FY2021-32 Ahera Inspection Services for schools60:f ul)
KODIAK ISLAND BOROUGH
Professional Services Agreement with
SATORI GROUP, INC.
for AHERA Inspection Services
This AGREEMENT, made and entered into this 13th day of May, 2021 by and between the
KODIAK ISLAND BOROUGH, organized under the laws of the State of Alaska, hereinafter
referred to as the 'Borough" and Satori Group, Inc. a corporation authorized to do business in
Alaska, with offices located at 1310 East 66h Avenue, Suite 2, Anchorage, AK 99518
hereinafter referred to as the "Contractor."
WITNESSETH
WHEREAS, the Borough wishes to enter into a contract with an independent contractor
to provide AHERA inspection services for school facilities on Kodiak Island; and
WHEREAS, Satori Group, Inc. 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:
a. Request for Proposals dated April 19, 2021
b. Proposal submitted by Satori Group, Inc. dated May 4, 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 AHERA inspections and reporting at school facilities on
Kodiak Island.
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
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Completion Date. This Agreement may be amended only in writing and upon compliance
with all applicable s!atutes, ordinances, and regulations.
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 Nine Thousand Two
Hundred Eighty Dollars and Zero Cents ($9,280.00).
4.0 SCOPE OF SERVICES. The Borough and Contractor have agreed upon a scope of
work described in the Request for 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. All inspections and reports are to be completed and
submitted to the Kodiak Island Borough no later than August 31, 2021.
6.0 PERSONNEL/ORGANIZATION
6.1 Key Personnel. Work and services provided by the Contractor will be performed
by:
Alan Caldwell
Mike Williams
6.2 Changes in Key Personnel, The Contractor shall give the Borough reasonable
advance no -.ice 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.
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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 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.
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c. Insurer viiaives all rights of subrogation against Borough and its employees or
elected dfficials.
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d. The insul rance 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.
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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, toge4her 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 copyri;;hted 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 perfor-
mance 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/PERFORIAANCE. The Contractor shall perform the work in a safe and
workmanlike mann�?r. 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 TermiMation 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 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
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termination pr suspension. No fee or other compensation for the uncompleted
portion of t*e 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 v<ithout further compensation.
17.3 Activities Sabseauent to Receipt of Notice of Termination or Suspension
Immediately' upon receipt of a Notice of Termination or suspension and except as
otherwise di; ected by the Borough or its Representative, the Contractor shall:
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 states.
19.0 NO ASSIGNMENT OR DELEGATION. The Contractor. may not assign, subcontract or
delegate this Agredment, or any part of it, or any right to any of the money to be paid
under it without writ'.en consent of the Contracting Officer.
20.0 INDEPENDENT CONTRACTOR. The Contractor shall be an independent contractor in
the performance o theder 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 `all 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.
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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 Ext-ibits.
25.0 CLAIMS AND DISOUTES. 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 Kodi2k, Alaska.
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26.0 CHANGES IN SCOPE OF WORK.
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 Chances 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 es':imated cost or completion schedule, or both;
b. in the angount of fee to be paid; and
c. in such `other provisions of the Agreement as may be affected, and the
Agreem(+nt shall be modified in writing accordingly.
26.4 Any claim 0 the Contractor for adjustment under th's section must be asserted
within fifteei (15) days from the day of receipt by the Contractor of the
notification c,.f 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.
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27.2 Change ordars issued pursuant to Section 26 of this Agreement shall not be
considered ,3n 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 tl�iis Section shall affect the right of the Borough under Section 17 to
terminate this Agreement.
28.0 PRIOR WORK. Fc 'r the purposes of this Agreement, work done at the request of the
Borough or its reprE.sentative before execution of this Agreement shall be deemed to be
work done after its (:xecution and shall be subject to all the conditions contained herein.
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 Satori Group, Inc.
Attn: Borough Manager Attn: Alan Caldwell
710 Mill Bay Road, Room 125 1310 East 66'h Avenue, Suite 2
Kodiak, Alaska 99615 Anchorage, AK 99518
IN WITNESS WHEREOF, the parties have executed this Agreement.
Kodiak Island Boroug In / Satori Group, Inc.
Signed: �/ /-�G Signed:
By: Michael Powers By: 14t4v L4ti�fl�
Title:
Borough Manager
Date:
US yfo �L
(Borough sea])
Title: C/✓l4w-;i;>45 4fz-
Date: s�Rq/xt
�y�PND BORDG
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