Provide Turnagain St Upgrade Services

Attachment A
RFP 2026P0XX
Provide A/E Services for Turnagain Street Upgrade

Contract No. _______________
CONTRACT FOR PROFESSIONAL SERVICES
WITH FOR
TURNAGAIN STREET UPGRADE: NORTHERN LIGHTS BLVD TO 35TH AVE
In consideration of the mutual promises herein, ANCHORAGE and ________________ agree as
follows. This contract consists of:
A. Part I, consisting of 15 sections of Special Provisions;
B. Part II, consisting of 11 sections of General Provisions;
C. Appendix A - Scope of Services, consisting of ___ pages; and
D. Appendix B - Fee Schedule, consisting of ___ pages.
PART I
SPECIAL PROVISIONS
Section 1. Definitions.
In this contract:
A. "Administrator" means the Director of the Project Management & Engineering
Department or their designee.
B. "Anchorage" means the Municipality of Anchorage.
C. "Contractor" means ______________________________.
Section 2. Scope of Services.
A. The Contractor shall perform professional services in accordance with Appendix A, which
is attached hereto and incorporated in this section by reference.
B. Anchorage shall not allow any claim for services other than those described in this
section. However, the Contractor may provide, at its own expense, any other services
that are consistent with this contract.
Section 3. Time for Performance.
A. This contract becomes effective when signed on behalf of Anchorage and shall remain
in effect through (date) .
B. The Contractor shall commence performance of the work described in Part I Section 2
on __________________, 20_____, and complete that performance in accordance with
the schedule set forth in Section 2.
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Section 4. Compensation; Method of Payment.
A. Subject to the Contractor's satisfactory performance, Anchorage shall pay the Contractor
no more than _______________________DOLLARS ($______) in accordance with this
section.
B. Anchorage shall pay the Contractor in accordance with the schedule of professional fees
attached as Appendix B and incorporated herein by reference for services actually
performed under this contract. Professional fees may be adjusted over the term of the
contract based on the following formula/index/time frame:________________.
C. Each month the Contractor shall present a bill to the Administrator describing the work
for which it seeks payment and documenting expenses and fees to the satisfaction of
the Administrator. If any payment is withheld because the Contractor's performance is
unsatisfactory, the Administrator must, within 7 days of the payment denial, notify the
Contractor of the payment denial and set forth, with reasonable specificity, what was
unsatisfactory and why.
D. The Contractor is not entitled to any compensation under this contract, other than is
expressly provided for in this section.
E. As a condition of payment, the Contractor shall have paid all municipal taxes currently
due and owing by the Contractor.
Section 5. Termination of the Contractor's Services.
The Contractor's services under Section 2 may be terminated:
A. By mutual consent of the parties.
B. For the convenience of Anchorage, provided that Anchorage notifies the Contractor in
writing of its intent to terminate under this paragraph at least 10 days prior to the
effective date of the termination.
C. For cause, by either party where the other party fails in any material way to perform its
obligations under this contract. Termination under this subsection is subject to the
condition that the terminating party notifies the other party of its intent to terminate,
stating with reasonable specificity the grounds therefor, and the other party fails to cure
the default within thirty (30) days after receiving the notice.
Section 6. Duties Upon Termination.
A. If Anchorage terminates the Contractor's services for convenience, Anchorage shall pay
the Contractor for its actual costs reasonably incurred in performing before termination.
Payment under this subsection shall never exceed the total compensation allowable
under Section 4. All finished and unfinished documents and materials prepared by the
Contractor shall become the property of Anchorage.
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B. If the Contractor's services are terminated for cause, Anchorage shall pay the Contractor
the reasonable value of the services satisfactorily rendered prior to termination less any
damages suffered by Anchorage because of the Contractor's failure to perform
satisfactorily. The reasonable value of the services rendered shall never exceed the
contract rate for such services, and payment under this subsection shall not exceed
ninety percent (90%) of the total compensation allowable under Section 4. Any finished
or unfinished documents or materials prepared by the Contractor under this contract
shall become the property of Anchorage at its option.
C. If the Contractor receives payments exceeding the amount to which it is entitled under
subsections A or B of this section, he shall remit the excess to the Administrator within
thirty (30) days of receiving notice to do so.
D. The Contractor shall not be entitled to any compensation under this section until the
Contractor has delivered to the Administrator all documents, records, work product,
materials and equipment owned by Anchorage and requested by the Administrator.
E. If the Contractor's services are terminated, for whatever reason, the Contractor shall not
claim any compensation under this contract, other than that allowed under this section.
F. Except as provided in this section, termination of the Contractor's services under Section
5 does not affect any other right or obligation of a party under this contract.
G. If a final audit has not been performed before the Contractor's services are terminated,
Anchorage may recover any payments for costs disallowed as a result of the final audit.
Section 7. Insurance.
A. The Contractor shall maintain in good standing, for the entire period of the contact,
the insurance described in subsection B of this section. Before rendering any
services under this contract, the Contractor shall furnish the Administrator with a
Certificate of Insurance in accordance with subsection B of this section in a form
acceptable to the Risk Manager for Anchorage.
B. The Contractor shall provide the following insurance:
1.) $500,000 Employers Liability and Workers Compensation as required by Alaska
Law.
2.) Commercial Automobile Liability in the amount of $1,000,000 combined single
limit to include: owned, hired, and non-owned.
3.) Commercial General Liability including:
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations
$1,000,000 Personal & Advertising Injury
$1,000,000 Each Occurrence
$5,000 Medical Payments
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4.) Professional Liability insurance with limits not less than $1,000,000 per
occurrence and $2,000,000 aggregate.
5) Cyber/Privacy Liability insurance with limits not less than $1,000,000. The Cyber
coverage shall include, but not be limited to, claims involving invasion of privacy
violations (including HIPAA), Information theft, and release of private
information. The policy shall provide coverage for breach response costs as well
as regulatory fines and penalties as well as credit monitoring expenses.
C. Policies written on a "claims-made basis" must have a two (2) year tail of coverage,
or an unbroken continuation of coverage for two (2) years from the completion of
the contract requirements.
D. Each policy of insurance required by this section shall provide for advance notice to
the MOA/Contract Administrator prior to cancellation in accordance with the policy.
If the insurer does not notify the MOA on policy cancellation it shall be the
contractor's responsibility to notify the MOA of such cancellation.
E. With the exception of Workers Compensation and Professional Liability each policy
shall name The Municipality as an "additional insured" and the actual policy
endorsement shall accompany each Certificate of Insurance.
F. General Liability, Workers Compensation, and Automobile policies shall be endorsed
to waive all rights of subrogation against the Municipality of Anchorage by reason of
any payment made for claims under the above coverage. This policy endorsement
shall accompany each Certificate of Insurance.
G. All policies for general liability shall be primary and noncontributing with any
insurance that may be carried by the Municipality.
H. If the Contractor maintains broader coverage and/or higher limits than the
minimums shown above, the Municipality requires and shall be entitled to the
broader coverage and/or the higher limits maintained by the Contractor. Any
available insurance proceeds in excess of the specified minimum limits of insurance
and coverage shall be available to the Municipality.
I. Contractor shall require and verify that all subcontractors maintain insurance
meeting all requirements stated herein, and Contractor shall ensure that the
Municipality is an additional insured on insurance required from subcontractors.
Section 8. Assignments.
Unless otherwise allowed by this contract or in writing by the Administrator, any assignment
by the Contractor of its interest in any part of this contract or any delegation of duties under
this contract shall be void, and an attempt by the Contractor to assign any part of its interest
or delegate duties under this contract shall give Anchorage the right immediately to
terminate this contract without any liability for work performed.
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Section 9. Ownership; Publication, Reproduction and Use of Material.
A. Except as otherwise provided herein, all data, documents and materials produced by the
Contractor under this contract shall be the property of Anchorage, which shall retain the
exclusive right to publish, disclose, distribute and otherwise use, in whole or in part, any
such data, documents or other materials. Exclusive rights shall not be attributed to
portions of such materials presently in the public domain or which are not subject to
copyright.
B. Should Anchorage elect to reuse Work products provided under this Contract for
other than the original project and/or purpose, Anchorage will not hold Contractor
liable for any damages resulting from Anchorage's reuse of work products for an
unintended purpose. Additionally, any reuse of design drawings or specifications
provided under this Contract must be limited to conceptual or preliminary use for
adaptation and the original Constructor's or subcontractor's signature, professional
seals and dates removed. Such reuse of drawings and specifications, which require
professional seals and dates removed, will be signed, sealed, and dated by the
professional who is in direct supervisory control and responsible for adaptation.
C. Equipment purchased by the Contractor with designated contract funds shall be the sole
property of Anchorage marked and inventoried as such with a copy of the inventory
forwarded to Anchorage.
Section 10. Notices.
Any notice required pertaining to the subject matter of this contract shall be either sent via
facsimile (FAX) or mailed by prepaid first class registered or certified mail, return receipt
requested to the following addresses:
Anchorage: Melinda T. Kohlhaas, P.E., PM&E Director
Municipality of Anchorage
Project Management & Engineering Department
P.O. Box 196650
Anchorage, AK 99519-6650
FAX: (907) 343-8088
Contractor: ____________________________
____________________________
____________________________
____________________________
Notices are effective upon the earlier of receipt, proof of good transmission (facsimiles only),
or five (5) days after proof of proper posting.
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Section 11. Contract Budget.
In connection with its performance under this contract the Contractor shall not make
expenditures other than as provided in line items in the contract budget.
Section 12. Force Majeure.
A. Any failure to perform by either party due to force majeure shall not be deemed a
violation or breach hereof.
B. As used in this contract, force majeure is an act or event of substantial magnitude,
beyond the control of the delayed party, which delays the completion of this contract,
including without limitation:
1. Any interruption, suspension or interference resulting solely from the act of the
Municipality or negligent act(s) of the Municipality not otherwise governed by the
terms of this contract.
2. Strikes or work stoppages.
3. Any interruption, suspension or interference with the project caused by acts of God,
or acts of a public enemy, wars, blockades, insurrections, riots, arrests or restraints
of governments and people, civil disturbances or similar occurrences.
4. Order of court, administrative agencies or governmental officers other than the
Municipality.
Section 13. Financial Management System.
The Contractor shall establish and maintain a financial management system that:
A. Provides accurate, current, and complete disclosure of all financial transactions relating
to the contract;
B. Maintains separate accounts by source of funds for all revenues and expenditures and
identifies the source and application of funds for the Contractor's performance under
this contract, including information pertaining to subcontracts, obligations, unobligated
balances, assets, liabilities, outlays and income;
C. Effectively controls and accounts for all municipal funds and contract property;
D. Compares actual expenditures with budgeted amounts and relates financial information
to performance or productivity data including unit cost information where applicable;
E. Allocates administrative costs to direct service delivery units;
F. Minimizes the time between receipt of funds from Anchorage and their disbursement
by the Contractor;
G. Provides accounting records supported by source documentation; and
H. Provides a systematic method assuring the timely and appropriate resolution of audit
findings and recommendations.
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Contract No. _______________
Section 14. Funding Requirements.
In the event that any funding source for this contract should impose additional requirements
upon Anchorage for the use of those funds, the Contractor agrees to abide by those
additional requirements immediately upon receipt of written notice thereof from
Anchorage.
Section 15. Subcontracts.
The Contractor may enter into subcontracts for the purchase of goods and services
necessary for the performance of this contract, provided:
A. Every subcontract shall be reduced to writing and contain a precise description of the
services or goods to be provided and the nature of the consideration paid therefore.
B. Every subcontract under which the Contractor delegates the provision of services shall
be subject to review and approval by the Administrator before it is executed by the
Contractor.
C. Every subcontract in an amount exceeding $1,000.00 shall require reasonable access to
business records of the subcontractor relating to the purchase of goods or services
pursuant to the subcontract.
PART II
GENERAL CONTRACT PROVISIONS
Section 1. Relationship of Parties.
The Contractor shall perform its obligations hereunder as an independent contractor of
Anchorage. Anchorage may administer the contract and monitor the Contractor's
compliance with its obligations hereunder. Anchorage shall not supervise or direct the
Contractor other than as provided in this section.
Section 2. Nondiscrimination.
A. The Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, national origin, ancestry, age, sex, sexual orientation,
gender identity, or marital status, or who is a "qualified individual with a disability", as
that phrase is defined in the Americans With Disabilities Act of 1990. The Contractor will
take affirmative action to ensure that applicants are employed and that employees are
treated during employment without regard to their race, color, religion, mental or
physical disability, sexual orientation or gender identity. Such action shall include,
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without limitation, employment, upgrading, demotion or transfer, recruitment or
recruiting advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training including apprenticeship. The Contractor
agrees to post, in conspicuous places available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
B. The Contractor shall state, in all solicitations or advertisements for employees to work
on contract jobs, that all qualified applicants will receive equal consideration for
employment without regard to race, color, religion, national origin, ancestry, age, sex,
sexual orientation, gender identity, marital status, or mental or physical disability.
C. The Contractor shall comply with any and all reporting requirements that may apply to
it which the Anchorage Office of Equal Employment Opportunity Contract Compliance
may establish by regulation. The contract compliance officer may accept the
contractor's compliance with federal requirements or the contractor's federal reporting
documents in lieu of reporting under this section.
D. The Contractor shall include the provisions of subsections A through C of this section in
every subcontract or purchase order under this contract, so as to be binding upon every
such subcontractor or vendor of the Contractor under this contract. The contract
compliance officer may accept the contractor's compliance with federal requirements
or the contractor's federal reporting documents in lieu of reporting under this section.
E. The Contractor shall comply with all applicable federal, state and municipal laws
concerning the prohibition of discrimination including, but not limited to Title 5 and Title
7, Chapter 7.50 of the Anchorage Municipal Code.
Section 3. Permits, Laws and Taxes.
The Contractor shall acquire and maintain in good standing all permits, licenses and other
entitlements necessary to its performance under this contract. All actions taken by the
Contractor under this contract shall comply with all applicable statutes, ordinances, rules
and regulations. The Contractor shall pay all taxes pertaining to its performance under this
contract.
Section 4. Nonwaiver.
The failure of either party at any time to enforce a provision of this contract shall in no way
constitute a waiver of the provision, nor in any way affect the validity of this contract or any
part hereof, or the right of such party thereafter to enforce each and every provision hereof.
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Section 5. Amendment.
A. This contract shall only be amended, modified or changed by a writing, executed by
authorized representatives of the parties, with the same formality as this contract was
executed.
B. For the purposes of any amendment modification or change to the terms and
conditions of this contract, the only authorized representatives of the parties are:
Contractor:
(title of position)
Anchorage: Mayor, Municipal Manager or Approved Designee
C. Any attempt to amend, modify, or change this contract by either an unauthorized
representative or unauthorized means shall be void.
Section 6. Jurisdiction; Choice of Law.
Any civil action rising from this contract shall be brought in the Superior Court for the Third
Judicial District of the State of Alaska at Anchorage. The law of the State of Alaska shall
govern the rights and obligations of the parties under this contract.
Section 7. Severability.
Any provision of this contract decreed invalid by a court of competent jurisdiction shall not
invalidate the remaining provisions of the contract.
Section 8. Integration.
This instrument and all appendices and amendments hereto embody the entire agreement
of the parties. There are no promises, terms, conditions or obligations other than those
contained herein; and this contract shall supersede all previous communications,
representations or agreements, either oral or written, between the parties hereto.
Section 9. Liability.
A. The Contractor shall indemnify, defend, save, and hold Anchorage harmless from any
claims, lawsuits or liability, including reasonable attorneys' fees and costs, arising from
any wrongful or negligent act, error or omission of the Contractor or any subcontractor
as a result of the Contractor's or any subcontractor's performance pursuant to this
contract.
B. The Contractor shall not indemnify, defend, save and hold Anchorage harmless from
claims, lawsuits, liability, including reasonable attorneys' fees and costs arising from a
Contract with ________________________
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