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HomeMy WebLinkAbout066-20 - Rice Fergus Miller, Inc. - Contract Amendment 17Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 Amendment No. 17 to Contract No. C066-20 CITY OF PORT ORCHARD PROFESSIONAL SERVICES AGREEMENT WITH RICE FERGUS MILLER, INC. THIS AMENDMENT to Contract No. C066-20 ("Amendment") is made effective as of the 23rd day of September, 2025, by and between the City of Port Orchard ("City"), a municipal corporation, organized under the laws of the State of Washington, and Rice Fergus Miller, Inc., a corporation organized under the laws of the State of Washington, located and doing business at 275 5th St., Bremerton, WA 98337 ("Consultant"). WHEREAS, on July 29, 2020, the City executed a Professional Services Agreement with Consultant for the South Kitsap Community Event Center Project (the "Project") ("Underlying Agreement"); and WHEREAS, on July 27, 2021, the City and Consultant executed Amendment No. 1 to the Underlying Agreement, increasing the contract amount and adding additional scope of work (work within the scope of the initial Request for Qualifications); and WHEREAS, on September 17, 2021, the City and Consultant executed Amendment No. 2 to the Underlying Agreement, adding additional scope of work (work within the scope of the initial Request for Qualifications); and WHEREAS, on October 12, 2021, the City and Consultant executed Amendment No. 3 to the Underlying Agreement, increasing the contract amount and adding additional scope of work (work within the scope of the initial Request for Qualifications); and WHEREAS, on January 25, 2022, the City and Consultant executed Amendment No. 4 to the Underlying Agreement, increasing the contract amount and adding additional scope of work due to unforeseen on -site conditions; and WHEREAS, on March 21, 2022, the City and Consultant executed Amendment No. 5 to the Underlying Agreement, extending the contract term to accommodate the scope of work; and WHEREAS, on April 12, 2022, the City and Consultant executed Amendment No. 6 to the Underlying Agreement, updating the scope and fee for tasks 4 and 5 of C082-19; and WHEREAS, on September 13, 2022, the City and the Consultant executed Amendment No. 7 to the Underlying Agreement, adding additional design work related to shoreline improvements and permitting; and WHEREAS, on December 13, 2022, the City and the Consultant executed Amendment No. 8 to the Underlying Agreement, adding additional design work LEED Certification feasibility; and WHEREAS, in February 2023, the City and Consultant executed Amendment No. 9 to the Underlying Agreement, adding a modification to the architectural plans to meet LEED silver certification; and 11114413.1 - 366922 - 0001 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 WHEREAS, in May 2023, the City and Consultant executed Amendment No. 10 to the Underlying Agreement, making design modifications to portions of the CEC space to be occupied by the Library; and WHEREAS, in June 2023, the City and Consultant executed Amendment No. 11 to the Underlying Agreement, extending site design scope to include Orchard Plaza Schematic Design as an element of the Community Event Center; and WHEREAS, in December 2023, the City and Consultant executed Amendment No. 12 to the Underlying Agreement, incorporating on -call work necessary for the Project pertaining to necessary modifications to existing Washington State Department of Natural Resources aquatic land lease(s) and associated permits for the CEC; and WHEREAS, in January 2024, the City and Consultant executed Amendment No. 13 to the Underlying Agreement, providing for the performance of the next phase of services, to include preparation of the following: Design Development (60% design level); Permits Documents (90% design level); and Construction Documents (100% design level); and WHEREAS, in February 2025, the City and Consultant executed Amendment No. 14 to the Underlying Agreement, providing for a time -only extension of the contract to June 30, 2027; and WHEREAS, in May 2025, the City and Consultant executed Amendment No. 15 to the Underlying Agreement, providing additional authority associated with the schedule extension set forth in Amendment No. 14 and associated necessary expansion of the scope of work to include storm drainage redesign due to the interplay between the CEC and Orchard Plaza project, with the SR 166 Bay Street project, and additional design work triggered by review comments received from federal and state regulatory agencies; and WHEREAS, in September 2025, the City and Consultant executed Amendment No. 16 to the Underlying Agreement, providing additional authority associated with the City's requested modification to the design to include revisions to the design for restroom facilities, the proposed "coworking space" to a meeting space, and modification of a window unit to a glass door system; and WHEREAS, in September 2025, the City requested additional design services for a specialty signage related to donor recognition for the facility, and on September 2, 2025, Consultant submitted a Letter of Proposal for this additional work; and WHEREAS, the Parties wish to memorialize their agreement to so amend the Underlying Agreement; NOW, THEREFORE, In consideration of the mutual benefits accruing, it is agreed by and between the parties thereto as follows: 1. The Underlying Agreement, including previous Amendments Nos. 1-16, is amended as follows (amendment shown in legislative marks): a. The Scope of Work is amended to add the tasks as set out in Attachment 1 hereto (Amendment #17 Request). b. For the Amendment #17 Scope of Work, compensation for these services shall be based on the list of billing rates set out in Attachment 1 and incorporated herein by this reference, not to exceed $37,045 for the performance of the Amendment #17 Scope of Work, plus 11114413.1 - 366922 - 0001 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 reimbursable expenses and any applicable taxes, as se out in Attachment 1 hereto. 2. In all other respects, the Underlying Agreement between the parties shall remain in full force and effect, amended as set forth herein, but only as set forth herein. IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year set forth above. CITY OF PORT ORCHARD, WASHINGTON Signed by: 300640203 Robert Putaansuu, Mayor ATTEST/AUTHENTICATED: Signed by: UJ dfiA5A5dRRllnndln Brandy Wallace, MMC, City Clerk APPROVED AS TO FORM: Signed byy: Charlotte A. Archer, City Attorney CONSULTANT t� Signature Dean Kelly, Principal Printed Name and Title 11114413.1 - 366922 - 0001 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 RIC a gusNIILLER ARCHITECTURE INTERIORS PLANNING VIZLAB 275 Fifth Street, Suite 100 Bremerton, WA 98337 Phone: (360) 377-8773 rfmarch.com September 2, 2025 Nick Bond Development Director City of Port Orchard 216 Prospect St Port Orchard, WA 98366 Re: South Kitsap Community Events Center Amendment 17 Request: Signage - Donor Recognition RFM Project: 2020002.00 Dear Nick, Rice Fergus Miller (RFM) is pleased to present the following Letter of Proposal to amend our contract for the above referenced project. I. Project Description This proposal is for Additional Services to provide design and documentation for specialty signage related to donor recognition. In this scope of work we will look at a donor strategy, tiered donor signage and a capital campaign wall. II. Scope of Services In addition to RFM's scope, the attached Letter of Proposal from Studio SC dated June 12, 2025, identifies their proposed process, scope and fee. The following are included in this scope: Phase 1: Schematic Concept Design In Phase 1 the objective will be to understand donor recognition goals and develop a donor strategy which will identify donor locations and value opportunities. Design schemes for donor graphics will be presented for owner approval as described in Studio SC's attached proposal. This task will also involve coordination with the design team on existing project themes. Deliverables + Meetings: - Donor strategy materials and presentation materials - (1) Kick-off Meeting with Owner/RFM - (1) Owner/Stakeholder Presentation Phase 2: Design Development Upon selection and approval of the concepts presented in Phase 1, the design team will expand upon the early concepts to further develop graphis, materials, color and dimensions. Documents created in this phase can be used to seek preliminary pricing information for budgeting purposes. This work will include ongoing coordination with the RFM design team to allow for alignment with the overall project vision. Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 South Kitsap Community Events Center Amendment 17 - Donor Recognition Signage Scope September 2, 2025 Page 2 Deliverables + Meetings: - Design Development drawings including typical messaging - (1) Progress Work Session with Owner/RFM - (1) Owner/Stakeholder Presentation III. Exclusions and Additional Services Collection and coordination of donor information with signage fabricator is excluded from this contract. This scope of work excludes Design Intent Documentation (Construction Documentation) and Construction Administration, both of which would be addressed with a more specific proposal at a later date. This contract amendment is specific to the described scope as illustrated in this proposal. No other changes are covered in this contract amendment. Iv. Owner Responsibilities It is our understanding that the City of Port Orchard will provide full information, including a program, setting forth its design objectives, constraints and criteria; and, the services of other consultants not included here when such services are deemed to be necessary. Owner shall coordinate stakeholder's availability for meeting attendance and shall consolidate their comments to provide final direction to the design team. Owner shall also collect, coordinate and provide all donor information to the signage fabricator. V. Schedule We can start this evaluation as soon as a contract amendment is executed. We anticipate this process to take between 12-14 weeks. VI. Compensation For the Services outlined above, compensation shall be a Fixed Fee of Thirty SevenThousand and Forty Five dollars ($37,045.00), plus reimbursable expenses, plus any applicable tax. Consultant fees include RFM standard markup of 12%. Additional Services, when requested, will be billed on an hourly basis at our standard hourly rates, as listed in the attached Hourly Billing Rates or as agreed to prior to commencement of the Additional Services. VII. Terms of Agreement Please provide an amendment to our South Kitsap Community Events Center contract upon accepting this proposal. VIII. Summary Thank you for the opportunity to propose on your project. We look forward to discussing our proposal further and working with you. Please contact me if you have any questions. Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 South Kitsap Community Events Center Amendment 17 - Donor Recognition Signage Scope September 2, 2025 Page 3 Sincerely, • Fergus M' I , I c. can Kelly, rinci I Architect Authorized for Owner by: Signed by: E Dhi P4MJASv Mayor APMMA?FAFSAAM Name Title Attachments: Exhibit A - Fee Details Exhibit B - Studio SC Letter of Proposal Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 EXHIBIT A RFM - Fee Detail: Exhibit A South Kitsap Community Events Center Project Number: 2020002 Amendment 17 - Donor Recognition Signage Phase Name RICEf e;g fMILLER ConsultantType Fee Type Amount AMENDMENT 16: Signage - Donors Rice Fergus Miller Architect& Interior Designer Fixed Fee $14,500 Studio SC Signage Consultant Fixed Fee $22,545 Sub -Total Fixed Fee $37,045 TOTAL Fixed Fee $37,045 RFM reserves the right to modify consultant costs through the duration of the project to complete the work under the agreed upon Fixed Fee total. Date: September 2, 2025 Reviewed: Dean Kelly Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 EXHIBIT B Design Services Agreement Rice Fergus Miller Architects Attn: Angie Tomisser 275 5th Street Bremerton, WA 98337 Port Orchard Community Events Center Donor Recognition Program August 29, 2025 Cb Angie: Thank you for the opportunity to submit this proposal for an agreement between Studio SC (Designer) and Rice Fergus Miller Architects (Client) to develop a donor recognition program for the Community Events Center project in Port Orchard, WA. We are excited about this opportunity and look forward to working with Rice Fergus Miller Architects, the City of Port Orchard, and the rest of the project team. Best regards, Billy Chen Principal, Studio SC 401 2nd Ave S. #205 Seattle, WA 98104 t.206+262+9270 www.studio-sc.com Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 PROJECT DESCRIPTION Develop a donor recognition program for the Community Events Center project in Port Orchard, WA. SCOPE OF BASIC SERVICES DONOR RECOGNITION* + Donor Strategy + Tiered Donor Signage (up to 3) + Capital Campaign Wall *Assumes all donor information will be provided by others. PROCEDURE PHASE I - SCHEMATIC CONCEPT DESIGN Designer will meet with Owner to understand goals for the donor recognition program. Designer will develop materials and collaborate with the Owner to workshop a donor strategy for the project including location and corresponding value opportunities. (2) design schemes with preliminary design sketches of representative donor graphics addressing form, color, graphic content, materials, and basic dimensions will be developed and presented for selection and approval. Preliminary locations of signs will be reflected on a typical location plan. Includes (i) kickoff meeting with Architect and Owner, (i) workshop with Architect, Owner, and Key Stakeholders, and (1) Owner/Stakeholder presentation. DELIVERABLES + Donor strategy materials for reference and sharing with prospective donors + Presentation materials as required to clearly illustrate schematic designs, which may include: sketches, plans, diagrams, drawings, perspective renderings, models, color, material and product samples ESTIMATED COST $11,220 (68 hours at $165/hour) PHASE II — DESIGN DEVELOPMENT Upon selection and approval of the conceptual direction, designs of graphics are expanded to include all program components and further developed to incorporate client comments and add detail on materials, color, and dimensions. Designer will use completed design development documents and collaborate with Architect and General Contractor to seek preliminary pricing information from fabricators to develop and 2 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 refine fabrication budgets. These documents can be shared with prespective donors for fundraising. Includes (1) progress work session with Architect and Owner, and (i) Owner/Stake holder presentation. DELIVERABLES + Design development drawings including typical messages (11x17 color and/or black & white review set) ESTIMATED COST $8,910 (54 hours at $165/hour) SUPPLEMENTAL SERVICES In an effort to provide a comprehensive donor recognition program, we have outlined below a possible additional scope of services for your consideration. Studio SC would be glad to offer a detailed proposal for these additional scope items at your request once we have more specific information about the project and your needs. PHASE III — DESIGN INTENT DOCUMENTATION Final user/design team comments are incorporated and approved designs are finalized as biddable documents with detailed information on materials, colors, dimensions, and suggested fabrication techniques to convey the design intent of each sign. This phase includes the finalization of sign location plans and message schedules and the preparation of production artwork. Fabricator will use these documents to provide final bids and generate shop drawings and final production art files for construction of graphics. Fabricator will coordinate final production message schedule and location plan with Owner prior to fabrication of signage and graphic components. PHASE IV — CONSTRUCTION ADMINISTRATION Designer will review fabricator shop drawings, material and finish submittals, and mockups to assure design integrity. Designer will inspect installation of final product on -site and develop a final punch list to document any required changes by fabricator. 3 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 COMPENSATION Studio SC estimates a design fee of Twenty Thousand One Hundred Thirty Dollars ($20,130.00) for the work identified in the Proposal plus reimbursable expenses (set forth below). The estimate is based on the following fee schedule: PORT ORCHARD CEC DONOR RECOGNITION PROGRAM DESCRIPTION HRS FEE + PHASE I: SCHEMATIC CONCEPT 68 $11,220 + PHASE II: DESIGN DEVELOPMENT 54 $8,910 TOTAL 122 $20,130 4 Studio SC : Design Services : Port Orchard CEC : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 REIMBURSABLE EXPENSES In addition to compensation for time on the project, Studio SC will be reimbursed at a multiple of one and two tenths (1.20) times the actual expenditures made in the interest of the project. Studio SC estimates a total reimbursable expense allowance not to exceed $1,000. Typical project -related expenses include mileage, presentation prints, reproduction costs, courier, postage, and/or shipping costs. SUPPLEMENTAL SERVICES Supplemental Services as listed above and other services agreed upon beyond the initial Proposal includ- ing any changes or modifications as requested by the client in writing shall be in addition to the above compensation, computed on a time -and -expense basis at the Designer's standard rate in effect at this time. The Designer's standard rate currently in effect is $165.00/hour. Any Supplemental Services shall be set forth in writing and executed by the parties on a form similar to Exhibit A attached to the Design Services Agreement. ESTIMATES VALID The estimated compensation for the attached proposal are valid for ninety (90) days from the effective date of the Proposal. Studio SC reserves the right to modify the estimates, in its sole discretion, in the event that a Design Services Agreement is not executed. TERMS OF AGREEMENT Enclosed is a copy of Studio SC's Terms of Agreement for Design Services. This document further details the responsibilities of the Client and Designer related to this project. It is our hope that you will receive this Agreement favorably. If the terms of this Agreement meet with your approval, please sign and return to Studio SC. We look forward to working with you on this project. Sincerely, Approved by, Billy Chen Principal, Studio SC 08/29/2025 Date �.Signed by: 9/30/2025 Date 5 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 DESIGN SERVICES AGREEMENT This Design Services Agreement ("Agreement") is made effective this day of , 2025 ("Effective Date") by and between Studio SC, a Washington corporation with its principle place of business located at 401 Second Avenue, Suite 205, Seattle, WA 98104 ("Studio SC") and (Insert Name), with its principle place of business located at (Insert address) ("Architect"). WHEREAS, Architect is providing architect and relates services for the project comprising (Insert name of project) located at (insert location) ("Project"); WHEREAS, Studio SC is being retained by Architect to provide design and related services as set forth in the Proposal and any subsequent Supplemental Services as agreed by the Parties; WHEREAS, Studio SC desires to be retained by Architect under the terms and conditions of this Agreement; and WHEREAS, the Parties agree to be legally bound as follows: 1. DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: + Primary Building ID / Address (canopy and/or columns) + "Supplemental Services Scope of Work" means a written document, executed by the Parties, governed by the terms and conditions of this Agreement and incorporated by reference herein, adding services to the Project in a format substantially similar to Exhibit A. + "Deliverables" means Reports and other work product to be provided by Studio SC to Architect or Owner pursuant to a Proposal. + "Owner" means the ultimate decision maker for the Project. + "Services" means the services to be performed by Studio SC pursuant to the Proposal. + "Supplemental Services" means additional services to be performed by Studio SC for the Project as subsequently determined by Architect or Owner for the Project. 2. SERVICES Studio SC shall perform the Services and/or Supplemental Services in accordance with the terms and conditions of this Agreement and the applicable Proposal or Supplemental Services Scope of Work. To the extent any terms or conditions in a Master Agreement, Proposal, or Supplemental Services Scope of Work conflict with the terms or conditions of this Agreement, the terms and conditions of this Agreement shall control unless otherwise specifically stated in the Supplemental Services Scope of Work. 3. PERFORMANCE OF SERVICES Studio SC agrees that it shall perform the Services: (i) using commercially reasonable efforts, expertise and skill; (ii) in a timely manner; and (iii) according to the terms and conditions this Agreement, the applicable Proposal or Supplemental Services Scope of Work and any other reasonably requested written instructions, specifications, guidelines or requirements provided by Architect or Owner. 4. DELIVERABLES Studio SC shall provide all Deliverables pursuant to the Proposal and/or Supplemental Services Scope of Work and shall be subject to the reasonable review of Architecture or Owner to verify that the Deliverables satisfy the Project as set forth in the Proposal or Supplemental Services Scope of Work. If a Proposal or Supplemental Services Scope of Work fails to specifically set forth any acceptance criteria for any Deliverable, then acceptability of such Deliverable shall be based on Studio SC's reasonable satisfaction with the Deliverable in the context of the Project. For the avoidance of doubt, the Parties understand that the Services provided by Studio SC are creative in nature and thus a Deliverable will not be held invalid and Studio SC will not be in default of this Agreement in the event that Architect or Owner does not like the idea or concept set forth in a specific Deliverable. 6 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 5. SUPPLEMENTAL SERVICES AND SUPPLEMENTAL SERVICES SCOPE OF WORK PROCESS Architect and/or Owner may from time to time submit to Studio SC a written request for Supplemental Services which may materially modify a Proposal or add Services not originally contemplated in the Proposal ('Supplemental Services Scope of Work"). Studio SC shall respond in writing to a Supplemental Services request by including a Supplemental Services Scope of Work in a form substantially similar to Exhibit A and shall include a statement of the availability of Studio SC's personnel and resources and the impact, including, but not limited to, financial and timelines, if any, for completion of the Supplemental Services as set forth in the Supplemental Services Scope of Work. The Parties shall then negotiate a Supplemental Services Scope of Work in good faith and in context of the overall Project. Studio SC will not implement any changes or any Supplemental Services until a Supplemental Services Scope of Work has been duly executed by both Parties. For the avoidance of doubt, the Parties acknowledge that Studio SC is under no obligation to execute a Supplemental Services Scope of Work and the original Design Services Agreement shall remain in full force and effect. 6. COMPENSATION + 6(A) Amount. In consideration of the Services provided hereunder Architect / Owner shall pay Studio SC in accordance with the terms of the applicable Proposal or Supplemental Services Scope of Work. + 6(B) Out -of -Pocket Expenses. Architect / Owner shall reimburse Studio SC for all reasonable, pre -approved out-of-pocket expenses, including travel expenses, incurred in performance of the Services and set forth in the Proposal and/or Supplemental Services Scope of Work. Studio SC shall provide Architect / Owner with adequate supporting documentation, including copies of receipts along with submission of invoices. + 6(C) Invoices. All invoices shall be forwarded to the address set forth in the applicable Proposal, and must include the Project name on the invoice. Studio SC shall issue invoices: (i) according to the invoice schedule set forth in the Proposal and or Supplemental Services Scope of Work; or (ii) if no schedule is stated, then monthly. + 6(D) Payment Terms; Taxes. Architect / Owner shall pay all undisputed invoices within thirty days (30) days after receipt of each invoice and any necessary supporting documentation. Architect / Owner shall make all checks payable to Studio SC at the address specified in the invoice, unless otherwise specified in writing. Studio SC agrees to provide its taxpayer identification number to Architect / Owner in order to receive payment hereunder. Studio SC shall be solely responsible for paying all federal, state and local taxes with respect to all compensation paid to Studio SC hereunder. + 6(E) Fair Market Value / Creative Services. Architect / Owner and Studio SC acknowledge and agree that the compensation herein represents the fair market value for the Services and/or Supplemental Services and has not been determined in a manner that takes into account the volume or value of any other business between the Parties (or their respective Affiliates). The Parties further agree that the Services and/or Supplemental Services provided by Studio SC are creative in nature and payment shall not be withheld in the event that Architect / Owner does not like the Deliverable supplied by Studio, unless such arrangement has been previously agreed, in writing, by the Parties. + 6(F) Invoice Dispute / Late Payment / Suspension of Service(s). In the event that the Architect / Owner has a dispute with, or question relating to, any submitted Studio SC invoice, such dispute or question shall be transmitted, in writing, to Studio SC within ten (io) business days of receipt of the invoice. The Parties shall cooperate, in good faith, to resolve any dispute and or clarify any issue relating to a submitted invoice. Studio SC agrees that during such period, in which an invoice is disputed, then Owner / Architect shall not be obligated to pay and no late fee(s) shall accrue and the thirty (30) day payment term is tolled. The Parties further agree that in the event, Studio SC is not notified, in writing, of a dispute or question relating to an invoice, then the invoice shall be deemed to be accepted and late fee(s) and interest shall begin to accrue at the rate of two and one-half percent (2.5%) per month if payment is not tendered within thirty (30) days. The Parties further agree that if Architect / Owner fails to make payment for services and expenses when due, Studio SC may upon written notice to Client, suspend performance of services under this Agreement. In the event of a suspension of services, Studio SC may, in its sole discretion, seek full contract payment. Studio SC reserves all rights relating to the collection of fee(s) and costs arising under this Design Services Agreement and any Supplemental Services Scope of Work. 7 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 7. WARRANTIES AND REPRESENTATIONS + 7(A) Architect! Owner represents, warrants, and covenants that: + 7(A)(i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement and entry into this Agreement does not violate or conflict with the rights of any third party; + 7(A)(2) the Services shall be performed: (a) in accordance with applicable professional standards and quality; (b) in accordance with all applicable laws, rules and regulations, and (c) in a manner that shall not infringe, misappropriate, or violate the rights of any third party + 7(A)(3) it and its employees and subcontractors have all of the necessary qualifications, licenses, permits and/or registrations to perform the Services in accordance with the terms and conditions of this Agreement, and at all times during the Term (defined below), all such qualifications, licenses, permits and/or registrations shall be current and in good standing; + 7(B) Studio SC represents, warrants, and covenants that: + 7(B)(i) it has full corporate power and authority to enter into this Agreement and to carry out the provisions of this Agreement and entry into this Agreement does not violate or conflict with the rights of any third party; + 7(B)(2) the Services shall be performed in accordance with the AIGA Code of Ethics and Professional Conduct for Graphic Designers; 8. CONFIDENTIALITY As used herein, "Confidential Information" means all data, reports, documents, deliverables, materials or information provided by or on behalf of Studio SC or its representatives hereunder as well as any and all reproductions, Reports, analyses, compilations, studies, notes, extracts, summaries and any and all Records (whatever the format) prepared by Architect / Owner and/or its employees and subcontractors in performance of the Services, including but not limited to, all Deliverables. As between the Parties all Confidential Information derived or produced by Studio SC is the sole and exclusive property of Studio SC. Architect / Owner shall not use the Confidential Information for any purpose other than performance of the Services, and shall not disclose, in whole or in part, directly or indirectly, any Confidential Information to any person or entity other than to its employees and/or subcontractors needing to know such information who are bound by an obligation of confidentiality substantially similar to those contained herein. + 8(B) Exceptions. The obligations of confidentiality and non-use contained herein shall not apply to the portion of the Confidential Information which: + is known to Architect / Owner prior to disclosure hereunder as evidenced by competent written records; + was rightfully received before or after disclosure hereunder, from a third party entitled to disclose such information on a non -confidential basis; or + can be proven to have been independently developed by Architect / Owner without the use of, or reference to, Confidential Information; + 8(C) Survival of Confidentiality Obligations. The obligations of confidentiality and non-use in this Agreement shall survive for a period of three (3) years after the termination or expiration of the relevant Design Services Agreement. 9. OWNERSHIP; PUBLICATIONS; USE OF STUDIO SC'S NAME + 9(A) Deliverables. As used herein, "Deliverable's" means all information, data, summaries, statistics, results, Reports, that are made, conceived, or generated by Studio SC, its employees and/or subcontractors which arise out of or result from the performance or the Design Services Agreement and/or Supplemental Services Scope of Work. All Deliverable's constitutes "works for hire" as defined by 17 U.S.C. § 2oi(b). + 9(B) Publications. Architect / Owner shall not publish or submit for publication, nor make any presentations related to this Agreement without the consent of Studio SC, such consent not to be unreasonably withheld. + 9(C) Use of Studio SC's Name. Neither Party shall use the name of the other Party or its Affiliates, or any of their respective officers, directors, employees, agents, representatives or subcontractors in any publication, promotional material or other writing or oral statement for public distribution, relative to the subject matter or existence of this Agreement without the other Party's prior written consent, such consent not to be unreasonably withheld. 8 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 9(D) Survival. The obligations described in this section shall survive the expiration or earlier termination of this Agreement. + 9(E) No Implied License. No license, either express or implied to any pre-existing Studio SC intellectual property is granted pursuant to this Agreement. 1O. INDEMNIFICATION; INSURANCE io(A) Indemnification by Architect / Owner. Architect / Owner shall defend, indemnify and hold harmless Studio SC, its Affiliates, and any of their respective directors, officers, shareholders, employees, agents, representatives, subcontractors, successors and assigns ("Studio SC Indemnitees") from any and all suits, actions, claims, demands, judgments, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees and court costs) ("Losses") related to: (i) a breach of this Agreement by Studio SC Indemnitees; (ii) the negligence or willful misconduct of Studio SC Indemnitees; (iii) any infringement, misappropriation or violation by Studio SC Indemnitees of any right of a third party. Architect / Owner's indemnification obligations hereunder shall not apply to the extent that such Losses are attributable to the willful malfeasance or willful misconduct of any Studio SC Indemnitees. + 1o(B) Insurance. During the term of the Agreement the Parties shall maintain insurance in levels sufficient to meet their respective obligations hereunder. Either Party may satisfy this requirement through a program of self-insurance. io(C) Certificates. Upon written request, a Party shall provide the requesting Party with a certificate of insurance as evidence of the coverage required above. + 1o(D) Survival. The obligations set forth in this section shall survive the expiration or earlier termination of this Agreement for a reasonable period of time thereafter. 11. TERM AND TERMINATION ii(A) Term. This Agreement shall begin on the Effective Date and end upon project completion, unless terminated sooner as provided for herein (the "Term"). ii(B) Agreement Termination. Studio SC may terminate this Agreement: (i) without cause, upon thirty (30) days' written notice; and (ii) immediately, in the event of a material breach by Architect / Owner, including, without limitation, failure to pay or failure to follow any applicable law, rule, regulation or guideline.+io(D) Survival. The obligations set forth in this section shall survive the expiration or earlier termination of this Agreement for a reasonable period of time thereafter. ii(C) Procedures on Termination. Upon its receipt of notice of termination of this Agreement or a Supplemental Services Scope of Work, Studio SC shall follow any reasonable instructions of Architect / Owner respecting work stoppage. Studio SC shall use commercially reasonable efforts to minimize the amount of any non -cancelable obligations and shall assign any contracts related thereto to Architect / Owner at Architect / Owner's reasonable request. Within thirty (30) days of the final wind -down of the Agreement, Architect / Owner shall pay Studio SC's final invoices. 12. NOTICES All notices hereunder shall be delivered as follows: (a) personally; (b) by registered or certified mail (postage prepaid); or (c) by overnight courier service, to the following addresses of the respective Parties: To Studio SC: Studio SC, Inc. Attention: Mark Sanders and Billy Chen 4012nd Ave S. #205 Seattle, WA 98104 To Architect / Owner: (Insert) 9 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 Notices shall be effective: (a) upon receipt if delivered personally; (b) upon receipt if delivered by facsimile; (c) on the third business day following the date of registered or certified mailing; and (d) on the first business day following the date of delivery to the overnight courier. A Party may change its address listed above by written notice to the other Party. 13. ARBITRATION Any controversy or claim arising out of this Agreement or any alleged breach of this Agreement shall be resolved by means of binding arbitration before a single arbitrator in accordance with the then existing Commercial Arbitration Rules of the American Arbitration Association, including the Optional Rules for Commercial Agreements. The arbitrator shall be a practicing attorney or retired judge with at least fifteen years total working experience as such. The arbitration shall be held in Seattle, Washington or Los Angeles, California or any other place agreed upon at the time by the parties. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party's actual damages. An award of damages shall include pre -award interest at the rate of io percent from the time of the act or acts giving rise to the award. In the event Studio SC initiates the dispute and is the prevailing party, then all fees and costs (including reasonable attorney's fees) shall be paid by the non -prevailing party. Otherwise, each Party shall bear its own costs and expenses. 14. MISCELLANEOUS + 14(A) Assignment. This Agreement shall begin on the Effective Date and end upon project completion, unless terminated sooner as provided for herein (the "Term"). + 14(B) Relationship of Parties. Architect / Owner's relationship to Studio SC hereunder is that of an independent contractor and not an agent or employee. Nothing contained in this Agreement shall be construed as making the Parties joint venturers or partners. + 14(C) Integration. Upon its receipt of notice of termination of this Agreement or a Supplemental Services Scope of Work, Studio SC shall follow any reasonable instructions of Architect / Owner respecting work stoppage. Studio SC shall use commercially reasonable efforts to minimize the amount of any non -cancelable obligations and shall assign any contracts related thereto to Architect / Owner at Architect / Owner's reasonable request. Within thirty (30) days of the final wind -down of the Agreement, Architect / Owner shall pay Studio SC's final invoices. + 14(D) Amendments. This Agreement and any Supplemental Services Scope of Works may not be amended except by a writing signed by duly authorized representatives of the Parties. + 14(E) Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal or invalid shall be deemed severed from this Agreement and shall not affect the continuing legality or validity of the rest of this Agreement. + 14(F) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, excluding its choice of law provisions. + 14(G) Waiver. Any waiver of a term, condition or default of this Agreement must be in writing and signed by an authorized representative of the Party against whom enforcement of the waiver is sought. A waiver of a particular term, condition or default hereunder shall not be construed as a waiver of any other term, condition or default. + 14(H) Headings. All headings, captions or titles used herein are for ease of reference only, and are not intended to affect the meaning or interpretation of this Agreement. 1O Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 IN WITNESS WHEREOF, The Parties have caused this Design Services Agreement to be signed by their respective duly authorized representatives as of the Effective Date. Studio SC Architect / Owner By: By: Print Name: Print Name: _ Title: Title: Date: Date: 11 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 EXHIBIT A: SUPPLEMENTAL SERVICES SCOPE OF WORK SCOPE OF WORK # This Supplemental Scope of Work # ("Supplemental Services") effective ("Supplemental Services Effective Date") is by and between Studio SC, a Washington corporation with its principle place of business located at 4o1 Second Avenue, Suite 205, Seattle, WA 9814 ("Studio SC") and (Insert Name), with its principle place of business located at (Insert address) ("Architect") and is subject to the terms and conditions of the Design Services Agreement (hereinafter defined). Studio SC and Architect are hereinafter collectively referred to as the "Parties" or singularly as the "Party". Unless otherwise defined herein, all capitalized terms used in this Supplemental Services Scope of Work shall have the same meaning as ascribed to them in the Design Services Agreement. WHEREAS, Studio SC and Architect entered into that certain Design Services Agreement effective as amended from time to time ("Agreement") which outlines the rights and obligations of the Parties with the respect to the conduct of the Services and Project; and NOW, THEREFORE, in consideration for the foregoing premises, the mutual promises and agreements contained herein, the Parties agree as follows: 1. DESCRIPTION OF SUPPLEMENTAL SERVICES: (Insert) 2. DELIVERABLES (Insert) 3. SUPPLEMENTAL SERVICES PERFORMANCE SCHEDULE: (Insert) 4. COMPENSATION AND FEE(S) Payments shall be made in accordance with terms of the Design Services Agreement and/or the payment schedule attached hereto as Addendum A ("Payment Terms"). Subject to the terms of the Design Services Agreement the total amount owed by Architect / Owner pursuant to this Supplemental Scope of Work shall not exceed the Total Fees in the amount of (...........INSERT AGGREGATE AMOUNT BELOW ............("Total ("Total Fees"): (a) Total Direct Fees: (b) Total Pass Through Costs: Total Fees: 5. INVOICES Invoice(s) shall be submitted in the same manner as set forth in the Design Services Agreement. that Studio SC is under no obligation to execute a Supplemental Services Scope of Work and the original Design Services Agreement shall remain in full force and effect. 12 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025 Docusign Envelope ID: FFBF8385-99CE-48A7-B9A9-66B888217B22 6. MISCELLANEOUS ("Insert") ***Note, this is any additional Term or Condition not already covered in the original Design Services Agreement*** This Supplemental Services Scope of Work is subject to the terms and conditions of the Design Services Agreement, except as provided herein. In all other respects the Design Services Agreement shall remain unchanged and in full force and effect, except as revised by this Supplemental Services Scope of Work. ACCEPTED BY: TITLE: DATE: The remainder of this page intentionally left blank. AUTHORIZED BY: TITLE: DATE: 13 Studio SC : Design Services : Port Orchard CEO : Donor Recognition Program : 08.29.2025