TRANSFER OF RESPONSIBILITIES AGREEMENT
BETWEEN
THE STATE OF ALASKA DEPARTMENT OF
TRANSPORTATION AND PUBLIC FACILITIES
AND
KENAI PENINSULA BOROUGH
This Agreement, effective upon execution by the State of Alaska, Department of Transportation and Public Facilities (hereinafter called the State) and the Kenai Peninsula Borough (hereinafter called the Borough). The State and the Borough are entering into this Agreement pursuant to AS 35.15.080 et seq. and any regulations promulgated thereunder. The Borough's coordinator for this agreement is Director, Road Service Area. The State's coordinator for this Agreement is Karen Kristy. Each party agrees to notify the other party of any change in the coordinator. Whereas funds have been appropriated by the Legislature, under Chapter 61 SLA 01 Page 26, Line 9, for the project described in Appendix A of this Agreement and whereas the Borough has submitted a resolution to the State requesting that the Borough be allowed to assume all responsibility for the planning, design, or construction of the project described in Appendix A (hereinafter also referred to as "the project"), the parties mutually agree as follows:
1. The Borough agrees to assume all responsibilities heretofore held by the State relating to the design and construction of the project described in Appendix A, which is hereby incorporated and made a part of this Agreement.
2. The Borough agrees to comply with all applicable codes, statutes, and regulations of the State of Alaska.
3. The State agrees to transfer the funds appropriated by the Legislature for the project to a special account in the State Treasury. The funds transferred to this special account for the Borough shall not exceed a total of Two Hundred Forty-One Thousand Seven Hundred Seventy-Nine Dollars and Fifty Cents ($241,779.50). The State and the Borough agree that any costs required to be incurred for the completion of this project in excess of the above amount will be paid by the Borough.
4. The procedures to be followed by the Borough in drawing on the special account referred to in Paragraph 3 are set out in Appendix B which is hereby incorporated and made a part of this Agreement.
5. Prior to the advertisement for bids, the Borough must obtain the State's approval of the land interest in the project site pursuant to AS 35.15.110. The Borough agrees not to advertise for bids for the project or enter into contract negotiations concerning the project until such approval by the State is forthcoming.
6. The Borough agrees to indemnify and hold harmless the State of Alaska and its agents and employees from and against any and all claims, damages, losses, and expenses arising out of the Borough's assumption of the responsibilities for the design and construction of the project set forth and described in Appendix A.
7. The Borough shall coordinate all regulatory agency reviews and obtain all necessary written approvals from all regulatory agencies.
8. The Borough has the duty of providing for and overseeing all safety orders, precautions, and programs necessary to ensure the reasonable safety for the design and construction of the project. In this connection, the Borough shall take reasonable precautions for the safety of all project employees and all other persons whom the project might affect, and shall inspect all work and materials incorporated into the project and all property and improvements on the construction site and adjacent thereto.
9. The Borough shall forward copies of the design development documents to the State. If anything in these documents conflicts with the project described in Appendix A or is found to be in violation of any statute code, or regulation, the Borough will be notified that further progress payments of project funds are in jeopardy and will not be paid by the State until those conflicting aspects are corrected.
10. The Borough shall submit a quarterly status and expenditure report to the State. The first report shall be due at the end of the quarter in which the agreement was executed and subsequent reports shall be due every three months thereafter until project completion.
11. The Borough, upon completion of the project, shall provide the State with the final expenditure report, certified by the Borough, of all costs incurred in the performance of the project.
12. The Borough shall furnish to the State a copy of the "As-Built" drawings and the document certifying that the project was constructed per approved construction document, codes, and regulations, and per changes to those documents as represented on the "As-Built" drawings and specifications.
13. The Borough recognizes that 2 AAC 45.010 establishes specific audit requirements for agreements executed after August 1, 1985. The Borough agrees to be immediately subject to the audit requirements as set forth in the Alaska Administrative Code 2 AAC 45.010. The State retains the right to audit the project any time within three (3) years upon written notice to the Borough. All project records shall be maintained by the Borough for three (3) years after the date of project acceptance.
14. Within sixty (60) days of the issuance of the final audit report to the State or sixty (60) days after acceptance by the State that the Borough has met the requirements of this Agreement, the Borough will return all unspent project funds to the State of Alaska.
15. Responsibility for the maintenance and operation of the project shall be borne by the Borough.
16. The procedures and standards governing termination of this Agreement by the State for cause are set forth in 17 AAC 55.050, the terms of which are hereby incorporated by reference.
17. If, due to changed circumstances, the State or the Borough wishes to terminate this Agreement prior to its completion, the initiating party shall notify the other party in writing of its reasons for requesting the early termination. This request must be made at least fifteen (15) days prior to the proposed termination date. If both parties agree that it is in their mutual best interest to terminate this Agreement early, all finished or unfinished documents and other materials as described in Paragraph 16 above shall, at the option of the State, become the State's property. If the Agreement is terminated as provided herein, the Borough shall be reimbursed for those actual expenses not otherwise reimbursed under this Agreement which were incurred by the Borough during the Agreement period and which are directly attributable to the Borough's performance of this Agreement. The state shall also reimburse the Borough in honoring convenience termination clauses in this Agreement with its contractors as long as these clauses conform to the standard convenience termination clause used by the State for similar type contracts.
18. If the Borough subcontracts any work under this contract, the Borough shall require the subcontractor to comply, as a condition of the subcontract, with all federal, state, and local laws, including AS 36.05 and law relating to civil rights.
19. The Borough shall ensure that none of the funds paid under this Agreement will be used for the purposes of lobbying activities before the Alaska State Legislature.
20. Unless changed by prior written notice, any notices required by this Agreement must be sent to the following addresses:
STATE: Grant Administration Unit
Division of Construction and Operations
Department of Transportation
and Public Facilities
P.O. Box 196900
Anchorage, Alaska 99519-6900
BOROUGH: Kenai Peninsula Borough
144 North Binkley St.
Soldotna, AK 99669
Attn: Director, Road Service Area
21. The failure of either party, the State or the Borough, to insist in any one or more instances upon strict performance by the State or Borough of any provision or covenant in this agreement may not be considered as a waiver or relinquishment of the provision or covenant for the future. The waiver by the State or Borough of any provision or covenant in this Agreement cannot be enforced or relied upon by the State or Borough unless the waiver is in writing and signed on behalf of the State or Borough.
22. This Agreement may be modified or amended by written Agreement signed by both parties.
APPROVALS:
________________________________________________________ _________
Authorized Signature for Borough Title Date
________________________________________________________ ________
Authorized Signature for State Director, Construction and Operations Date Central Region
APPENDIX A
A. Scope of Work:
The Nikiski Emergency Escape Route is a 4.6 mile borough owned right-of-way which begins at Holt-Lamplight Road (Mile 0) and ends at Marathon Road (Mile 4.6). The road is largely straight with the existing roadway having a good gravel base with adequate drainage. The project will upgrade approximately 2.5 miles of this road, from Mile 2.1 to Mile 4.6. This 2.5 mile section of the road will be widened from the current average width of 17 feet to the recommended 25 feet. In addition, culverts will be added or extended as needed to allow proper drainage, and new finish elevation will be created. The right-of-way will be cleared and grubbed to approximately 30 feet on each side of the road.
Design and engineering will be contracted to engineering consultants responding to Request for Proposals.
Note--The Borough must provide proof of land interest for state approval before proceeding with project.
B. Estimated Cost by Phase:
Design and Administration $ 34,999.50
Construction $206,800.00
TOTAL $241,799.50
C. Estimated Project Schedule:
Date
Advertisement May 15, 2002
Bid Award June 15, 2002
Start of Construction July 15, 2002
Complete Construction September 15, 2002
APPENDIX B
Payment Schedule:
5% $12,089.00 will be retained by the State until final project acceptance and receipt of the as-built drawings.
95% The remaining balance of funding, $229,710.50, will be transferred to the Borough upon execution of this agreement.