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FY2020-06 Thaddeus Professional Services and KIBNovember 3, 2023 Sara Fraser Thaddeus Professional Services P.O. Box 1578 Kodiak, AK 99615 Kodiak Island Borough Community Development Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9363 Fax (907) 486-9396 RE: Professional Services Contract FY2020-06 Dear Sara, In accordance with Section 9 of the professional services agreement FY2020-06, I am writing this letter to give you the 10 -day notice that this contract will be terminated as of November 17, 2023. This contract is no longer needed since the Community Development Department is fully staffed after the recent hiring of a new director and a new associate planner. I would like to thank you for your services to the Community Development Department and I wish you well in your future endeavors. Sincerely, C ris French, AICP Director PROFESSIONAL SERVICES AGREEMENT FOR COMMUNITY DEVELOPMENT SERVICES This Agreement made and entered into this 7 day of 2019, by and between the Kodiak Island Borough, hereinafter "Borough", a general law municipality and a Borough of the second class, whose address is: 710 Mill Bay Road, Kodiak, Alaska 99615, and Thaddeus Professional Services whose address is: P.O. Box 1578, Kodiak, Alaska 99615, and licensed and qualified to do business within the State of Alaska, hereinafter called "Contractor." Section 1. Engagement. The Borough agrees to engage the Contractor to perform those services set forth in the Scope of Work which is attached hereto as Exhibit A and incorporated herein by reference. Section 2. Services. The Contractor warrants that it is qualified and properly licensed and agrees to perform certain services necessary for completion of the tasks defined in the Scope of Work. Section 3. Relationship. The Contractor is an independent contractor and is not to be considered an agent or employee of the Borough. The Contractor has no authority to bind the Borough. Section 4. Compensation. As full compensation for the Contractor's services performed hereunder, the Borough shall pay the Contractor an amount not to exceed $25,000 per fiscal year, at the rates set out in Exhibit B which is attached hereto and incorporated herein by reference. Payment will normally be from monthly invoices detailing the work performed and the duration. No additional compensation in excess of this amount may be claimed unless previously provided for by written amendment. Payments are subject to the availability of lawfully appropriated funds. Section 5. Compensation for Additional Services. In the event the Borough requires services in addition to those described in the Scope of Work, the Contractor shall be compensated at the rates for hourly work and other services set out in Exhibit B. Section 6. Contract Administrator. The Contract Administrator shall be the Borough Manager. Section 7. Ownership. All original documents, including but not limited to, tracings, plans, specifications, maps, reports, basic work notes, sketches, charts, computations, photographs and original negatives thereof, and all other data prepared, obtained or received by Contractor, in the performance of this Agreement, shall be and become the sole and exclusive property of the Borough. Section 8. Term. The term of this Agreement shall commence on signing, at which time the Contractor shall begin service and continue until terminated as described in Section 9. Section 9. Termination. This Agreement may be terminated: a. By either party at any time for failure of the other party to coml conditions of this Agreement; b. By either party upon 10 days prior written notice to the other party; JUN 1 8 2019 FY2020-06 Thaddeus Pro. Svc. c. At any time upon mutual written agreement of both parties. In the event of termination, the Contractor shall stop work immediately and shall be entitled to compensation for professional service fees and for authorized expense reimbursement to the date of termination; and the Contractor shall provide to the Borough all work product completed or in progress at such date and communicate such recommendations and conclusions to the Borough as may have been formed by such date. Section 10. Insurance Requirements. During the entire period of the project or work, the Contractor shall provide the following types of insurance. All policies shall have a thirty (30) day cancellation clause. The Borough shall be insured as additional insured on all insurance policies except professional liability contracts. Each policy of insurance required by this section shall provide for no less than thirty (30) days' advance notice to the Borough prior to cancellation. Failure to provide evidence of adequate coverage is a material breach and grounds for termination of the contract. a. Workers' compensation as required by law. b. Commercial general liability insurance, not excluding explosion, contractual liability or product/completed operation liability insurance - $500,000 per occurrence and $1,000,000 aggregate. c. Comprehensive automobile liability, bodily injury and property damage, including all owned, hired and non -owned, automobile 41,000,000 per each accident. Section 11: Hold Harmless and Indemnity. The Contractor shall indemnify, defend, save and hold the Borough, and their officers, employees and agents harmless from any and all claims, lawsuits, liabilities, penalties, or fines, including attorney's fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property occurring as a result of the Contractor's or any subcontractor's intentional misconduct or negligent acts, errors or omissions in its performance pursuant to this contract. Section 12: No Third Party Beneficiaries. Nothing in this Agreement shall be construed to give any person other than the Borough and the Contractor any legal or equitable right, remedy orclaim under this Agreement, but it shall be held to be for the sole and exclusive benefit of the Borough and the Contractor. Section 13. Non waiver. No delay or omission of the right to exercise any power by the Borough shall impair any such right or power, or shall be construed as a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition of this Agreement by the Borough shall not be construed by the other party as a waiver of a subsequent breach of the same covenant, term or condition. The consent or approval by the Borough to any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. Section 14. Successor and Assigns. Except as otherwise provided herein, the covenants, agreements, and obligations herein contained shall extend to bind and inure to the benefit not only of the parties hereto but their respective personal representatives, heirs, successors and assigns. Section 15. Time of the Essence. Time is of the essence of each term, condition, covenant and provision of this Agreement. 2 1 "Project Section 16. Miscellaneous. a. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement. b. Neither this Agreement nor any rights or obligations hereunder shall be assigned or delegated by the Contractor without the prior written consent of the Borough. c. This Agreement shall be modified only by a written agreement duly executed by the Borough and the Contractor. d. The Contractor shall comply with all applicable local, state, and federal laws, including but not limited to, wage and hour laws and non-discrimination laws. e. Should any of the provisions hereunder be found to be invalid, void or voidable by a court, the remaining provisions shall remain in full force and effect. f. This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. Any dispute shall be brought in the courts of the State of Alaska sitting in Kodiak. g. All notices required or permitted under this Agreement shall be deemed to have been given if and when deposited in the United States mail, properly stamped and addressed to the party for whom intended at such party's address listed above, or when delivered personally to such party. A party may change its address for notice hereunder by given written notice to the other party. 3 1 "Project In Witness Whereof, the parties hereto have executed this Agreement the day and year first above written. Dated: /�pNU eO��G O = Date: ( o -1 - � I 4 1 "Project Kodiak Island Borough By: Michael Pdvlers Borough Manager Approved as to Form: In Scott A. Brandt -Erichsen Borough Attorney Contractor: By: Sara Fraser Owner BOROUGH ACKNOWLEDGMENTS STATE OF ALASKA ) ) ss: THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this'day of " u 2019, before me, the undersigned, a notary public in and for the State of Alaska, duly commissioned and sworn, personally appeared Michael Powers to me known to be the Borough Manager of the Kodiak Island Borough, a municipal corporation, the corporation which executed the above and foregoing instrument; who on oath stated that he was duly authorized to execute said instrument on behalf of said corporation; who acknowledged to me that he signed the same freely and voluntarily on behalf of said corporation for the uses and purposes therein mentioned. WITNESS my hand and official seal the day and year in tr#i€i a first above written. LISA ZEIMER Notary Public NOTARY PUBLIC FOR ALASKA Stale of Alaska My Commission Expires: 9 -.2G (Seal) My Commission Expires Sen ?6.2020 STATE OF ALASKA ) ) ss: THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this /I day of u^� G 2019, before me, the undersigned, a notary public in and for the State of Alaska, duly commissioned and sworn, personally appeared Tara Welinsky to me known to be the Borough Clerk of the Kodiak Island Borough, a municipal corporation, the corporation which executed the above and foregoing instrument; who on oath stated that she was duly authorized to execute said instrument on behalf of said corporation; who acknowledged to me that she signed the same freely and voluntarily on behalf of said corporation for the uses and purposes therein mentioned. WITNESS my hand and official seal the day and year in the icate first above written. (Seal) -t. LISA ZEIMER Notary Public State of Alaska My Commission Expires SOP 26, 2020 ---=F=P Qj�ect NOTARY PUBLIC FOR ALASKA My Commission Expires: Q• 26 • ;-e CONTRACTOR ACKNOWLEDGMENT STATE OF ALASKA ) ) ss: THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this � day of u A) A , 2019, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared Sara Fraser and acknowledged that they signed the same freely and voluntarily for the purposes therein mentioned. WITNESS my hand and official seal the day and year i tificate above written. NOTARY PUBLIC FOR ALASKA LISA ZEIMER My Commission Expires: 9 - G (Seal) Notary Public State at Alaska My Commission Expires Sep 26, 2020 —11—F;—Pro .,. ,..�.m r F.Project EXHIBIT A SCOPE OF WORK Contractor shall perform professional planning and community development services at the request of the contract administrator. Specific services to be provided include the following tasks: A. Aid in the administration of long-range planning and multi-year grant projects. B. Complete the conversion to the UMOT Process. C. Assist in the modification of the ADU Ordinance. D. Draft and assist staff in rewriting provisions of Title 17 of the KIB Municipal Code. E. Draft, edit and assist in the preparation of staff reports as needed. F. Provide support, as needed, to the boards and committees staffed by the Community Development Department. G. Support Community Development Department staff in completing current planning activities (e.g. plat reviews, interagency plan reviews, and permit proposals). H. Provide on-the-job training for Community Development Department personnel. EXHIBIT B PAYMENTS Total contract amount: Not to exceed $25,000 per fiscal year. Hourly contract rate: $125.49 /hour Expenses: Reimbursed for actual out of pocket costs for travel, telephone charges, long distance, copying costs, express delivery fees, postage, and the like based upon itemized invoices.