidding (as requested) $2,000*
Construction Observation (as requested) $4,000*
Subtotal $28,000
Reimbursable Expenses
Printing + Supplies Allowance $500*
City of Bozeman Building Permit Application Fee (Playground) $2,500*
Utility Locate and Survey of Existing Conditions $1,800*
_______________________________________________________________________________
TOTAL COMPENSATION ESTIMATE* $32,800*
_______________________________________________________________________________*Billed Hourly, Time + Expenses
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PAYMENT SCHEDULE
This fully executed agreement will serve as Design 5, LLC’s notice to proceed, as of the date on the
last signature below.
No initial payment is required prior to starting design work. The project will be billed monthly.
Payments are due and payable (30) days from the date of Design 5, LLC’s invoice. Amounts unpaid
(30) days after the invoice date shall bear interest at the rate of 1.5% per month.
Thank you for this opportunity to provide landscape architecture design services. If you have any
questions, please feel free to contact me at 406-600-0342 or email me at troy@design5la.com.
Accepted On Date:_____________________ Accepted On Date:____________________
By: __________________________________ By: ________________________________
Troy Scherer, PLA, ASLA Ellie Staley, Executive Director
Managing Member – Design 5, LLC Downtown Bozeman Partnership
cc:File- Willson School Accessible Playground Land Arch Proposal 26_0713
Docusign Envelope ID: 498034BC-486F-86C5-83CD-5FD973621173
8/31/20269/1/2026
Docusign Envelope ID: 791334F1-41A0-8A1B-83ED-6A50904A1732
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THE FINE PRINT
DESIGN 5, LLC’S SERVICES
Duty of Care. The standard of care for all professional landscape architectural and related services performed or furnished by DESIGN 5, LLC will be the care and skill ordinarily used by professional Landscape Architects practicing under similar conditions at the same time and in the same locality and appropriate for a project of the nature and scope of this Project.
Timeliness of Performance. The Client and DESIGN 5, LLC are aware that many factors outside DESIGN 5, LLC’s control may affect DESIGN 5, LLC’s ability to complete the services to be provided under this Agreement. DESIGN 5, LLC will perform these services with reasonable diligence and expediency consistent with sound professional practices.
Construction Observation. If listed in the scope of services above, DESIGN 5, LLC shall visit the site at intervals appropriate to the
stage of construction, or as otherwise agreed to in writing by the Client and DESIGN 5, LLC, in order to observe the progress and
quality of the Work completed by the Contractor. Such visits and observations are not intended to be an exhaustive check or a
detailed inspection of the Contractor’s work but rather are to allow DESIGN 5, LLC to become generally familiar with the Work in
progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents.
DESIGN 5, LLC shall not supervise, direct or have control over the Contractor’s work nor have any responsibility for the construction
means, methods, techniques, sequences, or procedures selected by the Contractor nor for the Contractor’s safety precautions or
programs in connection with the Work. These rights and responsibilities are solely those of the Contractor.
DESIGN 5, LLC shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. DESIGN 5, LLC does not guarantee the performance of the Contractor and shall not be responsible for the Contractor’s failure to perform its Work in accordance with the documents provided by DESIGN 5, LLC or any applicable laws, codes, rules or regulations.
Jobsite safety. Neither the professional activities of DESIGN 5, LLC nor the presence of DESIGN 5, LLC at a construction/project site shall relieve the general contractor of its obligations, duties, and responsibilities including, but not limited to, construction means, methods, sequence, techniques, or procedures necessary for performing, superintending, and coordinating the work in accordance with the documents provided by DESIGN 5, LLC and any health or safety precautions required by any regulatory agencies. DESIGN 5, LLC and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures.
Opinions of probable construction cost. In providing opinions of probable construction cost, the Client understands that DESIGN 5, LLC has no control over the cost or availability of labor, equipment, or materials, or over market conditions or the Contractor’s method of pricing, and that DESIGN 5, LLC’s opinions of probable construction costs are made on the basis of DESIGN 5, LLC’s professional judgment and experience. DESIGN 5, LLC makes no warranty, express or implied, that the bids or the negotiated cost of the Work will not vary from DESIGN 5, LLC’s opinion of probable construction costs.
CLIENT’S OBLIGATIONS
Authorization to Proceed. Client’s signature on the Agreement is authorization for DESIGN 5, LLC to proceed.
Client of Instruments of Service. All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by DESIGN 5, LLC as instruments of service shall remain the property of DESIGN 5, LLC. Client, by paying DESIGN 5, LLC’s invoices, receives a license to use the instruments of service on the subject project only. DESIGN 5, LLC shall retain all common law, statutory and other reserved rights, including the copyright thereto.
Notice of Additional Uses. Client must give DESIGN 5, LLC twenty-one (21) days written notice if it intends to reuse the instruments of service on another project(s) so that (1) compensation to DESIGN 5, LLC for such use of its intellectual property may be negotiated (unless already established in the Letter Agreement), and (2) compensation to DESIGN 5, LLC for the risk of liability posed by each additional use can be negotiated – or – DESIGN 5, LLC and Client can agree that no such compensation will be paid in exchange for Client indemnifying DESIGN 5, LLC from any liability whatsoever, including arising from DESIGN 5, LLC’s own negligence, arising from such additional use.
Report Defects in Service. The Client shall promptly report to DESIGN 5, LLC any defects or suspected defects in DESIGN 5, LLC’s
services of which the Client becomes aware, so that DESIGN 5, LLC may take measures to minimize the consequences of such a
defect. The Client further agrees to impose a similar notification requirement on all contractors in its Client/Contractor contract and
shall require all subcontractors at any level to contain a like requirement. Failure by the Client and/or the Client’s contractors or
subcontractors to notify DESIGN 5, LLC shall relieve DESIGN 5, LLC of the costs of remedying the defects above the sum such remedy
would have cost had prompt notification been given when such defects were first discovered.
Permits, Bids, and Professional Advice. Client shall be responsible for the following and shall pay all costs incident thereto:
(1) Providing any legal, accounting, or other services as may be required for the project.
(2) Furnishing approvals and permits from all governmental authorities having jurisdiction over the project.
(3) Paying all costs incident to obtaining bids or proposals from contractors.
(4) Paying all permit, review, and filing fees required by government agencies.
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ASSUMPTION OF RISK
Causes Beyond DESIGN 5, LLC’s Control. The Client agrees that DESIGN 5, LLC is not responsible for damages arising directly or indirectly from causes beyond DESIGN 5, LLC’s control. Such causes include, but are not limited to, discovery of any hazardous substances or differing site conditions; failure of performance or delay by the Client or the Client’s contractors or consultants; failure of any government agency to act in a timely manner; severe weather disruptions, other natural disasters, or acts of God; strikes or other labor disputes; or fires, riots, war or other emergencies.
In addition, if any such causes increase the cost or time required by DESIGN 5, LLC to perform its services in an orderly and efficient
manner, DESIGN 5, LLC shall be entitled to an equitable adjustment in schedule and/or compensation.
Information Provided by Others. Client shall furnish, at Client’s expense, all information, requirements, reports, data, surveys, and instructions required by this Agreement. DESIGN 5, LLC may use such information, requirements, reports, data, surveys, and instructions in performing its services and is entitled to rely upon the accuracy and completeness thereof.
Unauthorized Changes. In the event the Client, the Client’s contractors or subcontractors, or anyone for whom the Client is legally liable makes or permits to be made any changes to any reports, plans, specifications or other documents prepared by DESIGN 5, LLC without obtaining DESIGN 5, LLC’s prior written consent, the Client shall assume full responsibility for the results of such changes. Therefore, the Client agrees to waive any claim against DESIGN 5, LLC and to release DESIGN 5, LLC from any liability arising directly or indirectly from such changes.
Betterment. For any change in the Project caused by the Landscape Architect, the Landscape Architect shall not be responsible for costs associated with the change to the extent the costs would have otherwise been incurred by the Owner had the act or omission by the Landscape Architect, resulting in the change, not occurred.
Hazardous Materials – Suspension of Services. Both parties acknowledge that DESIGN 5, LLC’s scope of services does not include
any services related to the presence of any hazardous or toxic materials. In the event DESIGN 5, LLC or any other party encounters
any hazardous or toxic materials, or should it become known to DESIGN 5, LLC that such materials may be present on or about
the jobsite or any adjacent areas that may affect the performance of DESIGN 5, LLC’s services, DESIGN 5, LLC may, at its option
and without liability, suspend performance of its services under this Agreement until the Client retains appropriate consultants or
contractors to identify and abate or remove the hazardous or toxic materials and warrant that the jobsite is in full compliance with all
applicable laws and regulations.
Hazardous Materials Indemnity. The Client agrees to indemnify, defend, and hold harmless DESIGN 5, LLC from and against any and
all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys’ fees and defense costs, arising out of
or in any way connected with the detection, presence, handing, removal, abatement, or disposal of any asbestos or hazardous or toxic
substances, products, or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract
or warranty, tort, including negligence, strict liability or statutory liability or any other cause of action, except for the sole negligence or
willful misconduct of DESIGN 5, LLC.
Definition of “Hazardous Materials”. As used in this Agreement, the term hazardous materials shall mean any substance, including but not limited to asbestos, toxic or hazardous waste, PCBs, combustible gases and materials, petroleum or radioactive materials (as each of these is defined in applicable federal statutes) or any other substances under any conditions and in such quantities as would pose a substantial danger to persons or property exposed to such substances at or near the Project site.
Indemnification. Client and Landscape Architect each agree to indemnify and hold harmless the other, and their respective officers, employees, and representatives, from and against liability for losses, damages, and expenses, including reasonable attorneys fees as are awarded according to applicable law, to the extent such losses, damages, or expenses are caused by the indemnifying party’s negligent acts, errors, or omissions. In the event losses, damages, or expenses are caused by the joint or concurrent negligence of Client and Landscape Architect, they shall be borne by each party in proportion to its negligence.
The Client, to the fullest extent permitted by law, shall indemnify and hold harmless the Landscape Architect for costs, including legal
fees and defense costs, liability or loss, which result from the Client’s unauthorized modification of the Design Materials, if any, or the
Client’s use of the Design Materials for any purpose other than the Project.
In the event this Agreement is terminated prior to the completion of the Project, the Landscape Architect shall have no liability to
the Client or to anyone claiming through the Client for any claims, liabilities, or damages resulting from the Client’s use, misuse, or
modification of the Design Materials.
Since it would be unfair for the Landscape Architect to be exposed to liability for its failure to perform a service that the Client has either refused to authorize or has instructed the Landscape Architect not to perform, the Client hereby waives all claims against the Landscape Architect and agrees to defend, indemnify and hold the Landscape Architect harmless from claims or liability for injury or loss allegedly arising from the Landscape Architect’s failure to perform a service that the Client has either refused to authorize or has instructed the Landscape Architect not to perform.
Limitation of Liability. Except for acts amounting to willful or intentional wrongs, neither the Landscape Architect, Landscape Architect’s Consultants, nor their agents or employees shall be jointly or individually liable to the Owner for an amount in excess of the proceeds of the professional liability insurance coverage required under this Agreement.
Contractor Insurance and Indemnity Requirements. The Client agrees, in any construction contracts in connection with this Project,
to require all contractors of any tier to carry statutory Workers Compensation, Employers Liability Insurance and appropriate limits of
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Commercial General Liability Insurance (CGL). The Client further agrees to provide Contractual Liability coverage sufficient to insure the hold harmless and indemnity obligations assumed by the contractors.
Consequential Damages. The Owner agrees to limit consequential damages, for any claims, disputes or other matters in question arising out of or relating to this Agreement, to the proceeds of the available professional liability insurance coverage required under this Agreement.
PAYMENT FOR DESIGN 5, LLC’S SERVICES
Disputed invoices. If the Client objects to any portion of an invoice, the Client shall so notify DESIGN 5, LLC in writing within ten (10) calendar days of receipt of the invoice. The Client shall identify in writing the specific cause of the disagreement and the amount that is disputed and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Client’s payment of any part of an invoice without so notifying DESIGN 5, LLC of an objection constitutes acceptance and approval of that aspect of DESIGN 5, LLC’s work.
Collection Costs. If the Client fails to make payments when due and DESIGN 5, LLC incurs any costs in order to collect overdue sums from the Client, the Client agrees that all such collection costs incurred shall immediately become due and payable to DESIGN 5, LLC. Collection costs shall include, without limitation, legal fees, collection agency fees and expenses, court costs, collection bonds, and reasonable DESIGN 5, LLC staff costs at standard billing rates for DESIGN 5, LLC’s time spent in efforts to collect.
SUSPENSION AND TERMINATION OF SERVICES
Suspension of Services. The Client has the right to suspend the Project or DESIGN 5, LLC’s services by giving written notice to
DESIGN 5, LLC. If the Project or DESIGN 5, LLC’s services are suspended by the Client for more than three (3) calendar weeks,
consecutive or in the aggregate, over the term of this Agreement, DESIGN 5, LLC shall be compensated for all services performed
and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the Client
shall compensate DESIGN 5, LLC for expenses incurred as a result of the suspension and resumption of its services, and DESIGN 5,
LLC’s schedule and fees for the remainder of the Project shall be equitably adjusted.
If the Client is in breach of the payment terms or otherwise is in material breach of this Agreement, DESIGN 5, LLC may suspend
performance of services upon seven (7) calendar days’ notice to the Client. DESIGN 5, LLC shall have no liability to the Client, and
the Client agrees to make no claim for any delay or damage as a result of such suspension caused by any breach of this Agreement
by the Client. Upon receipt of payment in full of all outstanding sums due from the Client, or curing of such other breach that
caused DESIGN 5, LLC to suspend services, DESIGN 5, LLC shall have the option to resume services and there shall be an equitable
adjustment to the remaining project schedule and fees as a result of the suspension.
Termination. Either the Client or DESIGN 5, LLC may terminate this Agreement for convenience and without cause upon giving the other not less than seven (7) calendar days’ written notice. In the event of termination of this Agreement by either party, the Client shall within fifteen (15) calendar days of termination pay DESIGN 5, LLC for all services rendered and all reimbursable costs incurred by DESIGN 5, LLC up to the date of termination, in accordance with the payment provisions of this Agreement.
DISPUTE RESOLUTION
Mediation. In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion
of the Project, the Client and DESIGN 5, LLC agree that all disputes between them arising out of or relating to this Agreement or
the Project shall be submitted to non-binding mediation, with the parties to split the costs of this process equally, unless the parties
mutually agree otherwise.
Attorneys’ Fees and Collection Costs. In the event of any litigation arising from or related to this Agreement or the services provided
under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred,
including staff time, court costs, attorneys’ fees, expert-witness fees, and all other related expenses in such litigation.
GENERAL PROVISIONS
Collective Reference. The protections of the Letter Agreement and these General Provisions of Standard Agreement (collectively “Agreement”) encompass DESIGN 5, LLC as well as its officers, directors, employees, and subconsultants, who are collectively referred to as “DESIGN 5, LLC” in both documents.
Attorney’s Fees. Attorney’s fees and defense costs shall include such fees and costs incurred in proving DESIGN 5, LLC’s right to
indemnity.
Assignment. Neither party to this Agreement shall transfer, sublet, or assign any rights under or interest in this Agreement (including
but not limited to monies that are due or monies that may be due) without the prior written consent of the other party. Subcontracting
to subconsultants normally contemplated by DESIGN 5, LLC shall not be considered an assignment for purposes of this Agreement.
Entire Agreement. This Agreement, comprising the Letter Agreement signed by DESIGN 5, LLC and the Client and these General Provisions of Standard Agreement, is the entire Agreement between the Client and DESIGN 5, LLC. It supersedes all prior communications, understandings, and agreements, whether oral or written. Amendments to this Agreement must be in writing and signed by both the Client and DESIGN 5, LLC.
Governing Law and Jurisdiction. The Client and DESIGN 5, LLC agree that this Agreement and any legal actions concerning its validity, interpretation, and performance shall be governed by the laws of the state the project is located. It is further agreed that any
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legal action between the Client and DESIGN 5, LLC arising out of this Agreement or the performance of the services shall be brought in a court of competent jurisdiction in the state the project is located.
Notices. Any notice required under this Agreement shall be in writing, addressed as specified in this Agreement, and sent by electronic mail; facsimile; registered, certified, express or regular U.S. mail; or U.P.S. or Federal Express. All notices shall be deemed delivered when transmitted by any of the methods specified above to the recipient listed in this Agreement. Either party may change its contact information by giving the other party written notice of the change in any manner permitted by this Agreement.
Severability and Survival. Any term or provision of this Agreement found to be invalid under any applicable statue or rule of law shall
be deemed modified so as to be valid, if possible, and if not possible then omitted, and the remainder of this Agreement shall remain
in full force and effect. Notwithstanding completion or termination of this Agreement for any reason, all rights, duties, and obligations
of the parties shall survive and remain in full force and effect until fulfilled.
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