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FY2022-16 Professional Services Agreement For Community Development Services Between Duane Dvorak And KIBNovember 3, 2023 Duane Dvorak Consulting in Alaska 415 Cedar Street 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 FY2022-16 Dear Duane, In accordance with Section 9 of the professional services agreement FY2022-16, 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, Chris French, AICP Director PROFESSIONAL SERVICES AGREEMENT FOR COMMUNITY DEVELOPMENT SERVICES This Agreement made and entered into this7#day of c '2021 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 Duane Dvorak, dba Consulting in Alaska, whose address is: 415 Cedar St., 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 ereunder, 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 worknotes, 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 comply with the terms and conditions of this Agreement; b. By either party upon 10 days prior written notice to the other party; or 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 evidenceof 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 producticompleted 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 -$1,000,000 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 forthe 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 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. h. In providing the Services under the Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between there and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, worker's compensation, Insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement. In Witness Whereof, the parties hereto have executed this Agreement the day and year first above written. Dated: DZI Ko k Island B ough By: L David Conrad Borough Manager Attest ' Ilse Rice Borough Clerk Approved as to Form: Y Scott A. Brandt -Erichsen Borough Attomey Col Date:—__aAj6R*– ZI/ BY: Owner BOROUGH ACKNOWLEDGMENTS STATE OF ALASKA ) ) ss: THIRD JUDICIAL DISTRICT } �Q THIS IS TO CERTIFY that on thisV/day of " G , 2021, before me, the undersigned, a notary public in and for the State of Alaska, duly commissioned and sworn, personally appeared David Conrad 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 slated 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 seat the day and year in the certificate first above written. Seal LISA 2EIMER (Seal) Notary Public State of Alaska L mmission Expires Sep 26, 202A STATE OF ALASKA } NOTARY PUBLIC FOR ALASKA My Commission Expires: 9 •.9G "a ) ss: THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that on this day of UI , 2021, before me, the undersigned, a notary public In and far the State of Alaska, duly commissioned and sworn, personally appeared Carolina Cruz to me known to be the Deputy 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 7rtjfi first abov fiiten. NOTARY PUBLIC FOR ALASKA (Seal) LISA ZEIMER My Commission Expires: G Notary Pubifc State of Alaska My Commfsslor► Expires Sep 26, 2024 CONTRACTOR ACKNOWLEDGMENT STATE OF ALASKA ) ) ss: THIRD JUDICIAL DISTRICT ) THIS IS TO CERTIFY that an this 1171" day of � �' � , 2021, before me, the undersigned, a Notary Public in and for the State of Alaska, duly commissioned and sworn, personally appeared Duane Dvorak 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 inthis certificate abov written. =Expires NOTARY PUBLIC FOR ALASJCA My Commission Expires:__ (Seal) 2G, 2624 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. B. Provide assistance, as needed either in person or via zoom for subdivision trainings and meetings. (with staff and public.) C. Provide support, as needed, to the boards and committees staffed by the Community Development Department. D. Train on the drafting of ordinances and resolutions. E. Support Community Development Department staff in completing current planning activities (e.g. plat reviews, interagency plan reviews, and permit proposals). F. Provide on-theJob training for Community Development Department personnel. EXHIBIT B PAYMENTS Total contract amount: Not to exceed $25,000 per fiscal year. Hourly contract rate: $120.001hour Expenses: No reimbursed expenses for actual out of pocket costs for travel. telephone charges, long distance* will be covered by KIB. Copying costs, express delivery fees, postage, and the like will be charged on KIB accounts whenever possible or based upon Itemized invoices.