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HomeMy WebLinkAboutKZFPROFESSIONAL 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 heroin by reference. I1. 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. Ill. CLIENT RESPONSIBILITIES A. CLIENT designates the following representative authorized to act on CLIENT's behalf with respect to the Project: THE HONORABLE ROBERT WAIZ 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 furnishigd 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 CLIENT 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 I of 4 Revised 2/15/05 3. Progress payments shall be based on the 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 KZF.shall be paid whether or not CLIENT makes use of the professional services rendered by KZF. INDEMNIFICATION AND INSURANCE A. KZF and CLIENT shall mutually indemnify and hold harmless the other party and the r representatives associates and employees from and against all claims and liability due to activities of the other party, its agents or employees which resu t from any ntentionaily 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, associates and employees from and against any and all expenses, including attorney's fees, which might be incurred in litigation or otherwise from claims or liabilities which might be imposed as the result of such activities by ~he other party, its agent or employees. B KZF shall, during the pedormance of Professional Services, inaintain 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. 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 VII. 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 performed 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. VIII. MISCELLANEOUS PROVISIONS A. This Agreement shall be governed by the laws of the State of Indiana. B. CLIENT and KZF, respectively, bind themselves, their partners, 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. 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 mold, 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 loss arising from hazardous materials. Hazardous materials include, but are not limited 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. 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 of 4 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. 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~ Ag~ement, the day and year first above written, KZF DESIGN /.. CITY OF:JEFFE~Ny'ILLE, INDIANA Name! Bill Claiborne Name: Honorable Robert Waiz Title: Project Manager Title: Mayor of Jeffersonville, Indiana Page 4 of 4 C:\Documents and Settings',c{aibome\My Docurnents\Proposats\KZF - Client Professional Se ~'ices Agreement _Jefferson ville.,doc Architecture Engineering Interiors Planning K Z F :l.lEd August 19, 2005 The Honorable Robert Waiz Mayor City of Jeffersonville City-County Building 501 East Court Ave., Room #404 Jeffersonville, IN 47130 Subject: Proposal for Big Four Approach Concepts Dear Mayor Waiz, KZF Design Inc is pleased to submit this prsposal for Architectural and Engineering services in response to your telephone conversation with 'l'om West on August 18, 2005. The following is our understanding of the Scope of the desired design services along with our proposed schedule and fee. SCOPE OF SERVICES KZF Design will provide Conceptual Design Services to develop proposed designs for pedestrian access to the Big Four Bridge from the Jeffersonville, indiana end of the bridge to the street level. The pedestrian access shall include provisions for bicycles. Two concepts will be developed as follows: Provide elevator and stair access to the bridge from the street level. Provide an ADA compliant ramp system and stair access to the bridge from the street level. Plans and elevations .will be developed for each concept. From the plans ~nd elevations a computer generated 3 Dimensional Color Rendering of each concept will be developed. Estimates of Probable Project Costs will be developed for each concept. The Project Cost Estimate will include allowances for additional engineering and consulting services ss well as recommended contingencies for unknowns and the level of design development completed. PreliminaG' Conceptual Design To prepare the conceptual design we have included the time for a design t<ick-ofl meeting with you and your representatives to discuss the requirements and desires for the Pedestrian Access. From this we will develop preliminary concepts in plan and elevation view format. A preliminary conceptual design KZF DESIGN INC. 655 Eden Park Drive Cincinnati, OH 45ZOZ-6000 TEL 513 621 6211 FAX 613 621 6530 WES wv~w.kzf.com KZF Design I Proposal for Big Fou~- Approac~ Concepts I Page 2 of 3 review meeting will be scheduled to present the preliminary conceptual designs. Coat estimates will not be prepared at this time. Final Conceptual Design Comments and revisions will be incorporated into the Final Conceptual Designs and the 3 Dimensional Renderings will be created. Cost estimates will be prepared for each of the, concepts. Five copies of the final drawings, renderings and cost estimates will be provided to the City. The final drawings and renderings will be provided to the City in electronic format so that you may produce additional copies as needed. Assumptions to Scope The existir~g Big Four Bridge drawings that KZF has access to will be utilized for establishing the existing bridge conditions. No detailed field work or development of as- built drawings is included in this proposal. Existing available site topographical information will be utilized to develop site plan information such as topography, site features and utilities. Tl'~is information will be provided by the City of Jeffersonville. A land survey is not included in the scope of this project. No geotechnical reseamh, soil boring or information is included in this proposal. The conceptual design will rely on the existing bridge drawings arid available site information. Geotechnical assumptions consistent with this information will be incorporated into the conceptual design. No environmental survey is included in this proposal. We will coordinate with the City and should known or suspected environmental concerns be identified suitable contingencies for potential environmental concerns can be incorporated into the Project Cost Estimate. SCHEDULE We propose to periorm these services within 4 weeks of receipt of Notice to Proceed. if Notice to Proceed is by September 2, 2005 we can begin work immediately. The following is a list of activities and durations to complete the effort within the 4 week period. Activity Receive Notice to Proceed Design Kick-off Meeting Preliminaw Concept Design Review Meeting Submit Final Conceptual Desiqn Total Duration (Calendar Oavs~ 3 14 11 28 KZF DESIGN iNC. 655 Eden Park Drive Cincinnati, OH 45202-6000 TEL 513 621 6211 FAX 513 62't 6530 wee www,kzf.com KZF Design I Proposal for Sig Four Approach Concepts I Page 3 of 3 FEE We propose for pedorm this effort for the Lump Sum Fixed Price Fee amount of $25,000. It is our understanding that a third conceptual scheme might be desired. Should a third scheme be desired, we can develop a third scheme following the same process above .and within the same time period for the additional Lump Sum Fixed Price Amount of $8,000, For this effort KZF recommends utilizing AIA B151, Abbreviated Standard Form of Agreement Between Owner and Architect as a form of agreement. Should the City hav'e some other required form of agreement please forward a copy for our review. We are excited about the opportunity to work with the City of Jeffersonville ~3n your p!ans for the bridge and waterfront development. Should you have any questions please feel tree to contact me at your earliest convenience. Sincerely, KZF Design Inc. Bi}l S. Claiborne Project Manager KEF DESIGN INC. 655 Eden Park Drive Cincinnati, OH 45202-6000 TEL 513 621 6211 FAX 513 621 6530 WEB www,kzf,com