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HomeMy WebLinkAboutKirk Gross - 100 E. 4th St - 3.17.2025KIRK GROSS COMPANY Agreement for Furniture Design, Inventory and Bid Documents 1. Agreement This agreement for Furniture Design, Inventory, and Bid Documents ("Agreement"") is made between Kirk Gross Company, 4015 Alexandra Drive, Waterloo, IA 50702 ("Designer") and the City of Waterloo, 715 Mulberry Street, Waterloo, IA 50703 ("Client"). This Agreement shall commence on the date that the Agreement is signed and received by Designer. 2. Services Designer will provide an inventory of existing furniture, meet with Architect and Client on proposed plans for a new design of existing furniture, provide new floorplan/furniture layouts, select and specify any additional new furniture and provide bid specifications for bidding of entire furniture package for new location. 3. Revisions On completion of the Design Plan, Designer will present the Design Plan to Client. Designer will incorporate any comments that Client has in a revised Design Plan within seven (7) days of the date of that meeting and submit the revised Design Plan to Client for final approval. This process can be repeated a maximum of two (2) times. Additional revisions to the Design Plan or time spent sourcing and obtaining individual substitutions of furnishings, etc., shall be billed at Designer's Standard Hourly Rate as set forth in the Payment section. 4. Third -Party Services Subject to Section 6 below, Designer will consult with and recommend prospective contractors necessary for fabrication and installation. Unless otherwise agreed in writing, Designer's Services do not include: 1) selection, management, supervision and any other obligation with respect to contractors, 2) landscape design or 3) architecture. If the Project requires contractors to perform work based on Designer's concepts not otherwise included in the Services (e.g. third -party contractor services), Client shall remain responsible for all compensation and insurance related to contractors' services. Designer shall notify Client if any contractor's services do not meet the plans or specifications set forth in the Design Plan, but Designer shall not have any obligation to monitor or supervise construction or other tradesperson services such as lighting consultants, landscape architects, architects, and others. If plans or renderings are required, Designer shall hire a qualified third -party vendor to complete such services. All fees for such services shall be at that contractor's customary rates and in addition to any fees or charges due to Designer. 5. Expenses The total cost for the Design shall be the Project Fee, plus reimbursable expenses and any out-of-pocket expenses that may have been previously agreed to in writing with Client. 6. Payment Designer shall be compensated according to the terms set forth in this section and as set forth in any Proposal attached hereto, or as mutually agreed upon by the parties. A. Standard Compensation Client shall pay Designer at the rate of One Hundred Dollars (US$100.00) per hour ("Standard Hourly Rate"). B. Invoices Designer shall submit monthly invoices to Client which describe the Services performed. Client shall pay Designer within fifteen (15) days of receipt of Designer's invoice. Designer may suspend performance of Services if Client fails to pay any invoice when due. Client shall be liable for all costs, fees and expenses (including attorneys' fees) incurred by Designer to collect any amount due. If, after fifteen (15) days, Client fails to pay any outstanding invoice in full, Designer shall be entitled interest in an amount equal to 1.5% per month (i.e,, 18% per annum) of the outstanding balance until such invoice amount is paid in full. C. Reimbursable Expenses Client agrees to reimburse Designer for all actual, out-of-pocket expenses incurred by Designer in relation to the Project, including but not limited to, costs to obtain samples, drawings, drafting services, parking, postage and handling, freight, delivery and storage costs. Client shall approve in advance and reimburse Designer for all reasonable travel, lodging, and meal expenses incurred by Designer and Designer's staff (where necessary) in connection with the Project. 8. Proprietary Rights A. Proposals Client acknowledges that Designer's proposed specifications including the Design Plan may include written materials or documentation that describe, support, or engender concepts, ideas, instructions, samples, related materials or documentation, photographs, drawings, schematics and copies of the foregoing, all of which may be subject to copyright, patent, trademark, right(s) of publicity and/or attribution rights (collectively, "Proprietary Rights"). Designer hereby reserves all right, title and interest in and to such Proprietary Rights, whether registered or registerable, patented or patentable. Client agrees to not challenge the validity or enforceability of Designer's Proprietary Rights. All Proposals and, if applicable, SOWs are proprietary and exclusive to Designer, and Client shall not copy, distribute or make Proposals available to any third party without Designer's express written permission. Under no circumstances shall Client alter or remove, efface or obscure any trademarks, labels or other proprietary notices, except with Designer's express written permission. Client shall have the unlimited right to the quiet use and enjoyment of the results and proceeds of the Design Plan in the Project and any Proprietary Rights embodied therein upon completion of the Project by Designer. B. Drawings Designer's drawings are conceptual in nature and are intended to set forth design intent, they are not to be used for architectural or engineering purposes. C. Photographs Client recognizes that Designer may need to document the services and work performed relating to this Project. Client agrees to allow Designer to photograph the Project during all stages, including after project completion, and use the photographs or any part thereof in connection with any marketing, promotional and/or advertising campaigns of Designer. Photographs will be used for business purposes and will not disclose Client's name without prior consent. D. Marketing Client hereby grants Designer permission to include Client's name and description of the Project in any marketing, promotional and/or advertising campaigns. 9. Disclaimers and Limitations of Liability Designer shall comply with all local laws, ordinances and rules or any other applicable law that may impact Designer's performance of its obligations under this Agreement. Client shall provide Designer with access to the Project and all information needed to complete the Project. Designer shall not be responsible for ensuring that any contractor, including any architect, is duly -licensed, or liable for any act or omission of any third -party contractor or manufacturer including mistakes, delays, or incomplete orders. Designer makes no representations, and expressly disclaims all responsibilities, about the suitability, for any purpose, of the Services. Services are provided "as is" without expressed or implied warranty of any kind. Designer disclaims all warranties with regard to the Services including all implied warranties of merchantability and fitness for a particular purpose. In no event shall either party be liable for any consequential, special, punitive, exemplary, or indirect damages, including but not limited to any damages for anticipated profits, loss of revenue, economic loss, cost of procurement of substitute goods or services, loss of use of Materials, or interruption of business or personal affairs, arising in any way out of this Agreement, under any theory of liability in contract, tort, or otherwise. In no event shall the total liability of a party for any causes of action arising out of this Agreement exceed the sums paid to Designer as compensation hereunder. The foregoing right to monetary damages shall be in lieu of any other remedies which a party may have against the other. Client agrees to indemnify, defend and hold the Designer harmless to the fullest extent permitted by law from and against any third -party claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) relating to or arising out of the negligence, failure and/or acts or omissions on the part of Client or any architect, vendor, supplier, contractor or agent hired or retained by Client. 10. Permits Client is responsible for obtaining any and all necessary permits, licenses, waivers, or approvals required by any governmental agency. 11. Termination Designer and Client may terminate this Agreement immediately upon notice to for any reason or no reason. Upon termination, Designer shall cease performing Services and Client shall pay any outstanding invoices and amounts due for reimbursable expenses. All in -process orders for Materials shall be delivered to Client, subject to Client's payment of any balance which may be due on such Merchandise. 12. Force Majeure If the occurrence of any event beyond the reasonable control of a party makes performance impossible, contrary to law, or commercially unreasonable, such party shall be temporarily excused from performing its obligations under this Agreement for the duration of the event and the excused party shall resume performance of its obligations with due diligence after the expiration of such event. The parties will use their best efforts to overcome the cause and effect of any such suspension. 13. Miscellaneous A. Attorney's Fees Client shall be responsible for all reasonable costs, fees, and expenses incurred by Designer to collect any amount due under this Agreement or otherwise enforce any of its rights arising out of this Agreement. The parties agree that any judgment or order entered will contain a specific provision providing for the recovery of attorneys' fees and costs incurred in enforcing the judgment. B. Relationship of the Parties Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. C. Entire Agreement This Agreement and the attachments hereto set forth the entire understanding between the parties and supersedes all previous agreements, arrangements, and understandings between the parties, whether verbal or written, and may not be amended except in writing and signed by both parties. D. Governing Law and Venue All disputes arising from this Agreement shall be resolved by binding private arbitration with each party to bear its own fees and costs. This Agreement will be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement will be governed by the laws of the State of Iowa without giving effect to provisions regarding conflict of laws. Each of the parties irrevocably submits to the exclusive jurisdiction of any state or federal court sitting in the County of Black Hawk, State of Iowa in any action or proceeding arising out of or relating to this Agreement and irrevocably agrees, on behalf of itself and on behalf of its successors and assigns, that all claims in respect of such action or proceeding may be heard and determined in any such court and irrevocably waives any objection such person may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such a court is an inconvenient forum. 14. Scope of Work Scope of Work: • • Verify and complete inventory of existing product. Complete current layout of existing. Provide programming requirements of new floorplans with City Departments and Architect. Complete design of new plan with existing furniture. Identify and design/specify new/additional furniture with budget. Complete final plans of new design with specifications and details for project bidding. Timing: Work to commence upon signature of Agreement. • Inventory • Current Drawings/Layout of Existing • Programming New Design • New Design with Revisions • New Additional Furniture Specifications • Final Plans/Specifications for Bidding Project Fee: Inventory Current Drawings/Layout of Existing Programming/New Design New Additional Furniture Specifications Final Plans/Specifications for Bidding Total Project Fee 1 week 1 week 2-3 weeks 2-3 weeks 1 week 2 weeks $ 8,000.00 $ 5,000.00 $24,000.00 $ 3,000.00 $ 7,000.00 $47,000.00 In Witness whereof the parties hereto have executed this Agreement, the day and year first written above. DESIGNER: KIRK GROSS COMPANY, WATERLOO, IOWA By: Date: W7c/ CLIENT: CITY OF WATERLOO, WATERLOO, IOWA By Qtie,i- irz9-6ari 3/17/2025 Date: