FY2022-05 KFRC seawater discharge - permitting research 717 E Rezanof DrContract No. F'Y2022-05
Professional Services Agreement with
CRW Engineering Group, LLC
for Engineering and Design Services
This AGREEMENT, made and entered into this V day of September, 2021 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 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.
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 August 27, 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.
3.0 FEES. For engineering and design service described in 4.0 Scope of Service, the Borough will
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Contract No. FY2022-05
compensate the Contractor an amount not to exceed Twenty One Thousand Three Hundred
Fifty Five Dollars and Zero Cents ($21,355.00).
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.
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
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
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Contract No. FY2022-05
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 (34) 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 pen -nit 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
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,
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Contract No. FY2022-05
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/PERFORh1ANCE. 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 Susnension. 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 Susnension 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
perfonned 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 tennination 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:
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
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Contract No. FY2022-05
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 govem 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
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.
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Contract No. FY2022-05
26.2 Chan es 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 Comnensation 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.
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 CRW Engineering Group, LLC
Attn: Borough Manager Attn: Rebecca Venot, P.E.
710 Mill Bay Road, Room 125 3940 Arctic Blvd. Suite 300
Kodiak, Alaska 99615 Anchorage, Alaska 99503
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Contract No. FY2022-05
IN WITNESS WHEREOF, the parties have executed this Agreement.
Kodiak Isla d Borou CRW Engineering, LLC
Signe Signed:__ _ iA P46
By: Michael Powers
Title: Borougi IM agger
Date:
By:
Pete Sellezza
Title:
LLC Member
Date:
9/01/2021
Page 7 oF7
CONTRACT NO. FY2022-05
EXHIBIT A
ENGINEERING GROUP LLC
August 27, 2021
Attn: Dave Conrad
Kodiak Island Borough
710 Mill Bay Road
Kodiak, AK 99615
Re: Kodiak Fishery Research Center Disinfection System Upgrade
Scope and Fee Proposal
Dear Dave,
CRW Engineering Group, LLC (CRW) is pleased to provide this proposal to evaluate disinfection options to
replace the existing aged ozone system at the Kodiak Fishery Research Center (KFRC), owned by the Kodiak
Island Borough (KIB). The KFRC utilizes seawater in their laboratories and aquariums. After use, the water
is filtered and disinfected before discharge in the ocean_ The filtered water should be disinfected using
ozone, but the generation equipment has failed and requires replacement as there are not spare parts
available. KIB is interested in replacing the ozone system with either a new ozone system or an ultraviolet
(UV) disinfection system.
The wastewater treatment system must comply with its operating discharge permits. The Alaska
Department of Environmental Conservation (ADEC)'s Alaska Pollutant Discharge Elimination System
(APDES), or the United States EPA (USEPA) administers most wastewater discharge permits within the
state. No record of the KFRC facility exists in the permit database for either ADEC or the USEPA. The limited
permit documentation KRFC has indicates that the Alaska Department of Fish & Game (ADF&G) may be
the permitting agency. This limited information requires "disinfection of the effluent by chlorine, ozone,
or bromine," which would preclude the use of a UV system unless there is an additional portion of the
permit or an alternative permit is issued.
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.
Task 1 Discharge_ Permit Research and Recommendations
CRW will investigate potential permitting avenues and contact ADEC, ADF&G, and the USEPA as required
to determine if there is an existing permit. A copy of any existing permit(s) will be forwarded to KIB; if no
permit exists, a summary of requirements for a new permit will be provided.
If a permit is not available, CRW will develop a plan to move the facility into compliance. Preliminarily,
we expect that the facility could be permitted under an ADPES individual permit. A memo will be
generated to define the process for permit application and compliance. This task does not include the
actual permit application.
Task 2 Site Visit for Ozone System Replacement
CRW's process and electrical engineer will visit the KFRC facility to evaluate the existing system and
determine the options for equipment replacement. The site visit will focus on the process
interconnections for replacement of the ozone system or installation of a UV system, and we will make
Anchorage Office: 3940 Arctic Blvd. Suite 300, Anchorage, AK 99503 1 (907) 562-3252 fax (907) 561-2273
Palmer Office: 808 5. Bailey St. Suite 104, Palmer, AK 99645 1 (907) 707-1352 www.crweng.com
August 27, 2021
Kodiak Fishery Research Center Disinfection System Upgrade
Scope and Fee Proposal
an assessment of the existing power supply and availability to support these improvements. A review of
the process control system will be conducted to understand required modifications for either
replacement disinfection process.
The results of the site visit will be documented in a summary memorandum.
DELIVERABLES
The following deliverables will be provided:
• Copy of existing permit, or path forward to permitting compliance.
• Copies of permit correspondence issued on behalf of KIB.
• Trip report documenting the site visit and the facility's capacity for improvements.
SCHEDULE
CRW is available to start work on this immediately. The anticipated duration for the identified tasks is as
follows:
• Task 1: Permitting research — 4 weeks. Once an existing permit or path forward is developed, the
permitting schedule will need to be updated.
• Task 2: Site Visit— September 2-3, 2021 + 1 week for summary memo.
FEE
CRW proposes to complete the work on a time and materials basis. The total estimated fee is $21,355.
Details are included in the attached fee estimate.
Assumptions made in preparing this proposal are as follows:
• Lodging and ground transportation for the site visit will be provided by KIB.
• No code analysis of the existing building will be performed.
• Either KFRC or KIB will provide as -built panel schedules for the existing electrical panels to confirm
the existing panel configuration.
• Preparation of a permit application is not included.
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
�Ge�, vt",g
Rebecca Venot, PE
Project Manager, Civil Engineer
907-646-5673
rvenot@crweng.com
2of2
Total
Task &
File: KFRC Disinfection Evaluation Fee_ v2Peto.xlsx
Tab: Tasks 9_Subtasks
Cost
Total I Total
(Votes and Assumptions:
1) Task numbers correspond to Work Task Descriptions.
2) KIB provides lodging and ground transportation.
3) No code analysis of the existing building will be performed.
4) KIS provides as -built panel schedules for the existing electrcial panels_
51 Preparation of a permit application is not included.
CRW Eng neenng Group, LLC Page 1 of 1 Date: 8/27/2021
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File: KFRC Disinfection Evaluation Fee_ v2Peto.xlsx
Tab: Tasks 9_Subtasks
Cost
Total I Total
(Votes and Assumptions:
1) Task numbers correspond to Work Task Descriptions.
2) KIB provides lodging and ground transportation.
3) No code analysis of the existing building will be performed.
4) KIS provides as -built panel schedules for the existing electrcial panels_
51 Preparation of a permit application is not included.
CRW Eng neenng Group, LLC Page 1 of 1 Date: 8/27/2021