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FY2022-28 KFRC Ozonator Project 22000Contract No. FY2022-28 Professional Services Agreement with CRW Engineering Group, LLC for Engineering and Design Services This AGREEMENT, made and entered into this 12th day of January, 2022 by and between the KODIAK ISLAND BOROUGH, organized under the laws of the State of Alaska, hereinafter referred to as the 'Borough" and CRW Engineering Group, LLC a corporation authorized to do business in Alaska, with offices located at 3940 Arctic Blvd. Suite 300, 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 an analysis of the options for treatment of seawater discharge at the Kodiak Fisheries Research Center in Kodiak, Alaska, a design for the agreed upon treatment system for bidding purposes, construction administration services for the installation of a new treatment system, and assistance with the Alaska Department of Environmental Conservation permitting process for a discharge permit. WHEREAS, CRW Engineering Group, LLC 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 — CRW Engineering Group, LLC proposal dated December 3, 2021. 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 research and recommendations for seawater discharge permitting at the Kodiak Fisheries Research Center in Kodiak, Alaska and an assessment of the existing ozone system equipment for possible replacement. 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 Date. This Agreement may be amended only in writing and upon compliance with all applicable statutes, ordinances, and regulations. Page 1 of 7 Contract No. FY2022-28 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 One Hundred Twenty -Four Thousand Five Hundred Dollars and Zero Cents ($124,500.00). Fees will be billed on a time and materials basis. 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 PERSONNEL/ORGANIZATION 6.1 Key Personnel. Work and services provided by the Contractor will be performed by: Rebecca Venot, P.E. Pete Bellezza, P.E. Ian Hoffman, P.E. Christi Meyn, P.E. 6.2 Changes 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 the 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 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 Page 2 of 7 Contract No. FY2022-28 indemnify, defend, or hold 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 carry 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 under 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 must 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 the 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. 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 other 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 furnished 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 Page 3 of 7 Contract No. FY2022-28 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 performance 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 party upon ten (10) days written notice if the other parry fails substantially to 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: Page 4 of 7 Contract No. FY2022-28 a. stop work performed 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, national 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 in the performance of the work under 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 Page 5 of 7 Contract No. FY2022-28 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. 26.2 Changes 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: a. in the estimated cost or completion schedule, or both; 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 the 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. 27.0 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 the conditions contained herein. Page 6 of 7 Contract No. FY2022-28 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 Attn: Borough Manager 710 Mill Bay Road, Room 125 Kodiak, Alaska 99615 CRW Engineering Group, LLC Attn: Rebecca Venot, P.E. 3940 Arctic Blvd. Suite 300 Anchorage, Alaska 99503 IN WITNESS WHEREOF, the parties have executed this Agreement. Kodiak Island Borough SO uFAIi[RA�111 By: Roxanne Murphy Title: Borough Manager Date: I / 1 ?.;, I E2— (Borough seal) CRW Engineering, LLC Signed: to'e& aggaa' By: R# A41ezw Title: D -C /nunLr Date: �,1.2%ZOgm Page 7 of 7 G RW ENGINEERING GROUP LLC December 3, 2021 Attn: Dave Conrad Kodiak Island Borough 710 Mill Bay Road Kodiak, AK 99615 Re: Kodiak Fishery Research Center Disinfection System Upgrade Design Scope and Fee Proposal Dear Dave, CRW Engineering Group, LLC (CRW) is pleased to provide this proposal for design, permitting, and construction administration services for disinfection system upgrades at the Kodiak Fishery Research Center (KFRC), owned by the Kodiak Island Borough (KIB). Our preliminary work identified both ozone and ultraviolet (UV) disinfection as viable long-term solutions for disinfecting wastewater from the facility and provided design for a chlorine disinfection system to bring the facility into immediate compliance with discharge permits. SCOPE OF SERVICES CRW proposes to provide the following services under this scope of work. The CRW work will be led by project manager and process engineer Rebecca Venot, PE. Rebecca will be supported by senior electrical engineer, Ian Hofmann, PE, and project process engineer Christi Meyn, PE. Task 1 Disinfection Alternative Analysis CRW's previous work identified rough order of magnitude capital costs for ozone and UV disinfection. This task will refine the capital costs and develop operational costs for the two disinfection options to allow KIB to make a more thorough analysis of the treatment alternatives. The results will be summarized in a memorandum with details of the regular operational tasks required for each option. Task 2 Disinfection System Design & Bidding CRW will develop a draft and final design for the disinfection system KIB identifies as the preferred option from Task 1. The design will include process, electrical, and controls improvements to incorporate the new equipment into the existing process. Each deliverable will be submitted to KIB for review and comment. A review meeting will be held via video conference after each deliverable to discuss the review comments. The final drawings and specifications will be signed and stamped by a professional engineer licensed in the State of Alaska. Bidding and procurement will be by KIB using their standard contracts and procurement documents. CRW will prepare technical specifications in the CSI 49 Division format to supplement KIB's standards. CRW will respond to bidder questions forwarded by KIB and assist in preparing any necessary addenda. Task 3 ADEC Permitting CRW will prepare permit applications for wastewater treatment and discharge from the KFRC for submittal to ADEC for review and comment. Anchorage Office: 3940 Arctic Blvd. Suite 300, Anchorage, AK 99503 1 (907) 562-3252 fax (907) 561-2273 Palmer Office: 808 S. Bailey St. Suite 104, Palmer, AK 99645 1 (907) 707-1352 www.crweng.com December 3, 2021 Kodiak Fishery Research Center Disinfection System Upgrade Design Scope and Fee Proposal The first submittal will be a notice of intent for the ongoing wastewater discharge. Once the construction documents are completed, CRW will submit them to ADEC for an application for construction approval for modifications to the system. When construction is complete, an interim and final request for operation will be submitted. A minimal amount of correspondence and dialogue is anticipated with ADEC for this permitting effort. We assume that NOAA or KIB will coordinate any reviews by ADF&G. Task 4 Construction Administration KIB will manage the construction including contractor interfacing, payment requests, and regular inspections. CRW will support KIB with the following tasks for engineering services during construction: • Meetings: o CRW's project manager will travel to Kodiak for a pre -construction meeting to be held with the successful bidder prior to starting construction. o CRW will participate in weekly construction meetings via telephone/video conference for the duration of construction (assumed to be 10 weeks) • Submittal Reviews o CRW will review process and electrical submittals forwarded by KIB. In the submittal review, CRW will confirm materials and equipment have been approved prior to incorporation in the project. • Requests for Information/Design Clarifications o CRW will respond to requests for information and clarification forwarded by KIB. o The clarifications and responses will be consistent with the intent of the contract documents. • Startup & Substantial Completion o CRW's electrical/controls engineer and process engineer will travel to Kodiak for a combination substantial completion inspection and to witness the startup and testing of the new equipment. o Work items requiring correction or that are incomplete will be documented in a punch list for use by KIB and the Contractor. • Final Completion o CRW's electrical/controls engineer and process engineer will travel to Kodiak for a final inspection to confirm all substantial completion punchlist items were completed. • O&M Manual o CRW will write a basic O&M manual to cover the general operation of the disinfection system and required reporting for ADEC. The manual will not cover the detailed operation of system components, as this information is available in Contractor supplied O&M materials for the individual equipment components. • Record Drawings o CRW will develop final record drawings documenting the as -built condition of the disinfection improvements DELIVERABLES All deliverables will be in the form of electronic PDF's. 2of3 December 3, 2021 Kodiak Fishery Research Center Disinfection System Upgrade Design Scope and Fee Proposal SCHEDULE CRW is available to start work on this immediately. The anticipated duration for the identified tasks is as follows: • Task 1: Disinfection Alternative Analysis — 4 weeks for draft memo, and one week to address comments. • Task 2: Disinfection System Design — 4 weeks for each design phase. • Task 3: ADEC permitting — Discharge permit application in 2 weeks. Balance of permitting to match the rest of the schedule. • Task 4: Construction Administration — as needed with construction. FEE CRW proposes to complete the work on a time and materials basis. The total estimated fee is $124,500. Details are included in the attached fee estimate. Assumptions made in preparing this proposal are as follows: • KIB will provide electronic CAD files for the existing facility if they are available. • Lodging and ground transportation for the site visits will be provided by KIB. • KIB will pay plan review fees directly to ADEC. We appreciate the opportunity to submit this proposal and look forward to assisting you with this project. Please let me know if you have any questions. Sincerely, CRW Engineering Group, LLC [1 I� V Rebecca Venot, PE Project Manager, Civil Engineer 907-646-5673 rvenot@crwenR.com 3of3 File: KFRC Disinfection Design.xlsx Tab: Tasks & Subtasks Kodiak Fishery Research Center Disinfection System Design FEE PROPOSAL (Rev. 12/3/2021) Task & Subtask Description Name, Rate & Projected Hours CRW En ineering Group, LLC W a o W W a ca c x cx a N X > X X X ca`aoO a`O O m O U - O O a� w 0r w 2 w U w w $230 $210 $215 $170 $135 O O Q $110 Total Labor 1 Cost $ Total Expenses 1 Subtask 1 Total Task Task 1 - Disinfection Alternative Analysis Draft Memorandum 1 8 4 16 8 1 $6,680 $70 $6,750 Review Meeting 2 2 $850 $10 $860 Final Memorandum & Recommendation 4 2 4 $1,950 $20 $1,970 Total Task 1: 1 14 8 20 8 1 $9,480 $100 $9,580 $9,580 Task 2 - Disinfection System Design Draft Design Process 1 12 1 32 24 1 $11,200 1 $120 $11,320 Draft Design Electrical/Controls 16 48 $9,920 $100 $10,020 Specifications 16 16 4 $7,340 $80 $7,420 Review Meeting 2 2 2 2 $1,460 $20 $1,480 Final Design Process 12 32 24 $11,200 $120 $11,320 Final Design Electrical Controls 16 48 $9,920 $100 $10,020 Specifications 8 8 4 $3,940 $40 $3,980 Review Meeting 2 2 2 2 $1,460 $20 $1,480 Final Bid Document Preparation 2 2 4 8 $2,610 $30 $2,640 Response to Bidder Questions 2 2 2 2 $1,460 $20 $1,480 Total Task 2: 0 56 64 74 166 0 $60,510 $650 $61,160 $61,160 Task 3 - ADEC Permitting Discharge Permit Application 4 8 $2,200 $30 $2,230 Wastewater Treatment Application for Const. Approval 4 8 $2,200 $30 $2,230 Interim Approval to Operate 2 4 1 $1,100 $20 $1,120 Final Approval to Operate 2 4 $1,100 $20 $1,120 Total Task 3: 0 12 0 24 0 0 $6,600 $100 $6,700 $6,700 Task 4 - Construction Administration Meetings 24 10 $6,740 $1,100 $7,840 Submittal Reviews 4 8 24 24 $9,880 $100 $9,980 RFI's 4 1 4 8 $3,060 $40 $3,100 Startup/Substantial Completion Inspection 24 24 1 1 $9,240 $2,200 $11,440 Final Completion Inspection 16 16 $6,160 $2,200 $8,360 O&M Manual 4 8 $2,200 $30 $2,230 Record Drawings 8 20 $4,060 $50 $4,110 Total Task 4: 0 36 52 98 44 0 $41,340 1 $5,720 $47,060 1 $47,060 TOTAL BASIC SERVICES: 1 118 124 216 218 1 $117,930 1 $6,5701 $124,5001 $124,500 Notes and Assumptions: 1) Task numbers correspond to Work Task Descriptions. 2) KIB provides lodging and ground transportation. 3) KIB pays plan review fees directly to ADEC. CRW Engineering Group, LLC Page 1 of 1 Date: 12/3/2021