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FY2016-08, EXT A-E; Threshold Services Inc. for Recycling ServicesKodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9342 Fax (907) 486-9394 dconrad@kodiakak.us June 16, 2020 Chris Lynch Threshold Services, Inc. PO Box 8709 Kodiak, AK 99615 RE: Month -to -Month Extension of Recycling Contract FY2016-08r Dear Chris: The Kodiak Island Borough wishes to exercise our option for a month to month extension to your existing Recycling Contract. The same provisions of the original contract will remain in effect. The Kodiak Island Borough has scheduled the proposed contract award for the regular Assembly meeting of July 16, 2020. The contract proposal will be discussed at the Assembly work session of July 9, 2020. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely, Achael wes, Manager K fi Island Borou h Chris Lynch Threshold Services Inc., President Attested By, Date Date- —U LSL .. :W Date July 17, 2019 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone(907)486-9357 Fax(907)486-9394 dconrad@kodiakak.us RE: Fourth of Four One -Year Extensions on Agreement for Recycling Services Contract Contract# 2016-08D Dear Chris, With this letter the Kodiak Island Borough wishes to exercise our option for the fourth (1) year extension to your existing Agreement for Recycling Services Contract until June 30, 2020. The same provisions of the original contract will remain in effect. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely, Mi hael, Powers, Manager, I odiak Island Borough L (J Chris Lynch Threshold Services ,�yv, iay 7-3�"j Date 44SKq G1 2 f Y dl0f6-Q8 C Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9343 Fax (907) 486-9394 mbamett@kodiakak.us April 11, 2018 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 RE: Third of Fourth One -Year Extension on Agreement for Recycling Services Contract Dear Chris, With this letter the Kodiak Island Borough wishes to exercise our option for the third (1) year extension to your existing Agreement for Recycling Services Contract until June 30, 2019. The same provisions of the original contract will remain in effect. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely, Mi ael, Powers, Manager, Kodiak Island Borough A � - ( /" s Lynch Threshold Services `f-/Z-/�' Date April 14, 2017 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 F49016 ©SB Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone(907)486-9342 Fax(907)486-9394 btucker@kodiakak.us RE: Second Year Extension on Agreement for Recycling Services Contract Dear Stephanie, With this letter the Kodiak Island Borough wishes to exercise our option for the Second year extension to your existing Agreement for Recycling Services Contract until June 30, 2018. The same provisions of the original contract will remain in effect. Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. Sincerely! �,. %IVAVi Michael Powers Island through Manager Threshold Services 611/da at `D ZD Date P.O. Box 8709 Kodiak, AK 99615 Phone (907) 486-6551 www.thresholdservicesinc.org Bob Tucker, Threshold Services, Inc. RECEIVED MAY 15 2017 KODIAK ISLAND dOROUGF? 710 Mill Bay Rd Kodiak AK 99615 tA May 10, 2017 Thank you for extending Threshold's contract with Kodiak Island Borough. By choosing to extend our contract you are giving job security to all of us here at Threshold Services. And, more than half of our employees experience barriers that would make it very difficult to find jobs elsewhere. Thank you for your business and all your support. Thank you, Stephanie Mason Executive Director 907.942.0565 Threshold Services Inc. is an equal opportunity employer and provider. May 11, 2016 Threshold Services, Inc. PO Box 8709 Kodiak AK 99615 i I Kodiak Island Borough Engineerit :g & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486 -9342 Fax (907) 486 -9394 btucker @kodiakak.us RE: First Year Extension on Agreement for Recycling Services Contract Dear Ken, With this letter the Kodiak Island Borough wishes to exercise our option for the First year extension to your existing Agreement for Recycling Services Contract until June 30, 2017. The same provisions of the original contract will remain in effect, Please review the following insurance certificates: General liability, Worker's Comp, and Automobile Insurance with the Borough named as "additional insured;" to make sure they are current with the limits outlined in the original agreement. After review of said documents please provide the Kodiak Island Borough with a copy of the documents for our records. You may acknowledge your acceptance of this renewal by signing at the bottom of this document and returning to our office. — (, 1,:3 1 IL-6 Date AGREEMENT FOR RECYCLING SERVICES rygolef —OF THIS AGREEMENT imade this 19st of June 2015 by and between the Kodiak Island Borough (K]B')and Threshold Services, Inc.,hereinafter called the Contractor. WITNESETH- That the KIB and Contractor for the consideration hereinafter recited agree as follows: Pr wectt.The Contractor agrees to perform services which shall be defined by the following and any additional specifications and addenda thereto which are signed by the parties or incorporated herein as part of this Agreement, which documents are Itercinafter referred to as the Contract Documents. The essential project activities include the Contractor's response to the letter received on 12 June 2015 from your office regarding the Draft Memorandum to the KU3 Assembly- Addendum to the Recycling Processor RFP, sent via e-mail on 08 June 2015 to Threshold Services Inc. (TSI) for review I comment. The addendum was drafted following a proposal negotiation meeting with TSI representatives and KIB E/F staff on 04 June 200 all other iterns outside of this addendum listed in the RPP are binding. The Contractor will provide all labor, equipment, personnel, quarterly reports, and payment in-voices in as timely manner as outlined in this Agreement. The Contractor agrees to perform all services necessary for the processing and shipment of recyclable materials within the city and borough limits., The KIB will continue to cover costs associated with tipping the six cardboard recycling dumpsters that are received by the Contractor. Threshold will collect and process cardboard, mixed paper/paperboard, newspaper, plastic, aluminum cans and office paper. Rccycliablc material does not include large metal items such as vehicles, parts of vehicles, appliances or home construction type of siding. Contractor will implement the processing methods and collection as described in its RFP Proposal and the final addandurn and cover all costs associated with Contractor's collection and handling of recyclable materials. 1. Job Cue mmencernent and Performance. The Contractor shall commence work onn fuly 6, 2015. 1 Duration of Aprpemant The term of this agreement is for one (1) year with four (4) one.- ye ° (1-year) extension options. The agreement will start on July 6, 2015. If one or both extension options are exercised KE3 and the Contractor agree to evaluate and/or negofiate an increase/decrease due to inflation and/or change in scope of services. Threshold must notify K113 of its intent to propose extension terms sixty (60) days pfior to end of the term of the agreement. KM holds exclusive right to extend the term of the agreement pending Assembly approval. 3. EPEm N.' ct Main _fflgfl#ggL The project manager shall be the KM's Environmental Specialist in the Engineering and Facilities Department of the KIB or KIB Manager's designee. 4. Com RL msaflon. The KIB agrees to pay to the Contractor as compensation for set'vices under the following paymen-t schedulc: (,a) $20,687.00 per month as as flat rate, regardless of weight or volume. This price is based on processing an estimated 650 tons. (b) Addendum to modification #3: TI requests the baseline price to be based on the average price paid to'rS] for the three major recyclables during the 2-year period encompassing CY2013 1014 The KEB will continue to cover costs associated widi tipping the six c:ardboard recycling dumpsters that are received by the Contractor. 54 faxm-ent. Payment will be as rriointhly flat rate, Contractor will be responsible for monthly invoicing to KIB Engineering/Facilifies Department. The Contractor shall provide documentation that satisfies KIB and will provide easily understandable and reproducible forms of back up information that is accurate and minimizes review time by KIB. The Contractor shall provide any additional information to KEB which may be reasonable in support of any payrnerit request. Morhthly invoices and backup shall be delivered to KIB no Wer than the end of die following month and shall be paid within thirty (30) days from the date of the invoice unless KIB notifies the Contractor in wrifing of Us reason for not making paymend of the sums requested. 6. Collection Plan. Contractor will adhere to the collection plan and processing methods based upon its RFP Proposal and addendum. T E(Lum ment and Personnel. The Contractor has identified, as shown iiiii RFP Proposal and X Addendurn hereto, the equipment to be used in the collection and processing of recyclable material.This identification si-iiall include the minimum following inforn.iation (a) Equipment type, (b) Equipment quantities, (c) Availability of backup equipment. The Contractor Alias also identified in Rr-P Proposal the number ofpcirsonnel necessary to meet the requdrements of this Agreement. Personnel listed shall includc inanagernew, supervisor�y, customer service, equ.ipment operators, collection personnel, etc. Any changes to rnanaclernerd personnel shall be promptly communicated to KTB. S. Final 1311[smosition of Recimlaale Materials. It is the responsibility or the Contractor to ensure that collected material is processed and recycled. To this end the Contractor is to 1) docurnerit the final disposition of the collectcd material as part of the quarterly it eporting requirement. 9. Documentation. Contractor shall maintain throughout the duration of the Agreement plus three (3) years, ocurnentaition on all of the services provided. Contractor shall maintain records to substantiate all work performed and fees requested. Such records shall include, but not be limited to, daily records on the pounds of processed recyclables, shipment records and location of recyclable pick up locations etc. Copies or portions of this documentation may be requested by KfB to be supplied with Contractor's monthly requests for payment. 10. Records andR. AM!A�� r (a) Records. Contractor will collect and record, at as minimum, the following Ln information daily, indicating the day of the week and date: (i) Tonnage� Tons of Rccyclables - weight of each load (gross, tare and net); receipts from the recyclatiles processing facilities. (b) Reports. Contra.ctor will include the following informafion in its Quarterly Report as described in the KIB RFP and Contractors RFP Proposal: as summary of the records for tonnage, and any additional information requested by Kffl� (c) 11inventory. Contractor will submit its inventory of Service Assets to include- (i) an general description of its maintenance yards, facilities, drop off locations ctc.; the or ace and any other administrative and customer service offices, (H) Vehicles described by type (i.e. manufacturc and model number for cab, chassis and body; and descriptive notation said as front end loader, compactor etc.), number, DMV license number, the age of the chassis and body, type of body(open-top, closed etc.); type of fuel used; the date of acquisition; the maintenance and rebuilt status; lease or installment purchase information. 11. Conimunication. All official communications from Contractor to KM regarding this Agreement will be directed to the Project Manager. 12., Recvc1 a11x1 es Processil— and Markefina Contractor may change its selection of recyclables processing facility and noffy KM within 30 days of doing so. If the recyclables processing facility is wholly or partially inoperable for any reason, including uncontrollable circumstances, Contractor will make other arrangements to process Recyclables or to transport the recyclables to the recyclables processing facility without increase of the Contractor compensation despite any consequent additional costs to Convactor. 3 134 Service Standards. Contractor will provide sir-vice in accord ance with the. following pro-visions: (a) Litter,Spills and Leaks. (i) Litler. Contractor will ensure that each collectiori -vehicle, carries as broornn and shovel at all thnes for this purpose. (H) Material SpilLs... Contractor will transport irecyclables only in covered vehicles, Contractor will prevent niaterials from escaping, dropping, spilling, lb lowing or scattering from vehicles during collection and transportation. Contractor will imirnediately clean up any naawfials, that are dropped, blown., spilled, scatt ered, or vacked onto any alley, street or public or private place.. (iii) Liquid Leaks. During collection tind transportation, Contractor will also prevent oil, hydraulic fluid, paint cn- officr liquid from leaking out of vehicles. Contractor will ensnare that each collection vehicle case-rtes petroleum absorbent materials. Contractor will immediately cover leaked fluids with absorptive matefials, remove those materials from the ground and apply as cleaning ag cnL to cleninse the soiled spcL Contracinr will assure that no hydraulic fluid or other Iliquid leaks from any vehiMe onto the pavernm-st. If an leak does occur, Contractor will irniti,itdiately clean it up. (b) Customers' Privacy. Contractor will strictly ot7serve and protect c:Ustarners, fights of privacy. Contractor will not. reveal information identifying individual custorners or the composition or contents of as cusumier's waste 5-Arearn to any parson (other than the KEB) unless upoin the authority of an court of law, by applicable law or by valid authoriz-afion of the rustomer, and will usc reasonable business efforts keep that infor-ramion confidential among staff and its consultants. This provision will not be constrund to precitide Contractor from preparing, participating in or assiSfing in the preparation of waste characterization studies or waste strcam analyses that may be rcquired by applicable laww. hi addition, Contractor will not market, sell, convey, or donate tc any person any list with the name or address of customers. The rights accc)rded cum Hers pursuant to this sectiori me in addition to any other privacy right accorded cat torn pursuant to applicable law. Coraraq.:-,tor will use reasonable business efforts to keelp information with respect to customers and c:ustonier service information (such as, accounts serviced, containers, special services, recyclables inventory, sales of 4 recyclables and contaminants) confidential among staff and its consultants, if any, as per tied by applicable law. (c) Vehicles and Drivers. (i) Leak-proof Vehicles. Vehicles used in collection or transportation of recyclables must have watertight bcds of metal or impervious material that can be cleaned. (H) Vehicle Identification, Contractor will ensure that its name and telephone number are clearly shown on each vc huh cle, indicating that the vehicles are owned and operated by Contractor. (d) Facilities. (i) Mces. Contractor will maintain an administrative office ((he "Offlee") located in the K113 or City of Kodiak (CoK) at the address provided [in Contractor Documentation. (ii) Operations Yard. If Contractor sites its operations and maintenance facilities in the KEB or CoK, it will do so in accordance with applicable laws, including zoning laws, with ample ingress and egress for vehicles. Contractor will maintain its facility in an neat, clean and presentable manner, including regular sweeping of related grounds for litter. (e) Pavement and Utilities. Contractor is responsible for damage to pavement and drivina surfaces if collection sites are located on pubfic or private property, other than ordinary wear and tear, if the damage is the result of vehicles exceeding the maximum weight limits allowed by applicable law or Contractor's negligent operation or vehicics, Customer or KIB may direct Contractor to promptly repair or replace damaged driving surfaces or utilities or repair and replace them itself or through as third party, to satisfaction of customer or KEB, as the case may be, Contractor will reimburse customer for his or her costs of repair or replacement and KIB or Co K the reimbursement costs of repair or replacement. Contractor is responsible for damage to public and private utilities, whether located on public streets or property or private property, if damage is the result of the inatkenflon,carelessness or negligence of Contractor. (f) Damage to Proper(y and Personal Injury. Contramor will not cause damage to property or personal injury. At its sole expense, Contractor will repair or replace to the satisfaction of the owner of damaged property, any physical damage to public or private property and will reimburse to the satisfaction of an injured individual, the cost of any personal injury caused by the negligent or MIMI acts or omissions of Contractor. KIB may refer all complaints of damage or q ury to 5 Contractor as a maRer within Contractor"s sole responsibility. P,4otwithstanding any rights the K1B has for breach of contract, disputes bomeen Contractor and Persons as to damage to privat e pavement or other property or to injury are civil matters between the Contractor and that persorii. Prompfly upon receiving notice of any damage to Cusiorner's prop coy by phone or other medium, Contrackorwill record that inFormation and determine whether or not the dainage to Customer',,; Ippropp erty ,was caused by the inattention, carelessness or negligence of C xraraf:-tor's employees. If (,ontriactor determines thiat, it was respwisible for the damage, within 3 days of rnaking its deierrinin,,al ion, Contractor will reimburse Customer his or her direct costs of repair or replacement of damaged property. Cc)ntractor 'will provide KUB with as cc py of 1,he recorded danwage log in its quarterly report. 14.R!gLit lo Audit., Contractor shall mairmain c.-omplete and acctmate records, kept fin accordance with genemlly accepted accounting standards, of all of Contractor's costs that are chargealb1c to K1..1,'1 and shall[ retain such records for at ie-ast three (3) years after completion of the contract. Cont.m-,acaor shall also maintain are cords of custoiners served. KIB shall hiave apse right, at any areaasrprribl e firne, to inspeci. and audit t.lf os ar ecords during the coursc of work and 0 [.11roughow. the fl-irec (3) year retention period. Contractor shall accommodate such review at no additional cost. Contnactor shall incorporate this requirement in all cu:)intracts with Baird parfies to which this wcDrk may be subcontracted. Regardless of locatiorr, the KM may enter operation and maintenance facilities during Office Hours and observe, inspect �,,wncl review Contractor's operations therein. 15. Indemnification. The Cnntracwr specifically obligates himsellf to pay for all m-aterials K.:i-rrflshrd a;d Tervices performed under this Agreement. Contractor shall finderni-iffy and hold KIB, its elected officials,, officers, and qainplayees free arid harmless frc)rn all losses, darnages, expe rises,judarvierits, liens, clainis, suits, dernands, or liabilities of any kind, including reasonable attorneys" fees, for injury or death to persons, or loss, or damage to property arising ot-it of Contractor's performance of dais Agreemcni. Such indemnity shall not cover losses, damages, expenses,judgments, liens, claims, dernands, or liatfflifies that are cauied by the sole rmgligence or K1 B. Contrac for shall be given notice of any suit, clairn, or(Jernand within a ar easonable time after ICM acquires knowledge thereof and shall be authorized to defend the saime without cost to KIB (saving that K.I.R sluxll pay im own ccwnsel fee if it wishias io,have separate representation in any suit). .Immuctor shall be given all information and assistance that it nuay reasonably re.,quire to c.W'end the action. Nc) compromise or settlement or any such suit, claim, or demand shall be entered into until the written inoti.ce of Contractor litis been given to 103. 6 16. Insurance. (a) General Insurance Provisions. (i) Contractor shall not cornimence with or under this Agreement until it has obtained the insurances required under this section. (H) All coverage shall be with insurance carriers licensed and admitted to do business in the State of Alaska. (iii) All coverage shall be with insurance carriers acceptable to K111 (iv) of of Insurance Coverage: Contractor shall provide KIJ3, al, the time the contract is returned for execution, certificates of insurance, endorsements, andior policies,acceptable to the M13, as listed below. I Certificate of Insurance for Workers' Compensation Insurance,, 2. Certificate of Insurance for Cornirinercial General Liability Insurance; 3, Certificate of Insurance for Vehicle Liability Insurance; 4. If so requested, certified copies of all policies shall be furnished. (v) Continuation of Coverage. If any of the above coverages expire during the term of this contract, Contractor shall deliver reinewal certificates and/or policies to KIB at least ten (1 0)days prior to the expiration date. (b) Specific Insurance Provisions- Contractor shall at all times, at its own expense, keep in force the following described insurance for protection against the claims of employees or other persons, insuring both the Cointracror and the KIB against liability that may accrue against them or either of them in connection with Contractor's performance under this Agreement. (i) WDrkers' Compensation Insurance- the Contractor shall procure and maintain during the life of this contract, 'Workers' Compensation Insurance, disability bencrits and other similar ernployce benefit acts including Employers' Liability Coverage, in accordance with all applicable statutes of the State of Alaska. (H) Commercial General Liability Inspa mnce. The Contractor shall procure and inn aintain during the life of this Agreement, Commercial General Liability Insurance on an "Occurrence Basis" with limits of liability not less than $1,000,000 per occurrence and/or aggregate 7 cr::nnbined single firnit, Perso nal Injury,, Bodilly Injury and Pn-.3peirty Darn-age. 10 (Hi) IVIoter Vehicle Liabffitr. The Contractor shall ff,.wocure and rwaiintain durLing the H16 n-)f ffiisi, Agreement, Mator Vehicle L.Aabffit�, ' 0 V Insurance, incNdiw-q:!,, applic.at4e 114o.Fatih coverages, with himits nf liability of inoll� P less than $1,000,00C) per occurrence corm:incd single Ernit Bodily In uryand Property Darnage. Coverwac shall include all o%virwd ve.hicles, J all rion-owned vehicles, and all hired vehicles. (iv,') Additional Insured- "rhe fol1wving Auall be additional insureds. The KEB, auidl inch.,iding all elected and appointed officials, all (.!,,,rnpIIoyeeS awl volunteers, all boards, cornirnissicins and/or authorifie� and their board mernbeirs,empk:nYees and 'volunteers. This c(,:),vcragc sN.fll be priniary to rthe additional insureds, and rural, connic tin g,with any other insurance or similar protection awaailaabll e w IN! additional instirer.1s, whether other avaih:61C coverage be primary, cNaributing or C:KCeSS., (v) Cancellaflon Notllcl�: Workers' Cq,ornpens,-,,,aion Insurance, Comrnercial General 1,iabilir Insurance anir.1 Motor "Vehicle I iability Insurance, wv; Y described abo,ve, shdl include an endorscrnent stating the IbIllowing: "'Sixty (60) daysi- Adv,-:iocewritten rrnotic e of cancellation or inon renewal stioll be, sent to: Woody Koning, Kodiak Island M:)rough, 710 Mill Bay Road, Kodial-,,.N AK 99615. ()6) IT Coinuacuw fails to cornply with the insunance requirernent.s of' this Agreen-hent, the K'[B :irnay terminate the Agreement; and (vii)Comractor coveriiants kr.,D rinaintain all insurance 1policies required in this Agreement for, the period of Iirrie in which a 1person may commence as civil action as s presirribed by the applicabh:.-, statues of limitations. The covernoe rr equired by this Agreement shall over zffl claims arising in cr::miaeckian with the performancle of' Contreictor under this Agireement, whether or not asserk,!d durinc, fl,iie term of 06s Agreement avid even ir,hciagh Judicial procce than gs may not be comirnenced rirnnnul ;after the expiration of Niis Agreement. 17. Clain-ts.. ...............................................- (a) Payments for work performed under alai Agreement will equal the value of the work done b,.Y the Conkn.wtm-,at the agreed price. 81 (b) The Contractor must noffy the KIB or its agent of any and all claims for costs in excess of the corn r-act w-nOtHIL within ten (10) days Of hICUITing such cost or such claim shall be deemed waived. 18..Chain rues and ModifleatiorLs. (a) The KD3 may, at any time by written order°signed by the Borough Manager, or his designee, of the KIB, make changes in the specifications for services hereunder or in the prqjm-i scliedule. Any additions or, redtwfions to the amouint of thi,.a Agreement resulting from authorized changes whether initiated by Contractor or the KIB must be agreed upoia in writing by bod'i parties hereto, stibJect to the contract and sale provisions of the KIB Code. (b) The cost or credit, to the K.M... resulting from as charn ge lah the services or in the project schedule sNall be determined ans follows: (i) by rnutual acceptance of a lurnp sum properly iternized and supported by sufficient subitanthadng du.rta to permit evaluation or; (ii) by the fees stated in this Agreement and Contractor's proposal or subsequently agreed upon. 19. Prosecution oF Work. "I'lie Contractor shall per`osectite th work in a prompt and diligent mariner whenever such work or any part of it becomes available, in order to promme the general 1progress of the prqject, services. Upon written request by the KIB., the Contractor shall furnish to the KIB such evidence as the K.113 may require ielafing to the ability of the Contractor to complete the services. 20. ARL)royahs. nie Cointractor shall obtain and pay for all pern-fts, licenses and official inspections made necessiary by the work., and shall cornply with all laws, ordinances and regulatkms bearing on the work and tine Contractor's conduct thereof, 2 1. Time. (i) unless otherwise provided, the contract time is the period of time allotted in this Agreement. (ii) the date of cornmencement of the project is the dale e.,mablished in this Agreement is set forth above. (iii)the term "day," as used in the Convact Documents, shall mean calendar day unless otheirwise specifically designated. 9 (PV)all firne Ili n-111(s sell Forth herein are of the aunt this Agrecirneint.. 1,11,, MUS 1)ama�_ 22. Breaches, �11)igdfbulits, 1)g= gesagid Other ReuveiijAies. saind Other EM shall have the rigto to ,,�Athhold from pigments ditie Contractor suchsium!s as necessary, in KIB's sole and e:nr,,clusivir,.-, ,iopiiirl�iinn, for thr... purposes .,J below in this secil.ion. Action uik,en under this s#,,.ttion shall not affect other rights or !remedies &:-)f KIB granked by other pro-visions of this Agreement or by, hr4dv; and dio not. rellievic Contn-i-tictor frwri the consequerices or lbabilifies airising froirn Con tracitrir's irrr cts ar f,:.mussions. (i) To pr tech, F"M Rgainst any $050 Or darnage t1hat rna, rcsiii,:iih, from the Y events listed in this section and at'lly Other' nii.-gligeincf,'� Or unsufisfacllf,:Dry. %vork by Contraro,:n; (H) 'Falillurie of Corur,,,iclor iii.fa Ilya eribrrin iir.)r albilde Iby an obligatilDVI t.indeir the Agreement,, (Hi)'Claiims against Convactor or K1113 relailleid to (.'7001[ractor`s perfornuance of' �vork; (jv)Dan-tages by Contractor to others not adjusted; (v) IlFliroban ble filhing of a clairn -against Kfflar Cionuiractor. (vijhir application for paymera vriisstates the arrikount.of (vii)The metivAolog, used ten rJocument services c,urtjp1ii!!,u!d is Y unsatisfactory;, (viii) DO'ective sf,.:rviclf,.--s not remcdied; 1 0 (Lm)Third jp,�,iirty claims filled or evidcrice iridicalling probable Fifi ng nlsiuch Claims; (x) Flersistent failure to perforin the qarvicies iro accordiance with this Agreernenl_ (b) D Lfa-,�5jitift Tizirr6inafign. 'Id ittiler party shall hu,w.,: the fight. to terminate thisi ran ctreellnent upoin riotice in i&rffirw to the other pwi.y.. ft 11 (J) If the Corttract(:nir is adjudged as bankrupt irnfity, or niid-,-es as g,-..rilcral ,Lssignsnen't. for th Iber nefit of credhors, or !if as recefi,veir is appointed ov 110 account of insolvency, or if Contractor reruses or faills, except in cases for which extension of time is provided, to supply enough properly skill ed professionals or proper services, or fails to rnake prompt payment to subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority Ihaving jurisdiction, or otherwise is guifty of a -violation of an provision of this Agreement, then the KD3 may, without prejudice to any right or remedy and aft er giving the Conuactor seven 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 services, and may finish the work by whatever method it may deem expedient. In such case, the Contractor sluall not Inc entitled to receive any further payment. (H) KTB shall Ihaavue the right to terminate this Agreernem at its sole discretion at any tyre upon thirty (30) days written notice given to Contractor. In the case of early tennination, a final payrrwnt will be made to Contra ctnr upon approval by the Project Manager of invoiccs for costs incurred to date of termination and as written report describing all work performed by Contractor to date of termination. Any portion of an month shall be prorated accordingly based on a.3 -day month. (iii)Contracwr shall not discontinue required service under this Agreement whhout ninety(90)days notice to KIB. (c) Other Rights., (i) The failure of either party to exercise any of its fights under this Agreement for a breach of an obligation cricaied by this Agreement shall not be deerned to be a waiver of such rights nor shall the same be decmed to be a waiver of any subsequent. breach. No custom or pni.c6ce Df the parties at variance with the terms of this agreerrient shall consfilute as waiver of any right to demand exact compliance with Elie terms oF this Agreement. (H) In the event suit is filled ko enforce any of the terms or conditions of this Agreement, the prevailing party shall be entitled to reasonable attorncy's feesm (Ri) In the event of default. the Contractor shall allow KD3 to use its equipment in order to continue recycling services for a period of up to six (6) moniths. All contracts, leases, or other documents encumbering or limiting Contractor's interest in such property shall contain this provision. 23. As P, Mi.,Lirlinemt. This Agreement shall not be assigned by operation of law or throti.h riegotiaterl agreement. by the Contractor without, the iv,rivlen f.x,-,rv-nJssion. of K113. Howe',ver, siabcorivracting porfions of the project services to be 1mrrormed purstiziint tc:� this Agreement shall not be corksideired an assigriment for the pi�,jrposes of this Agreeri-wint. mrhn e Corturaciniv, shall not subcontrad arry work to br performed or ainy rnaterials to be furnished in the perforrviance of the Contraci without the prior written consent of ffie KJR IF the Contractor shall subconkract any part of this Contract, the Contractor shall be fully mspionsible tv:) (he KIB for the acts and onihssions of f1he Samino ntraf,:,tor, and c)f the persons ehuh er directly or indirectly emplo, eA by ffic� Subcontractor, tcn the s�amc extent as Contractor is ants ponsible fo.r Y the acis aind ornissions of Contractor. Nothing ccnitmined in this Agrecivnerit ,Ball create any contractual relation betwcen ari:, Subcontrauor avid the KIB. 24, 'Walver. F-ailure of the K[B or th,e Conwactor to enf(:)rcc a specific, section of"this Agreerneim ..........m— ..a..g ainst one another or to enforce a particialzir damand of the VJB or i.he Contractor iinar Ie.., piairsuarit to the terms of this Agireemeint stioll not effect awai,imr of any of the KLIB's or the Contrac,tor's rights -and powers as set fc.irth in 11-11is, Agreement. 25.ID 1.2pule Resolution. .......................................................................................................... (a' KI 's iraerpretafiovi or decision is binding on Contractor, subject to the following 1B dispute resciutiorn pro,visions Agreement. (b) The Borm,Agh Manager shall at the request. of (,,'OrRrdcR::Pr,, decide any dispiate arising under this contract which is not disposed by agreernent beoxeein Contractor and VUB's Project Manager. "rhe Borough Manager shwa 1. rvduce the decision to writing and furnish as cq:;y to Cmitractor., The Boroiagh Manager reser,w,cs the right to ina.1ce a ,wrillen reqtiest to Contractor at any time for any.addiflomal itift.)rmation needed to make their decision. The decision of the Bc)rnugh Manager shall be final aru,:[ coniclusi'm unless, within t1hirty (3 0) da, s frorn the date of receipj� i[If �,.- Y copy, Corairactor rnails or othcrwise furnislies to the Kodiak Island Borotigh Assernbly, a writiverl apl[Wal. rhe 1,4ovicz of Appeal shall include speciflic exceptions tc) thic Borough Manager's deq,',isicin, iriclulding specific pro,vision of this contract refied upfm. Gerienal assertions that the Borotggh Mainal-ler's decision is contrar) to haw tea. tlr) ( c a e not sufficient. 11he decision olf the Kodhak. Island Borcn,ql-i Assembly shall be irendei red within one hundred twerity (1 20) days c)f fl-iie P,,'g ntice of Appeal. The decision shall be final and coriclusi,ve urpless determined by a court of cir.)rnpetera J m,gfisdiction to ha-warm been fraudulent, or capriicimz, or arbitrary, or so grosssl; eirrorie::ws as necessarily to Wiply bad faith. 2& 10 _ mi�,ractor`!; proposal Legraflon. The Agreement and the irefiar nred docurnents, including Q, and the list attached as Exhibit A, represent the entire and integraterl agreement between, the 0 12 jurisdiction to have bcen fraudulent, or caprkJous, or ,,Wbitraq, or so grossly erroneous necess,,�trilly to imlply base mall. 26., 1 le ratioig. The Agreeirnew and the refereinced doc urn eriajr, including Contractor"s proposal E! 9............................................I aind the, list attaclied as Exhibit A, represent thic entire and integrated agirce.mcm. bet-we mi thhe p,artics Ilneir eto and supersedes all l::Prior mgmiafions, represeintat ions, or agreernents, either written or oral., 27. Authins lzed Small-mAqM., Contracm::)r will provide con rirrinafionkc:rti fication of' curre-ni �v I iuthorized signatories f6rThreshold Services, 1xic. and provide updates to KIB within 10 days of any changes to zluthorizcd signatorics. 2.8. Nottc-e. 'Written inotice purstmxint to Ihis Contract shaill be rye rued delivered to eitheir piarty H' i;-a-n iietivered to a sul)eNnIctident or officier of a party or m-,:ifled to khr, parfies at. the follIllowit,ig addresses: Kodiak Waind Borough rhreshold Services, Inc. Office of the Mairiager P.O., Box 8709 71 Mill R-ray Road Kodia.k, AK 99615 Kodiak., Alaska 9961:5 6398 29. Cerfificafiorit,. Ttm Contrackor ceirfifies that it is not debarirt.td, suspended, Ipropos ed for debarment or declared ineligible for work with flhe Barton of Alaska., Cot-araoor shall notify the ,IKLB within Rive (5) 1working dRys of any such nction brought zigainst the Contractor during the term(,-)f this Agreerriient. 1111P 71-ke terms of this Agreemem, shall ble frorn .J i...i ly 6 u.) June 30.2016. sub'ect to o finnalY wensions as sen, forth in Section 2. ............................................................................................................................. 13 a Yom.". '�" ;�� ., .: ....... .�..'"' ,.,.m Borough Manager ..........�i (print fidle) ....,gyp ,. ................. ATTEST: Nova M.Javier, Borough Clerk 1� a� .ems