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FY2023-25 Kodiak Island Borough Employee Compensation Study To Gallagher Human Resources And Compensation ConsultingContract No. FY2023-25 Professional Services Agreement Gallagher Benefit Services EMPLOYEE COMPENSATION STUDY This AGREEMENT, made and entered into this November, 9, 2022 by and between the KODIAK ISLAND BOROUGH, organized under the laws of the State of Alaska, hereinafter referred to as the "Borough" and Gallagher Benefit Services, Inc. a corporation authorized to do business in Alaska, with offices located at 1.600 Utica Ave. Suite 450, St. Louis Parti, MN 55416 hereinafter referred to as the "Contractor." WITNESSETH WHEREAS, the Borough wishes to enter into a contract with an independent contractor to provide an employee compensation study. WHEREAS, Contractor submitted a proposal asserting the firm 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 — ProposaI of Contractor dated June 15, 2022 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 employee compensation as it pertains to Borough staff positions. 2.0 TERM OF AGREEMENT. This Agreement shall take effect upon execution by both Borough and Contractor. This Agreement shall remain in fall 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. 3.0 FEES. For services described in 4.0 Scope of Service, the Borough will compensate the Contractor an amount not to exceed forty-one thousand dollars ($41,000). 4.0 SCOPE OF SERVICES. The Borough and Contractor have agreed upon a scope of work Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page l of 7 Contract No. FY2023-25 described in the Request for Proposals for consulting services required to produce an employee compensation study dated May 18, 2022 (RFP), Exhibit B, and the Contractor's proposal, Exhibit A, to provide professional services based on the RFI'. This Scope of Services can only be changed in writing pursuant to Section 26.0 of this Agreement. 5.0 SCHEDULE FOR COMPLETION. The project schedule shall be as set out in the Contractor's proposed schedule, with final completion within seven (7) months following notice to proceed. 6.0 PERSONNELIORGANIZATION 6.1 Key Personnel. Work and services provided by the Contractor will be performed by the project team identified in Exhibit A. 6.2 Changes in Key Personnel, The Contractor shall give the Borough reasonable 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. 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 AND LIMITATION OF LIABILITY. 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 Contractor is not required to 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, Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page 2 of 7 Contract No. FY2023-25 administration, monitoring, or controlling of the Contractor, or in approving or accepting the Contractor's work or the Contractor's subcontractors. Contractor's liability to the Borough and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, shall be limited to the amount of the total fees due to Contractor from Borough for the particular services giving rise to the claim. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CONTRACTOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. 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 the general public liability arising out of or from the work performed by Contractor of Borough. b. Any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided to the Borough. c. With the exception of professional liability, Contractor waives all rights of subrogation against Borough and its employees or elected officials. d. The general public liability insurance coverage is primary to any comparable liability insurance carried by the Borough. Any deductibles or exclusions in coverage will be assumed by the Contractor, for account of, and at the sole risk of the Contractor. 1.2.0 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. Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page 3 of 7 Contract No. FY2023-25 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 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 party 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 upon thirty (30) days advance written notice, tenninate or suspend this Agreement for any reason including its own needs or convenience. In the event of a convenience tennination 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: Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page 4 of 7 Contract No. FY2023-25 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, Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page 5 of 7 Contract No. FY2023-25 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. 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. 1f 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: and 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 issuedpursuant 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. Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page 6 of 7 Contract No. FY2023-25 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 Gallagher Benefit Services, Inc. Attn: Mike Verdoorn 1600 Utica Ave. Suite 450 St. Louis Park, MN 55416 IN WITNESS WHEREOF, the parties have executed this Agreement. Kodi Island Borough Signed: By: David Conrad Title: Borough Mlager Date: 1 Z ATTEST: /^'n Nova M. Javier, MMC Borough Clerk Contract FY2023-25 Professional Services Agreement Gallagher Benefit Services Page 7 of 7 Gallagher Benefit Services, Inc. Signed: By: Mike Verdoorn Title: Managing Principal Date: 11/15/2022