FY2019-09 Design services for the Kodiak Fisheries Research Center Electric Boiler project - RSA Engineering in an amount not to exceed $24,763.Contract FY2019-09
Professional Services Agreement with
RSA Engineering, Inc.
for Engineering and Design Services
This AGREEMENT, made and entered into this 10th day of September, 2018 by and between
the KODIAK ISLAND BOROUGH, organized under the laws of the State of Alaska,
hereinafter referred to as the "Borough" and RSA Engineering, Inc, a corporation authorized to
do business in Alaska, with offices located at 670 W. Fireweed Ln. Suite 200, Anchorage, AK
99503, hereinafter referred to as the "Contractor."
WITNESSETH
WHEREAS, the Borough wishes to enter into a contract with an independent contractor
to provide engineering, design, inspection and other services for Kodiak Fisheries Research
Center (KFRC) Electric Boiler project, in Kodiak, Alaska; and
WHEREAS, RSA Engineering, Inc. submitted a proposal asserting it is qualified to
perform these services and able to do so in a timely manner;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
1.0 DEFINITIONS
1.1 "Agreement" shall mean this Professional Services Agreement, including:
Exhibit A — RSA Engineering, Inc. proposal revised September 7, 2018.
1.2 "Change Order" is an addition to, or reduction of, or other revision approved by
the Borough in the scope, complexity, character, or duration of the services or
other provisions of this Agreement.
1.3 'Borough" shall all mean the Kodiak Island Borough, Alaska.
1.4 "Contracting Officer" shall mean Borough Manager, and include any successor or
authorized representative.
1.5 "Project" shall mean the planning, design and other tasks related to the Kodiak
Fisheries Research Center (KFRC) Electric Boiler project in Kodiak, Alaska.
2.0 TERM OF AGREEMENT. This Agreement shall take effect upon execution by both
Borough and Contractor. This Agreement shall remain in full force and effect until the
Project has been completed and further, until all claims and disputes have been
concluded. The work is considered complete when the Borough has received and found
acceptable the finished product of all work described in 4.0 Scope of Services or changes
thereto. This date is not necessarily the Completion Date as described in 5.0 Completion
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Contract FY2019-09
Date. This Agreement may be amended only in writing and upon compliance with all
applicable statutes, ordinances, and regulations.
3.0 FEES. For engineering and design service described in 4.0 Scope of Service, the
Borough will compensate the Contractor an amount not to exceed Twenty Four
Thousand Seven Hundred Sixty Three Dollars and Zero Cents ($24,763.00).
4.0 SCOPE OF SERVICES. The Borough and Contractor have agreed upon a scope of
work described in the Contractor's proposal, Exhibit A, to provide professional services
based on approved standards and instructions.
This Scope of Services can only be changed in writing pursuant to Section 26.0 of this
Agreement.
5.0 SCHEDULE FOR COMPLETION. Reserved.
6.0 PERSONNELIORGANIZATION
6.1 Key Personnel. Work and services provided by the Contractor will be performed
by:
Brian Pekar, P.E.
6.2 Chances in Key Personnel. The Contractor shall give the Borough reasonable
advance notice of any necessary substitution or change of key personnel and shall
submit justification therefore in sufficient detail to permit the Borough to evaluate
the impact of such substitution on this Agreement. No substitutions or other
changes shall be made without the written consent of the Borough.
7.0 STANDARD OF PERFORMANCE. The Contractor agrees to provide all required
professional services to complete the project and any additions or changes thereto. The
Contractor accepts the relationship of trust and confidence established between it and the
Borough by this Agreement. The Contractor covenants with the Borough to furnish its
best skill and judgment, and to further the interest of the Borough at all times through
efficient business administration and management. The Contractor shall provide all
services in a competent manner. It is understood that some of the services to be rendered
hereunder required professional judgment and skill. In those cases, the Contractor agrees
to adhere to the standards of due applicable profession.
8.0 TIMELINESS OF PERFORMANCE. Time is of the essence in this Agreement.
Contractor's failure to meet any such deadlines or required performance may adversely
imperil other contractual obligations of the Borough.
9.0 COMPLIANCE WITH LAWS. The Contractor shall be familiar with and at all times
comply with and observe all applicable federal, state and local laws, ordinances, rules,
regulations, and executive orders, all applicable safety orders, all orders or decrees of
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Contract FY2019-09
administrative agencies, courts, or other legally constituted authorities having jurisdiction
or authority over the Contractor, the Borough, or the service which may be in effect now
or during performance of the services.
10.0 INDEMNITY. The Contractor shall indemnify, defend, and hold harmless the Borough
from and against any claim of, or liability for, negligent acts, errors, and omissions of the
Contractor under this agreement, including attorney fees and costs. The consultant is not
required to indemnify, defend, or (told harmless the Borough for a claim of, or liability
for, the independent negligent acts, errors, and omissions of the Borough. If there is a
claim of, or liability for, a joint negligent act, error, or omission of the Contractor and the
Borough, the indemnification, defense, and hold harmless obligation of the Contractor,
and liability of the parties, shall be apportioned on a comparative fault basis. In this
provision, "Contractor" and "Borough" include the employees, agents, and contractors
who are directly responsible, respectively, to each. In this provision, "independent
negligent acts, errors, and omissions of the Borough" means negligence other than in the
Borough's selection, administration, monitoring, or controlling of the Contractor, or in
approving or accepting the Contractor's work or the Contractor's subcontractors.
11.0 INSURANCE. The Contractor understands that no Borough insurance coverage,
including Workers' Compensation, is extended to the Contractor while completing the
services described in this Agreement. The Contractor shall cavy adequate (commercially
reasonable coverage levels) insurance covering Workers' Compensation, general public
liability, automobile, professional liability, and property damage including a contractual
liability endorsement covering the liability created or assumed under this Agreement. The
Contractor shall not commence work tinder this Agreement or any work on any phase of
the Project until the Contractor provides the Borough with certificates of insurance
evidencing that all required insurance has been obtained. These insurance policies and
any extension or renewals thereof roust contain the following provisions or
endorsements:
a. Borough is an additional insured thereunder as respects liability arising out of
or from the work performed by Contractor of Borough.
b. Borough will be given thirty (30) days prior notice of cancellation or material
alteration of any of the insurance policies specified in the certificate.
c. Insurer waives all rights of subrogation against Borough and its employees or
elected officials.
d. The insurance coverage is primary to any comparable liability insurance
carried by the Borough.
Upon request, Contractor shall permit the Borough to examine any of tate insurance
policies specified herein. Any deductibles or exclusions in coverage will be assumed by
the Contractor, for account of, and at the sole risk of the Contractor.
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Contract FY2019-09
12.0 GOVERNING LAW. The laws of Alaska will determine the interpretation,
performance and enforcement of this Agreement.
13.0 OWNERSHIP OF WORK PRODUCTS. Payment to the Contractor for services
hereunder include full compensation for all work products and outer materials produced
by the Contractor and its subcontractors pertaining to this Agreement.
The originals of all material prepared or developed by the Contractor or its employees,
agents, or representatives hereunder, including documents, drawings, designs,
calculations, maps, sketches, notes, reports, data, models, computer tapes, and samples
shall become the property of the Borough when prepared, whether delivered or not, and
shall, together with any materials fumished the Contractor and its employees, agents, or
representatives by the Borough hereunder, be delivered to the Borough upon request and,
upon termination or completion of this Agreement. Materials previously created and
copyrighted by the Contractor included in this project will remain property of the
Contractor. Copies will be made available to the Borough upon request. Materials
purchased from and copyrighted by third parties are not included in this provision.
14.0 PATENTS, TRADEMARKS, AND COPYRIGHTS. The Contractor agrees to defend,
indemnify, and save the Borough harmless from and against any and all claims, costs,
royalties, damages and expenses of any kind of nature whatsoever (including attorneys'
fees) which may arise out of or result from or be reasonably incurred in contesting any
claim that the methods, processes, or acts employed by the Contractor or its employees in
connection with the performance of services hereunder infringes or contributes to the
infringement of any letter patent, trademark, or copyright. In case such methods,
processes, or acts are in suit held to constitute infringement and use is enjoined, the
Contractor, within reasonable time and at its own expense, will either secure a suspension
of the injunction by procuring for the Borough a license or otherwise, or replace such
method, process, etc., with one of equal efficiency.
15.0 NONWAIVER. No failure of the Borough or Contractor to insist upon the strict perfor-
mance by the other of any of the terms of this Agreement or to exercise any right or
remedy herein conferred shall constitute a waiver or relinquishment to any extent of its
rights to rely upon such terms or rights on any future occasion. Each and every term,
right, or remedy of this Agreement shall continue in full force and effect.
16.0 SAFETY/PERFORMANCE. The Contractor shall perform the work in a safe and
workmanlike manner. The Contractor shall comply with all federal and state statues,
ordinances, orders, rules, and regulations pertaining to the protection of workers and the
public from injury or damage, and shall take all other reasonable precautions to protect
workers and the public from injury or damage.
17.0 SUSPENSION OR TERMINATION.
17.1 Fault Termination or Suspension. This Agreement may be terminated by either
parry upon ten (10) days written notice if the other party fails substantially to
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Contract FY20I9-09
perform in accordance with its terms. If the Borough terminates this Agreement it
will pay the Contractor a sum equal to the percentage of work completed and
accepted by the Borough that can be substantiated by the Contractor and the
Borough, offset by any amounts owed to the Borough. However, within the ten
(10) day Notice of Intent to terminate the party in default shall be given an
opportunity to present a plan to correct its failure.
17.2 Convenience Suspension or Termination. The Borough may at any time
terminate or suspend this Agreement for any reason including its own needs or
convenience. In the event of a convenience termination or suspension for more
than six (6) months, the Contractor will be compensated for authorized services
and authorized expenditures performed to the date of receipt of written notice of
termination or suspension. No fee or other compensation for the uncompleted
portion of the services will be paid, except for already incurred indirect costs
which the Contractor can establish and which would have been compensated but
because of the termination or suspension would have to be absorbed by the
Contractor without further compensation.
17.3 Activities Subsequent to Receipt of Notice of Termination or Suspension.
Immediately upon receipt of a Notice of Termination or suspension and except as
otherwise directed by the Borough or its Representative, the Contractor shall:
a. stop work perforated under this Agreement on the date and to the extent
specified in the Notice; and
b. transfer title to the Borough (to the extent that title has not already been
transferred) and deliver in the manner, at the times, and to the extent directed
by the Borough's representative, work in progress, completed work, supplies,
and other material produced as a part of, or acquired in respect of the
performance of the work terminated or suspended by the Notice.
18.0 EQUAL EMPLOYMENT OPPORTUNITY. The Contractor shall not discriminate
against any employee or applicant for employment because of race, religion, color,
national origin, or because of age, physical handicap, sex, marital status, change in
marital status, pregnancy, or parenthood when the reasonable demands of the position do
not require distinction on the basis of age, physical handicap, sex, marital status, changes
in marital status, pregnancy, or parenthood. The Contractor shall take affirmative action
required by law to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, religion, stational origin, ancestry,
age, or marital status.
19.0 NO ASSIGNMENT OR DELEGATION. The Contractor may not assign, subcontract
or delegate this Agreement, or any part of it, or any right to any of the money to be paid
under it without written consent of the Contracting Officer.
20.0 INDEPENDENT CONTRACTOR. The Contractor shall be an independent contractor
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Contract FY2019-09
in the performance of the work tinder this Agreement, and shall not be an employee or
agent of the Borough.
21.0 PAYMENT OF TAXES. As a condition of performance of this Agreement, the
Contractor shall pay all federal, state and local taxes incurred by the Contractor and shall
require their payment by any other persons in the performance of this Agreement.
22.0 PRECEDENCE AND DIVISIBILITY. The provisions of this Agreement shall fully
govern the services performed by the Contractor. If any term, condition, or provision of
this Agreement is declared void or unenforceable, or limited in its application or effect,
such event shall not affect any other provisions hereof and all other provisions shall
remain fully enforceable.
23.0 ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties as to the services to be rendered by the Contractor. All previous or concurrent
agreements, representations, warranties, promises, and conditions relating to the subject
matter of this Agreement are superseded by this Agreement.
24.0 COMPLETION OF WORK, TERM OF AGREEMENT. The Contractor shall
perform all work in a timely fashion, and in accordance with the schedules included in
this Agreement and Exhibits.
25.0 CLAIMS AND DISPUTES. Venue for all claims and disputes under this Agreement, if
not otherwise resolved by the parties, shall be in the appropriate Alaska State court in
Anchorage or Kodiak, Alaska.
26.0 CHANGES IN SCOPE OF WORK.
26.1 General. No claim for additional services not specifically provided in this
Agreement will be allowed, nor may the Contractor do any work or furnish any
materials not covered by the Agreement unless the work or material is ordered in
writing by the Contracting Officer. Preparation of Change Orders and design
changes, due to errors and/or omissions by the Contractor, will be done at the sole
expense of the Contractor.
36.2 Chanties in Scope of Work. The Borough or its representative may, at any time,
by a written Change Order delivered to the Contractor, make changes to the scope
of work, or authorize additional work outside the scope of work.
26.3 Compensation to the Contractor. If any Change Order for which compensation is
allowed under this Article causes an increase or decrease in the estimated cost of,
or time required for, the performance of any part of the work under this
Agreement, or if such change otherwise affects other provisions of this
Agreement, an equitable adjustment will be negotiated. Such an adjustment may
be:
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27.0
Contract FY2019-09
a. in the estimated cost or completion schedule, or bout;
b. in the amount of fee to be paid; and
c. in such other provisions of the Agreement as may be affected, and the
Agreement shall be modified in writing accordingly.
26.4 Any claim by tate Contractor for adjustment under this section must be asserted
within fifteen (15) days from the day of receipt by the Contractor of the
notification of change; provided, however, that the Borough or its representative,
deciding that the facts justify such action, may receive and act upon any such
claim asserted at any time prior to final payment under this Agreement. Failure to
agree to any adjustment shall be a dispute within the meaning of Section 25.0 of
this Agreement.
LIMITATION OF FUNDS.
27.1 At no time will any provision of this Agreement make the Borough or its
representative liable for payment for performance of work under this Agreement
in excess of the amount that has been appropriated by the Borough Assembly and
obligated for expenditure for purposes of this Agreement.
27.2 Change orders issued pursuant to Section 26 of this Agreement shall not be
considered an authorization to the Contractor to exceed the amount allotted in the
absence of a statement in the change order, or other modification increasing the
amount allotted.
27.3 Nothing in this Section shall affect the right of the Borough under Section 17 to
terminate this Agreement.
28.0 PRIOR WORK. For the purposes of this Agreement, work done at the request of the
Borough or its representative before execution of this Agreement shall be deemed to be
work done after its execution and shall be subject to all [lie conditions contained herein.
29.0 NOTICES. Any notices, bills, invoices, or reports required by the Agreement shall be
sufficient if sent by the parties in the United States mail, postage paid, to the address
noted below:
Kodiak Island Borough RSA Engineering, Inc.
Attn: Borough Manager Attn: Brian Pekar
710 Mill Bay Road, Room 125 670 W. Fireweed Ln. Suite 200
Kodiak, Alaska 99615 Anchorage, Alaska 99503
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Contract FY2019-09
IN WITNESS WHEREOF, the parties have executed this Agreement.
Kodiak Island Borough RSA Engineering, Inc.
By: Michael Powers By:
Title: Borough Manager Title:
Date:
ATTEST:
Nova Javier, MMC
Borough Clerk
(Borough seal)
Date:
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Contract FY2019-09
IN WITNESS WHEREOF, the parties have executed this Agreement.
Kodiak Island Borough RSA Engineering, Inc.
Signed: Signed:
By: Michael Powers By:I WlL+A .i_&_g_, }e_ t I P.,9
J -
Title: Borough Ma ager Title: LS I(r 1 VL
Date: / Date: If 0 I I$
e\ ATTEST: .� AND O,p
O G
LAur,lPcr � M
Nova Javier', MMC
Borough Clerk
(Borough seal)
Page a ora
I
RSA
Contract FY2O19-09 - Exhibit A
Engineering, Ina
July 25, 2016
Revised July 27, 2018
Revised September 7, 2018
Kodiak island Borough
710 Mill Bay Road
Kodiak, AK 99615
ATTENTION:
Matt Gandei
Dear Matt,
REFERENCE: Kodiak High School and Fishery Research Center
Electric Boiler Design
Mechanical & Electrical Engineer&
RSA Engineering is pleased to offer a fee proposal for mechanical and electrical engineering services for
the referenced project. We have based our scope of work on the Following assumptions:
• The project will include mechanical and electrical design for new electric boilers at the Kodiak
High School (KHS) and Fishery Research Center (KFRC).
• The High School electric boiler will be added to the existing boiler system, the four fuel oil boilers
will remain. The VFDs for the pool heat exchanger pumps and the healing expansion lank will
be relocated to create space for the new electric boiler. We will coordinate with local power utility
for new a new electric service to provide power to the new electric boiler.
• The Fishery Research Center electric boiler will be a new boiler to replace one of the existing oil
fired boilers. The existing electrical system will be modified to connect the new electric boiler.
• We will coordinate with the local power utility for new or modified electric services to the buildings
to provide power to the electric boilers.
• We will provide two design submittals, 95% for Owner Review and 100% Construction
Documents for Bidding. We will provide technical specifications inCSI formal with each submittal.
We will provide one copy of design documents at each milestone submittal to allow others to
produce the required number of copies necessary for distribution.
• We will attend one Architectural Review Board meeting after the 95% submittal. We will attend
the meeting by teleconference from Anchorage.
• Site Visits: We have included a mechanical and electrical design phase site visit. We have
assumed one day site visit for both buildings, we split the costs of the site visits even between
the two buildings.
• Bid phase services include preparation of addenda material and attendance at the prebid meeting
by teleconference from Anchorage. We understand the plans for both buildings will be issued as
a single bid package.
• Construction administration (C/A) services include submittal review, DCVR review/response,
review of operation and maintenance manuals, and preparation of record drawings based upon
contractor generated redline mark-ups.
• We have included one mechanical construction inspection and one electrical construction
inspection. We have assumed one day site inspection for both buildings, the costs for the
site visit are included in the KFRC C/A Fee estimate.
Exclusions:
• Travel delays are not included in our fee for site visits outside of Anchorage. Travel delays will
be billed up to 8 hours per day of actual time including reimbursable expenses incurred.
• Cost estimation services are not included in our proposal.
VOW ammed In S1.200A W..1.AK[WT)27&0421 I www,u.etmm
September 7, 2018
• Architectural, Structural, Civil and Hazardous Materials design services are not included in our
fee proposal. We do not anticipate these services will be required, we will verify the need for
additional consultants during our design phase site visit.
RSA proposes the following lump sum design fees for this project:
m Design Fee
Mechanical
Electrical
KHS Plan In t
$ 1,528
$ 1,228
KHS 95% Design Submittal
6,285
$ 4,005
KHS 100% Design Submittal
1,885
KHS Design Subtotal
$ 10,298
KFRC Plan In Hand Site Visit
$ 1,528
$ 1,228
KFRC 100% Design Submittal
$ 3,805
$ 2,605
KFRC 100% Design Submittal
2,045
$ 1.445
KFRC Design Subtotal
$ 7,378
$ 5,278
Lump Sum Design Fee $30,072
RSA proposes the following time and expenses construction administration fee estimate for this project:
FH
CI Fee Mechanical Electrical
KHS Bid Phase $ 393 $ 292
KHS In Office C/A 2,945
KHS CIA Subtotal $ 3,358
=FRC Bid Phase $ 393 $ 292
KFRC In Office CIA $ 2,965 $ 2,945
KFRC Sile Inspection $ 3.056 2,456
KFRC CIA Subtotal $ 6,414 $ 5,693
Subtotal (Time and Expenses CIA Fee Estimate) $18,702
1616 Begin I and SAA r7ablefsh 6 04 off
FRC Design and C/A Subtotal., $ 24,763
Please review and advise if this proposal is acceptable by signing below and returning a copy to our office
as our notice to proceed. We look forward to working with you on this project.
bpp/hhm
18-0384R21P18-265
Attachment
Accepted for Kodiak Island Borough
Sincerely,
Brian Pekar, P.E.
Associate Principal Engineer
P,pc IofG