FY2012-24 Kodiak Construction ServicesPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made this _1.(k day ofl!/iwO_ 20/7 -by and between the Kodiak Island Borough
(KIB) and Kodiak Construction Services (KCS ), her�i`n`aft�er called the Contractor.
WITNESSETH:
That the KIB and Contractor for the consideration hereinafter recited agree as follows:
1. Proiect. The Contractor agrees to perform all services necessary for the completion of
Project Management for various projects—as identified in the Contractor's proposal dated May 10, 2012
made part of this contract. The services provided shall be of professional quality, to the degree of skill and diligence
normally employed by professional contractors or consultants performing the same or similar services at the time
said services are performed.
2. Job Commencement and Performance. The contractor will commence work on this project on the 10th day of
May 2012.
3. Project Manager. The project manager shall be the Director of Engineering and Facilities Department of the Kodiak
Island Borough or his designee.
4. Compensation. The Kodiak Island Borough agrees to pay to the Contractor as compensation for services an hourly
rate of $130 an hour.
5. Payment. All requests for payment shall be for work completed unless otherwise agreed to by the project manager.
The Contractor shall provide any additional information to KIB which may be reasonable in support of any payment
request. Monthly invoices shall be delivered to KIB no later than the 5th day of the following month and shall be
paid within thirty (30) days from the date of the invoice unless KIB shall notify the Contractor in writing of its reason
for not making payment of the sums requested. A service charge of one and one half percent (1.5%) per month may
be charged on balances not paid by KIB within the terms stated above.
6. Indemnification. The Contractor specifically obligates himself to the Kodiak Island Borough in the following
respects to wit: (i) to indemnify the Kodiak Island Borough against, and save it harmless from any and all claims,
suits, or liability, on account of any negligent act or omission of the Contractor, or any of his officers, agents,
employees or servants; (ii) to pay for all materials furnished and services performed under this Agreement.
7. Insurance. (a) Contractor shall at all times, at its own expense, keep in force the following described insurance for
protection against the claims of employees or other persons, insuring both the Contractor and the Kodiak Island
Borough against liability that may accrue against them or either of them in connection with Contractor's performance
under this assignment;
(1) Insurance in at least the required statutory amounts, covering claims under Worker's Compensation,
disability benefits and other similar employee benefit acts;
(2) Public Liability Insurance covering bodily injury, death, and property damage with combined single limit of
not less than $1 million; and
(3) Professional Liability Insurance in an amount of not less than $1 million.
(b) If Contractor fails to comply with the insurance requirements of this Agreement, the Kodiak Island Borough may
terminate the Agreement on ten (10) days written notice;
E:tProfessional Services Agreement - KCS.docl
Page I of 5
(c) Contractor covenants to maintain all insurance policies required in this Agreement for the period of time in which
a person may commence a civil action as prescribed by the applicable statues of limitations. The coverage required
by this Agreement shall over all clams arising in connection with the performance of Contractor under this
Agreement, whether or not asserted during the term of this Agreement and even though judicial proceedings may not
be commenced until after the expiration of this Agreement;
(d) If Contractor is self-insured the Kodiak Island Borough will require a statement to that effect;
(e) Certificate of Insurance for liability and errors and omissions insurance, especially for Contractor acting as agent
(n/a if self insured); and
(f) Kodiak Island Borough must be name as "Additionally Insured"
8. Claims. (a) Partial payments for work performed under this Agreement will equal the value of the work done by the
Contractor at the agreed price, less the sum of previous payments as provided above; provided that the Contractor is
not indebted to the Kodiak Island Borough or anyone else for professional services, fringes, taxes, supplies, materials,
equipment, rental or other proper charges against the services covered by this Agreement. The Contractor will, upon
completion of the Scope of Services and before final payment, furnish the Kodiak Island Borough with reasonable
evidence that all services, labor, materials and equipment have been paid for in full. (b) The Contractor must notify
the Kodiak Island Borough or its agent of any and all claims for costs in excess of the contract amount within ten (10)
days of incurring such cost.
9. Changes and Modifications. (a) The Kodiak Island Borough may, at any time by written order signed by the Project
Manager of the Kodiak Island Borough, make changes in the specifications for services hereunder or in the project
schedule. Any additions or reductions to the amount of this Agreement resulting from authorized changes whether
initiated by Contractor or the Kodiak Island Borough must be agreed upon in writing by both parties hereto, subject
to the contract and sale provisions of the Kodiak Island Borough Code. (b) The cost or credit to the Kodiak Island
Borough resulting from a change in the services or in the project schedule shall be determined as follows:
(1) by mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to
permit evaluation; or
(2) by the hourly fees stated in the Contract Documents or subsequently agreed upon.
10. Prosecution of Work. The Contractor shall prosecute the work in a prompt and diligent manner whenever such
work or any part of it becomes available, in order to promote the general progress of the entire Project. Upon
written request by the Kodiak Island Borough, the Contractor shall furnish to the Kodiak Island Borough such
evidence as the Kodiak Island Borough may require relating to the ability of the Contractor to complete the Project.
11. Delays. In the event the Contractor's performance is delayed or interfered with by acts of the Kodiak Island
Borough, or any other justifiable cause beyond the control of the Contractor, he may request an extension of time for
the performance of same.
12. Approvals. The Contractor shall obtain and pay for all permits, licenses and official inspections made necessary by
his work, and shall comply with all laws, ordinances and regulations bearing on his work and the conduct thereof.
13. Stop Work. (a) If the Contractor fails to correct defective services as required herein or persistently fails to carry
out the project in accordance with the Contract Documents, the Kodiak Island Borough, by a written order signed
personally or by an agent may order the Contractor to stop work, or any portion thereof, until the cause for such order
has been eliminated; however, this right of the Kodiak Island Borough to stop work shall not give rise to any duty on
the part of the Kodiak Island Borough to exercise this right for the benefit of the Contractor or any other person or
entity. (b) If the Contractor defaults or neglects to carry out the work in accordance with the Contract Documents
E:\Professional Services Agreement - KCS.doc2
Page 2 of 5
and fails within fourteen (14) days after receipt of written notice from the Kodiak Island Borough to commence and
continue correction of such default or neglect with diligence and promptness, the Kodiak Island Borough may, after
seven (7) days following receipt by the Contractor of an additional written notice and without prejudice to any other
remedy it may have, make good such deficiencies but use its best efforts to mitigate the cost of curing such default.
In such case an appropriate change order shall be issued deducting from the payments then or thereafter due the
Contractor the cost of correcting such deficiencies, including compensation for the Project Manager's additional
services made necessary by such default, neglect or failure.
14. Payments Withheld. (a) The Kodiak Island Borough may withhold payments from the Contractor for any of the
following reasons:
(1) The application for payment misstates the amount of services completed;
(2) Defective services not remedied;
(3) Third party claims filed or reasonable evidence indicating probable filing of such claims;
(4) Failure of the Contractor to make payments properly to consultants and subcontractors or for professional
services, materials or equipment;
(5) Reasonable evidence that the project cannot be completed for the unpaid balance of the contract sum;
(6) Reasonable evidence that the Project will not be completed within the contract time; or
(7) Persistent failure to perform the services in accordance with the contract documents.
15. Time. (a) Definitions:
1. unless otherwise provided, the contract time is the period of time allotted in this Agreement for substantial
completion of the project.
2. the date of commencement of the project is the date established in this Agreement as set forth above.
3. the date of substantial completion of the project or designated portion thereof is the date certified by the
Project Manager when the project is sufficiently complete, in accordance with the Contract Documents, so
the Kodiak Island Borough can utilize the project or designated portion thereof for the use for which it is
intended.
4. the date of final completion is the date that the Kodiak Island Borough certifies either orally or in writing
that the project is finished.
5. the term "day", as used in the Contract Documents, shall mean calendar day unless otherwise specifically
designated.
a. all time limits set forth herein are of the essence in this Agreement.
16. Final Completion and Final Payment. When project is complete as determined by the Kodiak Island Borough, the
Kodiak Island Borough will cause a final payment to issue and make payment to the Contractor within thirty (30) day
from the date that the project was certified as finally complete on the conditions set forth below.
ETrofessional Services Agreement - KCS.doc3
Page 3 of 5
17. Termination and Default. (a) If the Contractor is adjudged a bankrupt entity, or if he makes a general assignment
for the benefit of his creditors, or if a receiver is appointed on account of his insolvency, or if he refuses or fails,
except in cases for which extension of time is provided, to supply enough properly skilled professionals or proper
services, or if he fails to make prompt payment to subcontractors or for materials or labor, or persistently disregards
laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a
violation of a provision of this Agreement, then the Kodiak Island Borough may, without prejudice to any right or
remedy and after giving the Contractor seven days' written notice, terminate the employment of the Contractor and
take possession of all materials and documents prepared by the Contractor in connection with the Project, and may
finish the work by whatever method it may deem expedient. In such case, the Contractor shall not be entitled to
receive any further payment until the work is finished. (b) If the unpaid balance of the contract sum exceeds the costs
of finishing the Project, including compensation for the Project Contractor's additional services made necessary
thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay
the difference to the Kodiak Island Borough. The amount to be paid to the Contractor or to the Kodiak Island
Borough, as the case may be, shall be certified by the Project Manager, upon application, and this obligation for
payment shall survive the termination of the Contract
18. Assignment. This Agreement shall not be assigned by operation of law or through negotiated Agreement by the
Contractor without the written permission of Kodiak Island Borough. However, subcontracting portions of the
Project to be performed pursuant to this Agreement shall not be considered an assignment for the purposes of this
Agreement.
19. Waiver. Failure of the Kodiak Island Borough or the Contractor to enforce a specific section of this Agreement
against one another or to enforce a particular demand of the Kodiak Island Borough or the Contractor made pursuant
to the terms of this Agreement shall not effect a waiver of any of the Kodiak Island Borough's or the Contractor's
rights and powers as set forth in this Agreement.
20. Written Notice. Written notice shall be deemed to have been duly served if delivered in person to the individual or
member of the firm or entity or to an officer of the corporation for whom it was intended, or if delivered at or sent by
registered or certified mail to the last business address known to him who gives the notice.
21. Integration. The Agreement and the referenced documents represent the entire and integrated agreement between
the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral.
22. Notice. Written notice pursuant to this Contract shall be deemed delivered to either party if hand delivered to a
superintendent or officer of a party or mailed to the parties at the following addresses:
Kodiak Island Borough
Office of the Manager
710 Mill Bay Road
Kodiak, Alaska 99615-6398
Kodiak Construction Services
Attn: Chris Lynch
11175 Lake Orbin Dr.
Kodiak, AK 99615
23. Kodiak Island Borough Furnished Data. Kodiak Island Borough will provide to the Contractor all data in Kodiak
Island Borough's possession relating to the Contractor's services on the Project. The Contractor will reasonably rely
upon the accuracy, timeliness, and completeness of the information provided by Kodiak Island Borough.
24. Reuse of Prosect Documents. All reports, documents and other deliverables of the Contractor, whether in hard copy
or in electronic form, are instruments of service for this Project, whether the Project is completed or not. Reuse on
another project, change, or alteration by Kodiak Island Borough or by others acting through or on behalf of Kodiak
Island Borough of any such instruments of service without the written permission of the Contractor will be at Kodiak
Island Borough's sole risk.
EAProfessional Services Agreement - KCS.doc4
Page 4 of 5
25. Litigation Assistance, The Scope of Services does not include costs of the Contractor for required or requested
assistance to support, prepare, document, bring, defend or assist in litigation undertaken or defended by Kodiak
Island Borough. All such Services required or requested of the Contractor by Kodiak Island Borough, except for suits
or claims between the parties to this Agreement, will be reimbursed as mutually agreed, and payment for such
Services shall be in accordance with Section 5, unless and until there is a finding by a court or arbitrator that the
Contractor's sole negligence caused Kodiak Island Borough's damage.
26. Certification. The Contractor certifies that it is not debarred, suspended, proposed for debarment or declared
ineligible for work with the State of Alaska. Contractor shall notify the Kodiak Island Borough within five (5)
working days of any such action brought against the Contractor during the term of this Agreement.
The terms of this Agreement shall be from
KODIAK ISLAND BOROUGH
r% d g ��
Rick L. Gifford, Borough
ATTEST:
Nova J vier, CM
Borough Clerk
EAProfessional Services Agreement - KCS.doc5
Page 5 or 5
to 2012.
CON7SR
By:
1 s Lynch, Owner
0
1
s_
s
]KOIIDIIA]K CONSTRUCTION SERVICES
11175 Lake Orbin Drive
Kodiak, AK 99615
907-539-2494
May 10, 2012
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
Attn: Woody Koning, Director, Engineering & Facilities
Re: Project Management Proposal
Dear Woody:
Kodiak Construction Services is pleased to submit a proposal to provide project
management services for miscellaneous KIB projects including the Landfill Expansion
Projects, Phase 1 and 2; the UMBR Parking Lot, Long Term Care Facility and R&R
projects. We will provide these services for an hourly rate of $130/hour. We will provide
certificates of insurance, our own vehicle and our own computer for this support.
If you have any questions please call.
Since y,
r
hris Lynch