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HomeMy WebLinkAboutKZF Contract 1\, PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made this ninth day of September, 2005 by and between KZF DESIGN INC., hereinafter called KZF, 655 Eden Park Drive, Cincinnati, Ohio 45202 and CITY OF JEFFERSONVILLE, INDIANA (CLIENT). The PROJECT shall be described as BIG FOUR BRIDGE APPROACH NOW, THEREFORE, for an in consideration of the mutual covenants hereinafter contained, KZF and CLIENT agree as follows: I, SCOPE OF SERVICES KZF shall perform the Professional Services as more fully described in the proposal letter dated August 19, 2005 which is attached hereto and incorporated herein by reference. 11. TIME OF PERFORMANCE The services to be performed hereunder shall commence upon receipt by KZF of notice to proceed from CLIENT and shall be completed in accordance with a schedule as described in the August 19. 2005 proposal letter and as mutually agreed to by CLIENT and KZF. III. CLIENT RESPONSIBILITIES (\ A. CLIENT designates the following representative authorized to act on CLIENT's behalf with respect to the Project: THE HONORABLE ROBERT W AIZ CLIENT Authorized Representative: BILL CLAIBORNE. PROJECT MANAGER B. The CLIENT shall examine the documents submitted by KZF and will render decisions pertaining thereto as promptly as possible to avoid unreasonable delay in the progress of KZF's services. C. KZF shall identify the project criteria, reports, surveys, site utility drawings, building plans, and other information required to render the services specified herein. CLIENT shall provide such information to KZF as is available. The foregoing information, surveys, reports and drawings shall be furnishea at the CLIENT'S expense, and KZF shall be entitled to rely upon the accuracy and completeness thereof. D. Prompt written notice shall be given by CLlENT to KZF if CLIENT becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents. IV. COMPENSATION EDITOR'S NOTE: Select one of the compensation methods (A, B or C) described below. A. For Services described herein Compensation shall be as follows: 1. Stipulated sum of TWENTY. FIVE THOUSAND dollars ($25.000.00). [') '-=./' 2. KZF shall invoice CLIENT every four (4) weeks for the amounts due for professional services rendered and expenses incurred to date. CLIENT shall pay KZF the full amount due within thirty (30) days of receipt of invoice. Page 1 of 4 Revised 21' 5/05 C:\DocumenIS and SeningslclaibQme\My Documentsl~roposalslKZF . Client professional Services Agreement_JeffersonYille..dCc r 3. Progress payments shall be based on th~ percentage of the work complete at date of invoice. . . 4. All past due amounts shall bear interest at the rate of one and one-half percent (1.1/2%) per month compounded monthly. All amounts due KZFshaJlbe paid whether or not CLIENT makes use of the professional services rendered by KZF. V. INDEMNIFICATION AND INSURANCE A. KZF alid CLIENT shall mutually indemnify and hold harmless the other party and " their representatives, associates and employees from and against all claims and liability due to activities of the other party, its agents or employees which result from any intentionally wrongful or negligent act, error; or omission of the other party or any person' employed by the other party. KZF and CLIENT shall also hold harmless the other party and their - representatives, assodates and employees from and against any and an expenses, including attorney's fees, which might be incurred in litigation or otherwise from claims or lfabilities which might be imposed as the result of such activities by the other party; . its agent or employees. B KZF shall, during the performance of Professional Services, maintain the following insurance: 1. . Professional Liability for the period of design and construction of the Project. Policy limits shall be $2,000,000 per claim with a $2,000,000 policy term aggregate. f', 2. Workers' Compensation and Employers' Liability per the statutory requirements of the State of Ohio. 3. Employer's Liability coverage in the following amounts: a. $100,000,000 each accident b. $100,000,000 Disease (Policy Limit) c. $100,000,000 Disease (each employee) 4. Commercial General Liability coverage in the following' amounts: a. $1,000,000 Personal Injury b. $1,000,000 Each Occurrence c. $2,000,000 General Aggregate d. $2,000,000 Products - Comp/OP Aggregate . 5. Automobile Liability coverage of $1,000,000 combined single limit per occurrence. VI. . RISK ALLOCATION A. CLIENT agrees that to the fullest extent permitted by law, KZF's total liability to CLIENT for any and all injuries, claims, losses, expenses, damages, arising out of this Agreement from any cause or causes shall not exceed $50,000 or the amount of KZF's fee, whichever is greater. Page 2 of 4 C:\Dccuments and Setli"gslctaibornelMy OocurnenlslProposalslKZ1" . Cllant Protessional Services Agreement_Jelfersonville..doc r vn. TERMINATION FOR CONVENIENCE A. This Agreement may be terminated by either party upon seven (7) calendar days written notice. B. In the event of termination, KZF shall be paid by the CLIENT for all services periormed to the date of termination. All documents and drawings developed on behalf of the CLIENT shall remain the property of KZF.Copies of all documents, including reproducibles, shall be furnished to the CLIENT at cost. vm. MISCEllANEOUS PROVISIONS A. This Agreement shall begovemed by the laws of the State of Indiana. B. CLIENT and KZF, respectively, bind themselves,theirpartners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of. such other party with respect to all covenants of this Agreement. Neither CLIENT nor KZF shall assign . this Agreement without the written consent of the other. r\ C. This Agreement represents the entire and integrated agreement between the CLIENT and KZF and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both CLIENT and KZF. D. . KZF shall have no responsibility for the discovery, presence. handling, removal or disposal of, or exposure of persons to hazardous materials in any form at the Project site, including but not limited to moid, asbestos, asbestos products, polychlorinated biphenyl (PCB), or other toxic substances. CLIENT waives any claim against KZF and agrees to indemnify. defend and hold KZF harmless from any claim or liability for injury or 105s arising from hazardous materials. Hazardous materials include, but are not Hmited to, any materials that are known. or suspected to jeopardize human health or safety (including mold), through exposure of any kind. Such materials shall include but not be limited to those listed in various Federal, state and local laws and regulations. E. If any provision of this Agreement is held invalid by a court of competent jurisdiction, it shall be considered deleted from the Agreement, but such invalidity shall not affect other provisions that can be given effect without the invalid provisions. F. All reports, drawings, specifications, field data, calculations, estimates and other documents prepared by KZF for this Project shall remain the property of KZF. . CLIENT shall be permitted to retain copies, including reproducible copies of the drawings, specifications and other documents for information and reference in connection with the CLIENT's use and occupancy of the Project. G. Notice given hereunder shall be deemed served when in writing and personally delivered to an officer or other duly appointed representative of the party to whom the notice is directed, or if sent by registered mail to the addresses set forth in this Agreement. r'. H. Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees and agents. . Page 3 01 4 C:\Docurnents and $etlingslclaiborne\My OocumentslP,oposalslKZF - Client Protessional Services Agreemenl_Jeffersonville..dOC 1. It is recognized that neither KZF nor the CLIENT has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, KZF cannot and does not warrant or represent that bids or negotiated prices will not vary from any estimate of Construction Cost or evaluation prepared or agreed to by KZF. . t\ k. KZF has not been retained or compensated to provide design and construction review services related to the Contractor's safety precautions or to means, methods, techniques, sequences or procedures required for the Contractor to perform his work but not relating to the final or completed structure; omitted services include but are not limited to shoring, scaffolding, underpinning, temporary retainment of excavations and any erection methods and temporary bracing. IN WITNESS WHEREOF the parties hereto have exe . _ and year first ab9YEE._~ritt~n. ~ie~ Name: Bill Claiborne Title: Project Manager (\ {\ ,~,_/ ( By: Name: Honorable Robert Waiz Title: Mayor of Jeffersonville, Indiana Page 4 of 4 C:\OocurnenlS an~ Settings'claii:lorneIMy DocumentslProposalslKZF . Clienl Professional Services Agreement_JeftersonI/H1e..dOC