FY2020-06 Professional Services Agreement For Community Development Services Between Thaddeaus And The Kodiak Island BoroughNovember 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.
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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.
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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.