FY2010-12 Tellus, Ltd. - KHS Soil Remediation -Contract #2010-12
AGREEMENT FOR PROFESSIONAL SERVICES
KHS Soil Remediation
THIS AGREEMENT is made this � day 04*7009 by and between the Kodiak
Island Borough (KIB) and Tellus, Ltd. of Anchorage, AK, hereinafter called the
Contractor.
WITNESSETH:
That the KIB and Contractor for consideration hereinafter recited agree as follows:
1. Proiect Description. The contractor shall prepare a plan that outlines proposed action for
the remediation of approximately 1600 cubic yards of fuel contaminated soil that was
removed from behind the KHS Voc Ed building during the course of replacement of the
underground storage tanks and which is currently stockpiled on Kodiak High School
grounds.
The work consists of three primary Tasks as follows:
A. Planning. Prepare a plan that outlines the proposed actions to be employed during the
course of the project, including relocation site evaluation, and obtain ADEC approval
for the work.
B. Field Effort. Work with KIB contractor to field screen, collect confirmation soil
samples and document the subsequent relocation and staging of the contaminated soil
stockpiles.
C. Reporting. Prepare and submit a Field Summary Report and obtain ADEC approval for
the work completed.
2. Job Commencement and Performance. The Contractor will commence work on this
project as soon as possible upon receipt of signed agreement.
3. Proiect Manaeer. The project manager shall be Ken Smith, Project Manager of
Engineering and Facilities Department of the Kodiak Island Borough.
4. Compensation. The Kodiak Island Borough agrees to pay the Contractor as his basic
billing rate of $95.00 per hour for all office, field, planning, reporting and estimating work.
Direct reimbursable expenses such as transportation, lodging, subsistence, field expenses,
etc will be invoiced on a cost plus 10% basis. Combined labor and expenses for the Tasks
are estimated as follows:
A. Planning $3,250
B. Field Effort $10'000 - $15,000
C. Reporting $4,850
Work will be invoiced for only the amount of actual charges but shall not exceed $23,100.
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5. Payment. Progress payment requests may be submitted monthly. Final Payment request
shall be made at the end of the project. The Kodiak Island Borough shall pay the Contractor
no later than thirty (30) days after submittal of the payment request.
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, 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 by the Contractor's
sub consultants or suppliers after the Contractor has been paid by the Kodiak Island
Borough for the same under this Agreement.
7. 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 the Kodiak Island
Borough from any payment or payments made under this provision. (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 costs.
8. 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. Both parties must agree
upon any additions or reductions to the amount of this Agreement resulting from authorized
changes, whether initiated by Contractor or the Kodiak Island Borough in writing 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:
a. by mutual acceptance of a lump sum properly itemized and supported by sufficient
substantiating data to permit evaluation; or
b. by the hourly fees stated in the Contract Documents or subsequently agreed upon.
9. 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.
10. 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.
11. Auurovals. The Contractor shall obtain and pay for 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.
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12. 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 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.
13. Time. Definitions:
a. unless otherwise provided, the contract time is the period of time allotted in this
Agreement for substantial completion of the project.
b. the date of commencement of the project is the date established in this Agreement as set
forth above.
c. the date of substantial completion of the project or designated portion thereof is the date
certified by the Project Manger 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.
d. the date of final completion is the date that the Kodiak Island Borough certifies either
orally or in writing that the project is finished.
e. the term "day", as used in the Contract Documents, shall mean calendar day unless
otherwise specifically designated.
f. all time limits set forth herein are of the essence in this Agreement.
14. Payments Withheld. The Kodiak Island Borough may withhold payments from the
Contractor for any of the following reasons:
a. the application for payment mistakes the amount of services completed;
b. defective services not remedied;
c. third party claims filed or reasonable evidence indicating probable filing of such
claims;
d. failure of the Contractor to make payments properly to consultants and contractors or
for professional services, materials, or equipment after the Contractor has been paid for
the same;
e. reasonable evidence that the project cannot be completed for the balance of the contract
sum;
f. reasonable evidence that the project will not be completed within the contract time; and
g. persistent failure to perform the services in accordance with the contract documents.
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15. Final Completion and Final Payment. When project is complete as determined by KIB,
the KIB will cause a final payment to issue and make payment to the Contractor within
thirty (30) days from the date that the project was certified as finally complete on the
conditions set forth below.
16. Termination and Default.
(a) If the Contractor is adjudged as bankrupt, 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 after he has been paid, 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 the Agreement, then the Kodiak Island
Borough may, without prejudice to any right or remedy and after giving the Contractor
seven (7) 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 what ever 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 Manager's additional services made necessary
thereby, such excess shall be paid to the Contractor. The amount to be paid to the
Contractor shall be certified by the Project Manager, upon application, and this obligation
for payment shall survive the termination of the Agreement.
17. Assignment. This Agreement shall not be assigned by operation of law or through
negotiated agreement by the Contractor without the written permission of the Kodiak
Island Borough. However, subcontracting portions -of the project to be performed pursuant
to the Agreement shall not be considered an assignment for the purposes of this Agreement.
18. No 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 affect a waiver of any of the Kodiak Island Borough's or the Contractor's rights
and powers as set forth in this Agreement.
19. 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.
20. Integration. The Agreement and referenced documents represent the entire integrated
agreement between the parties hereto and supersedes all prior negotiations, representations,
or agreements, either written or oral.
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21. Notice. Written notice pursuant to this Agreement 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. AK 99615-6398
Scott Erdmann
Tellus, Ltd.
2551 Susitna Dr.
Anchorage, AK 99517
22. 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.
23. Reuse of Proiect 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.
24. 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.
Kodiak Island Borough
Cv!°' By:
Rick CJ#W
BoroughfAlanager
ATTEST:
t
By:
Nova M. Javier, qMC
Borough Clerk
Tellus, Ltd
By:
Scott Erdmann
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V Ir
r*,ODIAK ISLAND BOROUGH
710 MILL BAY ROAD
KODIA K, ALASKA 996,15
Project Name,, Number & �Location
KHS Soll Remediation Phasz 11
CONTRACT CHANGE ORDER.
Contract, No. 2010-12 Change Order No. I
Amount of Contract & Change Order
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OrigInal Contract010.00
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Revised by MIS 06/'14/016,