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FY2026-71 KFRC HVAC System Investigation & Baseline Assessment with RESPECKODIAK ISLAND BOROUGH PROFESSIONAL SERVICES AGREEMENT KFRC HVAC System Investigation & Baseline Assessment FY2026-71 Kodiak Island Borough 710 Mill Bay Road Kodiak, AK 99615 (907) 486-9341 Contract FY2026-71 Professional Services Agreement with RESPEC for KFRC HVAC System Investigation and Baseline Assessment This AGREEMENT, made and entered into May 14, 2026, by and between the KODIAK ISLAND BOROUGH, organized under the laws of the State of Alaska, hereinafter referred to as the 'Borough" and RESPEC a corporation authorized to do business in Alaska, with offices located at 125 W. Evergreen Ave., Suite 102, Palmer, AK 99645, hereinafter referred to as the "Consultant." WITNESSETH WHEREAS, the Borough wishes to enter into an agreement with an independent consultant to KFRC HVAC System Investigation and Baseline Assessment; and, WHEREAS, RESPEC 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 — RESPEC proposal dated May 5, 2026 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 the Borough Manager and include any successor or authorized representative. 1.5 "Project" shall mean the KFRC HVAC System Investigation and Baseline Assessment 2.0 TERM OF AGREEMENT. This Agreement shall take effect upon execution. 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 KFRC HVAC System Investigation and Baseline Assessment ; as described in 4.0 Scope of Services, the Borough will compensate the Contractor an amount not to exceed $14,882.00 Page 2 of 8 Contract FY2026-71 4.0 SCOPE OF SERVICES. The Borough and Consultant have agreed upon a scope of work described in the Consultant's proposal, Exhibit A, to provide professional services based on approved standards and instructions, as specifically described in Exhibit A. 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 Consultant will be performed by: As specified in Exhibit A. 6.2 Changes in Key Personnel. The Consultant 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 Consultant agrees to provide all required professional services to complete the project and any additions or changes thereto. The Consultant accepts the relationship of trust and confidence established between it and the Borough by this Agreement. The Consultant 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 Consultant 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 Consultant agrees to adhere to the standards of the applicable profession. 8.0 TIMELINESS OF PERFORMANCE. Time is of the essence in this Agreement. Consultant'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 Consultant 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 Consultant, the Borough, or the service which may be in effect now or during performance of the services. 10.0 INDEMNITY. The Consultant shall indemnify, defend, and hold harmless the Borough from and against any claim of, or liability for, negligent acts, errors, and omissions of the Consultant 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 Consultant and the Borough, the indemnification, defense, and hold harmless obligation of the Consultant, and liability of the parties, shall be apportioned on a comparative fault basis. In this provision, "Consultant" 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 Page 3 of 8 Contract FY2026-71 other than in the Borough's selection, administration, monitoring, or controlling of the Consultant, or in approving or accepting the Consultant's work or the Consultant's subcontractors. 11.0 INSURANCE. The Consultant understands that no Borough insurance coverage, including Workers' Compensation, is extended to the Consultant while completing the services described in this Agreement. The Consultant 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 Consultant shall not commence work under this Agreement or any work on any phase of the Project until the Consultant 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 to general liability arising out of or from the work performed by Consultant 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. 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, Consultant shall permit the Borough to examine any of the insurance policies specified herein. Any deductibles or exclusions in coverage will be assumed by the Consultant, for account of, and at the sole risk of the Consultant. The minimum amounts and types of insurance provided by the Consultant shall be as set forth in Exhibit B, subject to revision at the Borough's request in order to provide continuously throughout the term of the Agreement a level of protection consistent with good business practice and accepted standard of the industry. 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 Consultant for services hereunder include full compensation for all work products and other materials produced by the Consultant and its subcontractors pertaining to this Agreement. The originals of all material prepared or developed by the Consultant 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 Consultant 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 Consultant included in this project will remain property of the Consultant. Copies will be made available to the Borough upon request. Materials purchased from and copyrighted by third parties are not included in this provision. Page 4 of 8 Contract FY2026-71 14.0 PATENTS, TRADEMARKS, AND COPYRIGHTS. The Consultant 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 Consultant 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 Consultant, 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 Consultant 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 Consultant shall perform the work in a safe and workmanlike manner. The Consultant 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 Consultant a sum equal to the percentage of work completed and accepted by the Borough that can be substantiated by the Consultant 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 Consultant 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 Consultant can establish and which would have been compensated but because of the termination or suspension would have to be absorbed by the Consultant 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 Consultant 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) Page 5 of 8 Contract FY2026-71 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 Consultant 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 Consultant 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 Consultant 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 CONSULTANT. The Consultant shall be an independent Consultant 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 Consultant shall pay all federal, state and local taxes incurred by the Consultant 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 Consultant. 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 Consultant. 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 Consultant 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 Consultant 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 Consultant, will be done at the sole expense of the Consultant. Page 6 of 8 Contract FY2026-71 26.2 Changes in Scope of Work. The Borough or its representative may, at any time, by a written Change Order delivered to the Consultant, make changes to the scope of work, or authorize additional work outside the scope of work. 26.3 Compensation to the Consultant. 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 Consultant for adjustment under this section must be asserted within fifteen (15) days from the day of receipt by the Consultant 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 Consultant 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 RESPEC Attn: Borough Manager 125 W. Evergreen Ave. Suite 102 710 Mill Bay Road, Room 125 Palmer, AK 99645 Kodiak, Alaska 99615 Page 7 of 8 Contract FY2026-71 IN WITNESS WHEREOF, the parties have executed this Agreement. Kodiak Island Borough RESPEC Signed: Signed: By: Aimee Williams Title: Borough, �/ Manager Date: l I A l O By: Colin P Fay Title: Senior Mechanical Enqineer Date: 5/18/2026 ATTEST: IM -M odt 01 a� Borough Clerk Page 8 of 8 125 W. EVERGREEN AVENUE SUITE 102 PALMER,AK 99645 907.707.1215 respec.com Contract FY2026-71 May 5, 2026 Codi Allen Project Manager Kodiak Island Borough 710 Mill Bay Road Kodiak, AK 99615 Dear Codi Allen: RE: Fee Proposal - KFRC HVAC System Investigation & Baseline Assessment PROJECT BACKGROUND RESPEC is pleased to submit this proposal to the Kodiak Island Borough (KIB) for an investigation of the heating, ventilation, and air conditioning (HVAC) systems at the Kodiak Fisheries Research Center (KFRC). KIB is currently experiencing temperature -control issues in the office spaces, and the Borough's air balancing contractor has been unable to complete a Test and Balance (TAB) due to discrepancies between the as -built conditions and the original 2012-2013 design intent. RESPEC's Danny Rauchenstein and Colin Fay served as the original design engineers for that project (then with PDC Engineers) and are uniquely positioned to help KIB reestablish a baseline for the system and bring it back into alignment with the original design intent. / Original design team/ institutional knowledge of the 2012-2013 KFRC HVAC modifications / Clear, actionable deliverable that supports either a repair bid or in-house corrective work / Cost-conscious approach leveraging KIB-provided housing and vehicle to minimize travel expense SCOPE OF SERVICES: RESPEC will perform the following work to investigate the existing HVAC system at KFRC, identify discrepancies from the original design intent, and document findings in a written report that KIB can use as the basis for a repair bid or as a guide for in-house facilities staff and term contractors. PRE -VISIT DOCUMENT REVIEW RESPEC will review the original 2012-2013 design documents, as-builts, sequence of operations, the 2014 Test and Balance (TAB) report, and any additional shop drawings or controls documentation that can be located. The intent is to confirm the original design intent and identify components — such as the mixing -box damper actuator and outside -air (OSA) damper controllers —that may not have been installed or that may have failed. KFHC HVAC INVESTIGATION // 2 MAY 5, 2026 RESpE� SITE VISIT 8 SYSTEM INVESTIGATION One RESPEC mechanical engineer (Colin Fay, PE) will travel to Kodiak for an on-site investigation of the KFRC HVAC system. Anticipated activities include: / Walk -down of the air -handling unit, mixing box, heat -recovery coil, OSA dampers, and associated controls / Verification of damper actuator presence, function, and control wiring (including the Schneider mixing -box actuator and any OSA damper controller) / Spot-check of sensor placement and calibration around the mixing box / Comparison of installed conditions against the original design drawings and sequence of operations / Coordination with the KIB facilities team and the on -island air balancing contractor as needed Site work is anticipated to take one working day. KIB has indicated that a Borough apartment and vehicle will be made available for the duration of the visit; this proposal assumes those resources will be provided at no cost to RESPEC. DISCREPANCY REPORT 8 RECOMMENDATIONS RESPEC will prepare a written report documenting all identified discrepancies between the as- built/installed system and the original design intent, including missing or non-functional components, control issues, and any items from the 2014 TAB report that remain unresolved. For each discrepancy, the report will include a recommended corrective action and an indication of whether the item is suitable for KIB facilities/term-contractor self -performance or whether it should be included in a competitively bid repair package. The report is intended to serve as the basis for either approach. SCHEDULE RESPEC will coordinate the site visit with KIB following Notice -to -Proceed. The draft discrepancy report will be delivered within four (4) weeks of the completion of the site visit, with a final report issued within two (2) weeks of receipt of KIB comments. FEE SUMMARY Phase Mechanical ODCs Total 11#400 - Investiation 7 $14,140.00 $742.00 1 $14,882.00 Subtotal $14,140.00 $742.00 $14,882.00 Est Tax $0.00 Total $14,882.00 Fee is fixed fee lump sum. and services are based on our understanding of the project and the following assumptions and exceptions. Assumptions/Expectations. This proposal is offered on a Time -and -Materials (T&M) basis and includes the following assumptions and exceptions. / Fee Basis. RESPEC will invoice on a Time -and -Materials basis at our then -current standard hourly rates, plus reimbursable expenses (travel, lodging if needed, freight) at cost. A not -to -exceed (NTE) ceiling will be established at Notice -to -Proceed. / KIB-Provided Resources. KIB will provide a furnished apartment and a vehicle for RESPEC's use during the site visit at no cost to RESPEC. If these resources are not available, hotel and rental vehicle costs will be added as reimbursable expenses. Thank you for this opportunity; we look forward to beginning this work. Please call if you have any questions or comments. Sincerely, Colin Fay, PE Senior Mechanical Engineer 05MAY2026 Eric Bridgman, PE Principal RESPEC on behalf of Colin Fay ACCEPTANCE OF PROPOSAL Please return signed if acceptable. The return of this signed document will constitute our Notice -to - Proceed u(nlesss%,otherwise indica/ted. .Ll `�/I/l P.� li.�((/� �t(�• �' Name: i,naee_ ik4vt s Title: 'a�C'iZV(tiC k"Aae— Date: lL4 /1AA"*'f 2� TTEST: ova M. Javier, MNF Borough Clerk DATE: KFRC HVAC INVESTIGATION // 3 MAY 5, 2026 REgpE� / Site Access & Coordination. KIB facilities staff will provide access to all relevant mechanical spaces, controls panels, and the building automation system, and will coordinate with the on -island air balancing contractor as needed. Existing Documentation. KIB will provide RESPEC with all available record drawings, the 2014 TAB report, controls submittals, maintenance logs, and any other documentation in KIB's possession prior to the site visit. / Scope Exclusions. This proposal does not include design of corrective work, preparation of bid documents, construction administration, or replacement equipment selection. Test and Balance (TAB) work will be performed by KIB's air balancing contractor and is not included. / Deliverable. The final deliverable is a written discrepancy report (PDF) suitable for use as a repair - bid basis or as an in-house corrective -work guide. One round of KIB review comments is included. Thank you for this opportunity; we look forward to beginning this work. Please call if you have any questions or comments. Sincerely, Colin Fay, PE Senior Mechanical Engineer 05MAY2026 Eric Bridgman, PE Principal RESPEC on behalf of Colin Fay ACCEPTANCE OF PROPOSAL Please return signed if acceptable. The return of this signed document will constitute our Notice -to - Proceed u(nlesss%,otherwise indica/ted. .Ll `�/I/l P.� li.�((/� �t(�• �' Name: i,naee_ ik4vt s Title: 'a�C'iZV(tiC k"Aae— Date: lL4 /1AA"*'f 2� TTEST: ova M. Javier, MNF Borough Clerk DATE: