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FY2018-26 & 26 A&B; Professional Services Agreement For Household Hazardous Waste Disposal Services And Collection Project With US Ecology dba NRC AlaskaJune 3, 2022 NRC dba US Ecology PO Box 74007491 Chicago, IL 60674-7491 Kodiak Island Borough Engineering & Facilities Department 710 Mill Bay Road Kodiak, Alaska 99615 Phone (907) 486-9357 Fax (907) 486-9394 email: dconrad@kodiakak.us Re: 5 year Extension of Contract with NRC dba US Ecology Contract # FY2018-26A Dear NRC Contracting Officer, With this letter the Kodiak Island Borough wishes to exercise our option for the five-year extension to your existing Borough Household and Commercial Hazardous Waste Disposal until June 30, 2027. The same provisions of the original contracts will remain in effect unless noted. Please review your insurance certificates; General liability insurance with the Borough named as additional insurer, Workers Compensation insurance, Automobile insurance 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 three documents for our records. You may acknowledge your acceptance of this renewal by signing at the second page of this document and returning to our office. incerely, David Conrad, Direc r Kodiak Island Borough Engineering & Facilities Dept. Extension Letter: NRC & US Ecology Hazardous Waste Disposal Contract # FY2018-26A Page 1 of 2 ACKNOWLEDGEMENTS Signatures of parties to contract acknowledging the extension of contract for another 5 years. �CNaI4& Roxanne Murphy Kodiak Island Borough Manager )Vw� Signature W. Paul Nielsen III Name(Print) NRC dba US Ecology Nova Javier, Kodiak Island BorouglIDeputy Clerk Date � ` V ( v C -- Date Date 06/07/2022 Date 0(al d7 2 Extension Letter: NRC & US Ecology Hazardous Waste Disposal Contract # FY2018-26A Page 2 of 2 Extension of HAZARDOUS WASTE COLLECTION PROJECT CONTRACT OF THE KODIAK ISLAND BOROUGH Contract No. 2018-26A This Agreement made and entered into this 3rd day of June, 2022, by and between the Kodiak Island Borough, hereinafter 'Borough", a general law municipality and a Borough of the second class, whose address is: 710 Mill Bay Road, Kodiak, Alaska 99615, and US Ecology dba NRC Alaska, whose physical address is: 619 E. Ship Creek Ave., Suite 309, Anchorage, Alaska 99501, and licensed and qualified to do business within the State of Alaska, hereinafter called "Contractor." RECITALS A. The Borough desires the performance, provision, and accomplishment of the work, services and materials described and set forth in this agreement. B. Contractor represents that it is ready, able, and qualified to perform, and will perform, in all respects, all the work, services, and materials, and to otherwise perform all of the terms, covenants, conditions and provisions of the Agreement in the manner, at the times, and for the consideration hereafter provided. Now, therefore, for and in consideration of the terms, covenants, conditions, and provisions contained herein, and/or attached and incorporated herein and made a part hereof, the parties hereto agree as follows. This contract consists of: A. Part I, consisting of five (5) sections of General Provisions of the Amendment to original contract. B. Acknowledgements C. Exhibits: A (Rate Table) and B (Original Contract) PART I GENERAL PROVISIONS Section 1: Original Contract. The Borough and the Contractor hereby agree that all the provisions outlined in the original contract FY2018-26 and supporting documents will remain in place. The amendments provided in this agreement will take precedence where the original contract overlaps. Section 2: Time for Commencement and for Completion of Work. (a) Commencement. This amendment to the original contract shall commence on the date it is signed (3rd day of June, 2022). (b) Completion. This amendment to the agreement shall be combined with and included in the original contracts term. The end of the first term of the contract before the extension is outlined here as being the completed on the May 7th, 2022, event. Upon the execution of this contract the new completion date will be 3rd day of June, 2027. Amendment to Hazardous Waste Collection Program Contract - Page 1 of 13 for the Kodiak Island Borough Section 3: Borough Provided Items & Non -Hazardous Items (a) Borough Provided Items/Supplies. If the Borough provides items or supplies that are used during an event the Borough will not be charged for said items. (b) Non -Hazardous Items. If non -hazardous items are brought during the event either commercial or household the Borough will take responsibility of said items. This will reduce the need to ship excess non -hazardous items off -island. Section 4: Financial Terms. (a) Compensation and Payment. The Borough shall pay the Contractor at the rates outlined in Exhibit A. Along with the stipulations listed below: 1. Effective after contract renewal a 19% Energy, Security, Insurance and Compliance (ESIC) fee will be included on the invoice excluding taxes, state, and local fees. Section 5: Additional Terms and Conditions. This Agreement is subject to the original contract (attached as Exhibit B), each of the additional terms, covenants, conditions, and provisions attached hereto, which are hereby expressly referred to and incorporated herein as though set forth in full. Amendment to Hazardous Waste Collection Program Contract - Page 2 of 13 for the Kodiak Island Borough Wherefore the parties have entered into this Agreement the date and year first above written at the City of Kodiak, Alaska. Date:l j � Date: CA q 2D Date: KODIAK ISLAND BOROUGH: 'A� B49 N "M BordYagh Manager, Roxanne Murpyy By - Engineering & Facilities Director, vid Conrad ATTE T: Bye%A-e�. Borough Clerk, Nova M. Ja ier CONTRACTOR: By: Paul Nielsen, Director of Sales US Ecology dba NRC Alaska Amendment to Hazardous Waste Collection Program Contract - Page 3 of 13 for the Kodiak Island Borough EXHIBIT A COST Bin FOPM HAZARDOUS WASTE COLLECTION PROGRAM KODIAK ISLAND ROROLIGH 1 ?Qpjecl Manager howa 11 2 Qn-S to Man ar hours 55 3 TeC1vn6ImOS Iiplist hours 4 Ahiere RIT S C®r Ft�nlal ua oel us 7 $83 $ PCF OjeM W Pemm Acttial CoM Plus 1day 238 $292 drum Subtotal - PER O $954 SUPPUE8 T IM nation - rnelialL NMI head orurm 70 77 4 155 gallcm - rneial en head drums 3 Is $70 9 1 Hi gallon - PAL, fl hl head drum 1 $67 10 185 gallon - metal, 0 d heed d"n i dnars 11 4 kat ffimmwk Cube onnteimir 2 12 0 foot llarectent tube contsirw $56 �3 Pbsorb ilffolaMls 75 !4 304 gabn- Intermodal Rulk Contalmr mdAonWcckntW er no arse -5- 15 3U4 gallon - mlodal Ruck C*r6talnRrr oonlalner 3232 $T5 2551G 16 UN 5pecilllcallon cublc yard tabor box UK $95 Subtotal - SUPPLIES 885 SUPPL 19 5hl m4nt tv Andra a Tor rrpn-�Om rspre matenais of f'C:tf r pouria I V.— 4P r,ao Shipmont to Seattle i0rn Aalcharege For non -compatible matariels or $313 All aontanerized HHW materials will be shipped to Arwhorage via Barge to Seward and 4y Highway to 2020 Viking Drive in Anchcrage. All F HVV not trealedlrecycled or Disposed of in Anchorage will be shipped to final TSDF's via steamship to Tacoma and Highway to TSOF. DISPOSAL. Lhmpmml Coals are for lug adntt Dgrs_ Partially fUl containers and drum over 55 galian capacity will be prorated. GASES 21A drum 1 5,210 23 21 B Fl3mmpble pmfickletwirbiWo aamria% drtnn 10 5231 21 C hloYFIItMm-fiatlle IWXk Orm 210 231 21 D reMmad ralriperant in Pre"Ure CYknder _ porpoum 1 37.75 $8 53 COMDMTMLE LIQUIDS 23A Chborinaled solvents JFFkl4G, dilor }5°k drum 2$B 93 23D tknch ionated flarnmabis FP.C140 etEar�5°% drum 2$B 23C CaUffWjaW aaollne a Qr pac ue s S tO An. Tbragetirkjm 83D Corntamin9l i assolft No Charge or Utr §ec F u9is sent to Am Mr - a IBC 23E Dil•bos ad Int rMLD= MotoOl - M ck box 638 29F QII based ainb ainl related malerial - ed4 4FUM 230 oil-based painYRaint related material - bulk i dnars 23H I FlRimmahla liquid - lebpac - hicinwiWw Arum Cosl Old Form HI4W 21118 Amendment to Hazardous Waste Collection Program Contract - Page 4 of 13 for the Kodiak Island Borough Page i DISPOSAL Mposal Costs wre for full con Lal ner5, Partially full Dnntslners and drums nvsr 55 gallon capaelty wit IiCt Renewal - 3 Year Tenn FLAUMIIBLE SOLIDS 24A Ra8cbive solids - wk - Irldreobon drum 1550 248 Eieective wllds - toack - bredir nVche nfcal landfill drum 24C I Spantanmuslycombustible - I ack drum 605 24D Darpus when vm - la - Incineration drum$550 $605 24E I Darmmm when wet - N* - IrealmanUchs mical Iandfil drum $4 24D I Mtrway alas Marina Flares Eikli' 528 VAIM Kcna 26A Oxld¢er. kpil - la ack - incineration drum BQ5 258 jGxlcfizef. BqLiftolid - la - Srealrnsri fs al drum --I95 2150 Oxldf¢er, urdfsolid - labpa A - ireatrnentldfsteha a drum 350 3135 v _air- 28A Comlve ljWkjfsa5d - t - kidnerallan drum U25 281D Corm hm I ld;wNd - lab ck - ireatmenUchankal landfill drum S325 S3.58 2150 CAYraGIYe I klfsoCid lab 15 - ire3ime nitfdissha a dnirn 358 29D D alkaline batleries - re ale drum 330 291= (] slkallne batterles - chemical aandfill drum $33U 577- 2aF NFCad batteries - re da drum 280IM-Cad batberies - chemleal landfill drum $3.40 $374 M lciaftn a[r batteries dMM 374 281 Latliium Batteries Brum 0 S OTHEP REGLILATM WATERIALS fidiSCELL11F1Efjl1$ 34 fly m i Cast Bid Farm HhW 2418 Amendment to Hazardous Waste Collection Program Contract - Page 5 of 13 for the Kodiak Island Borough Clans 9 - lab ack • Itticinerelian drum 340 Gias$ 9 - labpack - ulaetmerfUthemlcal landfill drum 40 74 pass 9 - ack - ilmimenUdischa a drum add Non labia etltl mefcontarNnated wastawaler drum $167 $184 P Nary WtAeanlHremelconrerMnatedwastewaler Mc Oi debris dlrl s absorbent3 drum 51 1DOil finers, used - ehernii al 18ndfill drum 304OII filters, used • ler le drum 300 291 IPM contaminated solids 54 pm drum00 $330 291 PCG light ballasts. o k drum 300 29K PCB liquid drum 550 291 Anttaeze used r c abie No charge for assaW b A -icharagenjim so p 2,9M Antifreeze . used rec dable NO C targe of . y . GOI Sen 11.0 A 1Cn0M!gqK 29N L&W paln13 - labpack drum Sw $374 290 Wax palrvLs - bulk dram 29P ISpam & dwlep2eni. drum 2913 Other waste lequWwftd - la ck - hwlneratiora drum 374 Ft Other r waste, MuMoNd - la C#- k"trraantf&AM1Cal LE dmrn $340 $374 295 Other aid was* Lk f wW - la eek - tmatmwWdfscha drum340 29T RwreswM WhI bObs - lea le - 4 tool conlainer 1 I G 29L1 Fluorneent l ht bulbs - re de - 9 foot container 200 29v FluoreweniINK bulbs-rchem llarrdfill=41001 cant$laer $100 $110 zax luoreseenl RgM buts -c hemkoll 4aDM- 8 foct container 200 200 fidiSCELL11F1Efjl1$ 34 fly m i Cast Bid Farm HhW 2418 Amendment to Hazardous Waste Collection Program Contract - Page 5 of 13 for the Kodiak Island Borough STORAGE FACILITY TO BE USED FACILITY NAME FACILITY CONTACT NAME FACILITY PHONE NUMBER NRC Alaska, LLC - Viking Drive Facility EPA ID #AKD000004184 Rich Reimer - Director Df Regulatory Compliance and Cper4ons (907) 258-1558 u onti aclors(Contact attre) PhDrw urii — — -- — — t:PA 1w 9 Samoon Tug and Barge 800 331-3522 WAD980981849 I otern Maritime 4VVAD070397!99- Weaver Brottiers (9071278-4526 n viro rimental. Servioes CAR040030114 Burlin nEnvironmental LLC TaromaTSDF ineco erita a 509 778-9089 7870 US Ecology -2275 II]DO73114S54 Comments, extra sary ices or Conditions: (iwra ah"Is may be attached ifncccssary.) rI/L C lafsDiot Cost bad Farm FlHW 2418 Page 3 Amendment to Hazardous Waste Collection Program Contract - Page 6 of 13 for the Kodiak Island Borough EXHIBIT B PROFESSIONAL SERVICES AGREEMENT Kodiak Island Borough Household Hazardous Waste DisWsal Services Contract No. FY2018-26 THIS AGREEMENT made this c� ..... day of zq,4 R � l' - 2018, by and between the Kodiak Island Borough and NRC Alaska, LLC, hereirafker called the Contractur_ WITNESETH; That the Kodiak Island Borough and Contractor for the consideration hereinafter recited agree as follows.- 1. ollows, I, Pm! , The Contractor agrees t¢ perform all serwims as necessary (or the completion of the Project in accordance with the Kodiak Island Borough Request for Bids and the bid submitted by the Contractor (Cost Bid Form, Exhibit 3), in accordance with the general "Scope of Work" attached hcrety as Exhibits 1 and 2, and any additional specifications" addenda thereto which are signed by the panics or incorporated herein as part of this Ageement, which domments are hereinafter referred io as the Contract Documents. The servioes provided shall be of professional quality, to the degree of skill and diligence normally employed byprofcssinnal contractors or consultants performing the same or similar services at the time said services are performed, 2. Term of Contract: The tarn of this Agreement shall be for Household Hazardous Waste I}isposal Services, the first call cction to take place on May 5. 2018, and thereafter the Ist Saturday in May for four (4) additional annual collections. This Agreement may be renewed in 2022 for an additional fire (5) year period at the option of the Kodiak Island Borough. 3. Campensation: The Kodiak Island Borough agrees to pay to the Contractor, as compensation for sorvices, an amount not to cxccod tho hourly labor rates and disposal ousts as pmented in the. "Cost Bid Form" prepared by the Contractor, attached hereto as Exhibit 3, and any additional specifications and addenda thereto which are s igmed by the Wies or incorporated herein as part of the Contract aoc=*nts. 4. Pgmens. All requests for payment shall be for work completed unless otherwise agreed to by the Kodiak Island Borough. 'rhe Contractor shall provide any additional information the Kodiak Island Rmu may reasonably require in support at any payment request. Monthly invoices shall be delivered to the Kodiak Island Borough no later than the end ot'the month and shall be paid within thirty (30) days from the date or the invoice unless the Kodiak lslaad Borough shall notify the Con"etne in writing of its reason for vot making payment of the sums requested. A service charge of one and one half percent (1.51%) ger month may be charged on balances not paid by the Kodiak Island Borough within the uTw stated above. 5, Insurance RaQummmenta: The Contractor shall not commence work under the Agreement until he has obtained all the insurance required under this Agreement and such insurance has been approved by the Owner, nor shall the Contractor allow any subeonttractor to cornmonce work on his subcontract until the insurance required has been so obtained, The Oantractorshall maintain such insurance as will protect him from claims under Worker's Compensation Acts and other employee benefit acts for damages because of bodily injury, including death, to his employeesand all others fordarnages to property, anyorall ofwhA mayarise out of Dr 1 nfl Amendment to Hazardous Waste Collection Program Contract - Page 7 of 13 for the Kodiak Island Borough result from the O'ontractor"s operations under the Agreement whether such operations bc by himself orby any subcontractor or anyone: directly or indirectly employed by either of them. Without limiting the Contractor's indemnification, it is agreed that the 0wramr will purchase, at his own expense and maintain in force at all times during the performance of services under this Contract, the following policies of insurance. Failure to maintain insurancm may, at die option of the Contracting Officer, be deemed Defective Work and remedied in accordance with the Contract. VtJltere specific limits are shown, it is understood that they will be the minimum acceptable limits, if the Gontractoes policy conOins higher litrtits, the Borough shall be entitled to cxiuerage to the extent of such higher limits. As a condition of award, certificates of insurance and policy endorsements must be fumistucd to the Couxtracting Offir-er. Evidence of the following insurance Policies will be furnished to the Owner prior to execution of the Agreement. These endorsements must provide thirty (30) day prior notice to the l3orwigh in tht event of cancellation, non- rormwal or a material change in the policy. Proof orinsutance is required of the following: (a) Workers'CompensationInsurance. The Contractor shall provide and maintain, for all employees of the Contractor cngagcd in work under this Contract, Workers' Compensation Insurance as required by applicable state lav (A.S. 23.30.045) for all employees to be engaged in work at the Mite of thtf project under this Agmernent. This cowe.rdge must include statutory coverage for States in which employees are engaging iit work and cmployer's liability protcc:tion not less than .$1.000,000 per person, .S I,UUO,000 per occurrence. (b) Comprebensive (Commercial) General Liability lnsuran The Contractor shall procure and maintain, during the litre of the Agreement, public liability insurance and contractual liability. The minimum acceptable limits of combined single limit coverage shall be in an amount not less than four million ($4,000,000 dollars per occurrence and amival aggregates where generally applicable, And will include premise operations, independent zunlractors, prodtwt completed operations, broad forrn property damage, blanket contractual and personal injury endorsements, The Kodiak Island Bumugh shall be named as an -Additional Insured" under $ll liability coverage listed above. [c] Comprehensive Automobile Liability Insurance; Covering all owned, hired, and nan-owned vehicles and with coverage limits Dili less than S l XOs 1,llM per person, S 1,000,00 per occurrence bodily injury, and $1,040,000 properly damage, The Conlraetor shall tumish endorsements issued to the contrxuting agency showing the type, amount, class or operations covered, effective date, and dates of expiration ofpalicies, Such cc-difiicates:tMll 0"tairt substantially the following slatcmitt: ``Thirty (34) days Notice of Cancellation or Change, Non Renewal, Reduction and/or Maw6als Changts shall be srnt to Di tor, Engineering/Facilities Department, Kodiak Island Borough." FLas 1 5107 Amendment to Hazardous Waste Collection Program Contract - Page 8 of 13 for the Kodiak Island Borough Additional insured: The following Shall he an Additicmal Insured- Thr, Kodiak Island Borough, including all elected, and appointed offiiciaK all employees and volunteers, all boards, aammissions, aWor authorities and their board mcmbm, =ployees and volunteers. The Additional Insured shall lac named on the Contractor's eovetage for Commercial C.,eneral and Vehicle liability_ 6. Indemnification; The Contractor specifically obligates himself to the Kodiak island Elorough in the fol lowing respects to wit: (i) to indemnify the Kodiak Island Borough against, and save it harmless from any and all claims, suits, or liability, on account of arty negligent act or omission of the Contractor, sir any of his officers, agents, employees or servants; (ii) to pair for all materials famished and services performed tinder this Agremrrerrt, and (iii) the Kodiak Island Borough agrees to indemnify the Contractor from any claims, damages. losses, and costs, including, but not limited to, attorneys' fees and litigation casts, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the Kodiak Island Borough, the Kodiak Island Borough's employees or agents in connection with the Project. (iv) If the negligence or willful misconduct of bath the Contractor and the Kodiak Island borough (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the Cor tractor and the Kodiak Island Borough in proportion to their relative degrees of negligence or willful misconduct and the righl. ofiademaity shall apply for such proportioa- 7, Clairns, (a) Partial payments for work performed under this Agreement will equal the value of the work done by the Contractor at the agreed price, less the sum of previous payments as provided above; provided that the Contractor is not indebted to the Kodiak Island Borough or anyone else for professional services, fringes, taxes, supplies, materials, equipment, rental or other proper charges against the servicrs covered by this Agmamwd. The Contractor will, upon completion of the Scope of Services and before final payment, furnish the Kodiak island Borough with reasr nablc evidence that all services, labor, materials and equipment have been paid for in full. (b) The CantntMr must noti tY the Kodiak Island Bumto or its agent of any and all claims for costs in excess of the contract amount within tent (l 0) days of incurring such cost. S. OwnWs andodifrc,�tions (a) The Kodiak [slated $amugh may, at any time by writien order signed by the Project Manager of the Kodiak Island Borough, make changes in the specifications for services. Any additions or reductions w the amount of this Algcerncnt resulting from authorized changes, whether initiatDd by the Contractor or the Kodiak Island Borough, must be agreed upon in writing by both parties hereto, subject to the contract and sale provisions orthe Kodiak Island Borough Code. (b) The cost or credit to the Kodiak Island Borough resulting from at chango in the swim shall be determined as follows, (1) By mutual wtekoe of s Iwrnp sum properly itemized and supported by sufficient substantiating data to permit evaluation; or (2) By the hourly fees stated in the Contract Documents or subsequently agreed Upon. 9. Prosecution, of Work: The Contrnaor shall prosecute the work in a prompt and diligent ntaruter whenever such work tar any part of it becotnes available, in order to promote the general progress of the entire Project. Upon written request by the Kodiak Island Borough, the ContracLor shall Iurriish to the Kodiak Island Borough such ewidenxx as the Kodiak Island Borough may require relating to the ability of the Contractor to complete the Project- PW-3or7 Amendment to Hazardous Waste Collection Program Contract - Page 9 of 13 for the Kodiak Island Borough 1{], ovals: The Contractor shall obtain and Pay far all permits, licenses end Oficial inspections made r,ucessary by his work, and shall comply with all laws, ordinances and regulations bearing on his work and the conduct nccmf. 11. Stop Work: (a) if the Contractor fails to correct defective services as required borcin or persistently fails to cMrry Out the Project in aceordaace with tate Contract Documents, the Kodiak Islrind Borough, by a written order signed personally or by an agent, may order the Contractor to stop work, or any portion thereof, wntil the cause for such order has been eliminated; however, this right of the Kodiak Island borough to stop work shalI not give rise to any duty on the part of the Kodiak kland Borough to exercise this right: for the benefit of the Contractor or any other person or entity- (b) It the ContTactoT defaults *r neglects to carry out the work in accordance with the Contract Documents sod fails within fourte (14) days after receipt cf written notice from the Kodiak Island Borough to ocmrnence and continue correction of such delault or neglect with diligence and promptness, the Kodiak Island Borough may, after seven (7) days following receipt by the Cof an additional written notice and without prejudice to any other remedy it may have, make good such deficiencies and use its best efforts to mitigate the cost of curing such default. In such case an appropriate change order shall be issued deducting from the payments then or thereatfor due the Contractor the cast of correcting such deficiencies, including compensatio-n for the Project Manager's additional services made necessary by such default, neglect oT failure. Ifthc paymcnt3 then or thepmfter dire the Contractor ure not sufficient to cover such amount, the Contractor shall pair the difference to the Kodiak Island Borough, 12, Time (a) Definitions: (1) Unless otherwise provided, the contract time is the period of time allotted in this Agreement for substantial completion of the Project. (See Exhibit t ) (2) The date of c rnmencernent of the Pmjcct is the elate established in this Agreement as set forth above. (3) The date uf substantial rumple ion of the Project or designated portixn thereof is the date certified by the Project Manager when the Pmject is sufficiently complete, in accordance with The Contract Documents. (A) The date of final cumpledun is the date that the Kodiak Island Borough certifies either orally or in writing that the Project is finished. (5) The term "day' as uticil in 1ht: Cuntracc Ducuinents sliall mean calendar day unless otherwise specifically dc9ignatrx9_ (b) All time Iitnits sct forth heruln are of the essence of this Agicument, 13, Payments Withheld (a) The Kodiak Island Borough may w4hhold payments from the Contractor far any of the following reasons; ( I ) The application For payment misstates the amount ofserviees completed; (2) Defective ser vices not remedied; (3) Third party claims filed or reasonable evidence indicating probable fi I ing of such claims, PjgL: 4 or{ Amendment to Hazardous Waste Collection Program Contract - Page 10 of 13 for the Kodiak Island Borough (4) Failure of the Contractor to make payments properly to consultants and subcontractors or for professional smices, materials or equipment, (5) Reasonable evidence that the Project cnnnGr be completed for the unpaid balance of [lie Contract Sunt; (6) Reasonable evidence that the Pro.icct %- ill not be completed within the contract time; or (7) Persistent failure to perform the services in accordance with the Contract Docurnemts. 14� Tcrrnination and Default: (a) If the Contractor is adjudged as bankrupt, or if he makes a general assignuncnt for the benefit of his creditors, or if a receiver is appointed on account of his insolvency, or if he refuges or hd$, except in uses for which extension of tithe is provided, to supply enough properly skilled professionals or proper services, or if he fails to make prompt payment to subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a violation of a provisioia of this Agrftment, then the Kodiak Island Borough may, without prejudice to any right or remedy and after giving the Contractor seven days' written nokicc, tc=inate the employment of the Contractor and take possession of aU miurials and documents prepared by the f;ontt etor in connection wish the Project, and may finish the work by whatever method it may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the work is finished. (b) if the unpaid baltutcc of the, oontract sum exceeds [he costs of finishing the Project, including compensation for the Project Manager`s additional services mad -e necessary thereby, such excess shall be paid to the Contractor. if such costs exceed the unpaid balance, tate Contractor shall pay the difference to the Kodiak Island Bnravgh. The amount to be paid w the Cont=tor or to the, Kodiak Island Borough, as tht oast may bc, shall be certified by the Project Manager, upon application, and this obligation for payment shall survive the termination of the Contract, 15. MsipjunenL 711is Agreement shalt not be assigned by operation of law or through negotiated agrc=cat by the Cantrae,tor without the written permission of the Kodiak Island Borough. However, s Libcontracti ng portions of they Project to be performed pur;�uani to this Agreement shall not be considered an assignment for the purposes of this Agreement_ 16. No Waiver: Failure of the Kodiak island Borough or the Cantractar Ic enforce a.specific section of this Agreement against one another or to enfuruc a particular demand of the Kodiak Island borough or the Contractor, made Pursuant to the terrm of this Agreemcnt, shall not affect a waiver of any of the Kodiak lshwd Borough's or the Contrackoes rights and powers as set forth in this Agreement, 17, Written Alun Written notice shall bar deemed to have Been duly served if delivered in person to the individual or member of the rum or entity or to an ofcer of the corporation for whom it was intended, or if delivered al or sent by registered or certified mail to the last business addrLss known to him who gives the notice. I S. Inlcmtion: The Agrccment and tho referenced documents reprtsmt the entire and integrated agreement between the parties hereto and supersede all prior negotiations, representations, or agreements, either written or orA 19, Notice: Written notice pursuant to this agreement shall be deemed delivered to either party if band delivered to a superintmdent or officer of a party or mailed to the parties at the following addresses: 500 Amendment to Hazardous Waste Collection Program Contract - Page 11 of 13 for the Kodiak Island Borough 20, Kodiak [stand Bomtizh - >jumjsW Data: J he Kodiak Island $orough will provide to the Contractor all data in the Kodiak Is]nrt-d Borough's possession relating to the Contractoes services on the Project, The Gantractor will reawsiably rely upon the accuracy, timeliness, and completeness of the information provided by the Kodiak lsland Borwgh- 21- Force Maieure- The Contractor is not responsible for damages or delays in performance caused by acts of God, strikes, lockQats, accidents, or othcrevents beyood the control of the Conttactor. 22. Tramfer of Waste and Title: The Kodiak Island Borough shall transfer posmsion of wasie subject to the Kodiak Iflaad Uarvugb's warranties, indemnifications and obligations set Forth hLicin. Thu Contractur -nay inspect the waste and reject non -conforming waste, "Non -conforming" shall mean waste that is not in accordanoo with the Req=t For Bid or has constituents or components not idmitified in the Request for Bids that may increase the hazard and risk undertaken by the Contractor- or which cannot be stored, treated or disposed of at the Contractor's facility. If, follouring acceptance of the waste, the waste is found to be nan- conforming, in whole or in part, the Contractor may revoke his acceptance of all such waste. Revocalion of acceptance by the Contractor shall operate to revert back alt owner hiip to the Kodiak Is]and G urough at the time revocation is communicated, either orally or in writing. The Kodiak Island Borouo shall remove non- conformi ng waste, at its sole cost and expense, From the possession of the Contractor within seven (7) days after notice of revocation of acceptance. The Kodiak Island Earotlgh shall pay the Contractor reasonable expenses and charges for handling and staring non -conforming waste. At all times during this Agreement, as between the Tractor and the Kodiak island Rornugh, the Kodiak Island Borough shall be deemed to have generator title to all waste. 2-3 K-odiak island Bumugh's Warnnfles: The Kodiak Island Borotugh warrants that; (a) it is under no le l obligation w order the transfer of possession of title to any waste transferred hereunder; (b) it shall inform the. Contractor during the term hereunder of all hazards and risks known or learned by it incident to handling the waste* [c} it is in compliance anal shall comply with all applicable fedcral, state and local laws, regulations and orders including, but not limited to, all equal employment opportunity laws, regulations and orders as amended - The 04ntractor warrants than he possesses the business, professional and teedmical expertise to perforin the services hereunder; he possesses the equipment, plant and employee resources required to perform in accordance with this Agrccrnent; he will perform services under this Agreement in a manner consistent with the standards of practice appiicable to nompanies who provide similar services in the locale where services are to be perfortned; trtontraclar shall be in compliance with all federal, state and local laws in performance of services; and he is now duly licensed., permitted and authurifcd pursuant to all applicable federal, state and local laws to perform the services hereunder. CONTRACTOR'S EXPRESS WARRANTIES SET FORTH IN THIS SECTION ALAE EXCLUSIVE AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, STATUTORY OR IMPLIED (WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OF USAGE), INCLUDING, WITHOUT UMITAT10N, IMPLIED WARRANTIES OF ME]KCMA TABILM ' AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS AGREEMENT- 24- General Provisions (a) IF a suitor action is instituted in connection with any controversy wising out of this Agreement, the p nailing party khali be entitled to its reasonable attorneys' fees and oasts, including appeals. The POV 6 Dei Amendment to Hazardous Waste Collection Program Contract - Page 12 of 13 for the Kodiak Island Borough vmdidity, inteMmtaft Wifummice of this Ag w=nt shill be governed and construed in accordinrJe with the laws of fba State ofAlaska and applicable fedmi I$ws and regulations. Except br &e oblaga6m to pay for amvkes mxdered7 the performance of thus Agxa mcnt my be suspaKW in the avast that cipher pa S abliplions heunder am dclaytd or hiiidcmd by a cam ar causes lei the movable c tmi or wh prty. Such causes steal l include, but not be Limited to, nets 4f GK ear, not, fiTe, explWo% a% -dm, flood, or sabotage lw�k of &*me final, 9mm r, mw mwiaials, Inbar or Unigmamaion #rilffies, gwwat zmW laws, regulations, requinxwn#, organ or actions; breehp or Failure of u=llu4 of apparatus,, rnstiornad dckm rquiremanss; himcgnns or reshrnini ll WtM lobar trouble, strike, lueki�Ht or injunction. (d) The Kodiak Uand BarnuA agmns to provide the CkmtnB ar- ur d the Cants wyloyem. apnts and s iboDancUM, a Safe warming caviremaant for any services pm formed on pmnim owntd 4r controlled by tho Kodiak island Rough. Cc) 71iis �s undembMing and agmancnt of the parties rogwding the sw*zs a" 3Vpa any and all pries eoftu- , bs, teems and carrdidons whdhea wdticn or mid that ,airy exW betwbw die parties hither to anther whirh may he amt&wdl in any pumhasc otdrr whether preprinted or not w at similar docaunent izuM by the Kodiak WaM borough prior to dais Agreement. No modifiico*m uff tins Agreem ad shali he binEng on dthcr pity -unlass it is in wr[6S and signed by sm ZLdMdZW FqMMtFftqVC1Dfh4 pities. Kodiak Island Borough: 71 OKI) lay Road Kodiak AK 99615 KODEAK ISLAND E3omgh N ampr Ate. V MW NL Javier: MW Rodiek Island B=* Clerk Pare 7 r.r NRC Alaalx, LLQ 619 E Ship CreekAve; SWIt3 AmhDrnga AEC 99501 CONTELACTOR By: &rO A Amendment to Hazardous Waste Collection Program Contract - Page 13 of 13 for the Kodiak Island Borough AMENDMENT TO HAZARDOUS WASTE COLLECTION PROJECT CONTRACT OF THE KODIAK ISLAND BOROUGH Contract No. 2018-26A This Agreement made and entered into this 8" day of April, 2022, by and between the Kodiak Island Borough, hereinafter 'Borough", a general law municipality and a Borough of the second class, whose address is: 710 Mill Bay Road, Kodiak, Alaska 99615, and US Ecology dba NRC Alaska, whose physical address is: 619 E. Ship Creek Ave., Suite 309, Anchorage, Alaska 99501, and licensed and qualified to do business within the State of Alaska, hereinafter called "Contractor." RECITALS A. The Borough desires the performance, provision, and accomplishment of the work, services and materials described and set forth in this agreement. B. Contractor represents that it is ready, able, and qualified to perform, and will perform, in all respects, all the work, services, and materials, and to otherwise perform all of the terms, covenants, conditions and provisions of the Agreement in the manner, at the times, and for the consideration hereafter provided. Now, therefore, for and in consideration of the terms, covenants, conditions, and provisions contained herein, and/or attached and incorporated herein and made a part hereof, the parties hereto agree as follows. This contract consists of: A. Part I, consisting of eighteen (5) sections of General Provisions of the Amendment to original contract. B. Acknowledgements C. Exhibits: A (Rate Table) PART GENERAL PROVISIONS Section 1: Original Contract. The Borough and the Contractor hereby agree that all the provisions outlined in the original contract FY2018-26 and supporting documents will remain in place. The amendments provided in this agreement will take precedence where the original contract overlaps. Section 2: Time for Commencement and for Completion of Work. (a) Commencement. This amendment to the original contract shall commence on the date it is signed (April 8th, 2022). (b) Completion. This amendment to the agreement shall be combined with and included in the original contracts term. Clarified here as being the completion of the May 7th, 2022, event. Amendment to Hazardous Waste Collection Program Contract - Page 1 of 6 for the Kodiak Island Borough Section 3: Borough Provided Items & Non -Hazardous Items (a) Borough Provided Items/Supplies. If the Borough provides items or supplies that are used during the event the Borough will not be charged for said items. (b) Non -Hazardous Items. If non -hazardous items are brought during the event either commercial or household the Borough will take responsibility of said items. This will reduce the need to ship excess non -hazardous items off -island. Section 4: Financial Terms. (a) Compensation and Payment. The Borough shall pay the Contractor at the rates outlined in Exhibit A. Along with the stipulations listed below: 1. For the pricing table sections labeled as Supplies, Supply Shipping, and Transportation we will use the prices listed under column Contract Renewal Option — 5 Year Term. See visual below. 7 55 gallon - medal. 110t head drum 7077 6 55 gallon - MOW en head drum 70 9 55 allon • tight head drum $67 10 85 gallon - rttie;I aw heart dnm 11 4 loot Wescent tube ourdeiner 1 12 B foot Ilarescenl lube container 13 Absorbent TnalOak bag75 14 13DO gallon - Inlennadal Bilk Conlalner rgrWonlflkouleiner no ar e so 15 306 gallon - InlemmW Bulk Canlalner contalner 32 55 15 LIN Spe43f+catlon cubc yard fiber box box $95 Subtotal - PLIES $885 SUPPLY SNIPPING 17 1 Empty contaleers and supplies Vora Anc a Lump 3,000 Subtotal - SUPPLY SHIPPING $homar-A to Seattle from Anchorage for non-mmpaiiMa male,Pal¢ OrI $2550 ` $313 24 PCB _ drum 1 2. All other sections not mentioned or highlighted above will remain at the same unit price (column 1 pricing). Section 5: Additional Terms and Conditions. This Agreement is subject to the original contract, each of the additional terms, covenants, conditions, and provisions attached hereto as Exhibit A, which are hereby expressly referred to and incorporated herein as though set forth in full. Amendment to Hazardous Waste Collection Program Contract - Page 2 of 6 for the Kodiak Island Borough Wherefore the parties have entered into this Agreement the date and year first above written at the City of Kodiak, Alaska. o,,.Lfl VIzz Date: <} IA5 ?,4. ZZ ®®®pK'$`��� RE 1 INaG3st".t ; •� ,3 Date: 04/11/2022 KODIAK ISLAND BOROUGH: By: Borough Manager, Roxanne Murphy By: Engineering & Facilities Director, David Conrad ATT r: By: V " Acting Borough Clerk, No4 Javier CONTRACTOR: By:ytr�, Paul Nielsen, Director of Sales US Ecology dba NRC Alaska Amendment to Hazardous Waste Collection Program Contract - Page 3 of 6 for the Kodiak Island Borough EXHIBIT A COST DID FORM HAZARDOUS WASTE COLLECnOH PROGRAM KODIAK ISLAND BOROUGH I Pro' Manager houm 70 77 2 On-Ske Man er ho -urs 55 570 3 Technta1i3vd5 I$list haurs 1 $67 4 Alrier8 perRIT drum 3r3 00 5 Car RwituF o oDntainer 7 $83 $ er w Pa&w PI °I day 238 $262 13 SublMid - FLEM Q E b 75 $954 SUPPLIES T 1 s5 naRkan - rnela 0011 had drum 70 77 I} IM gaIllan - rmlal en head &tdn 3 570 9 155 aeon - fl hl head drum 1 $67 —10 J85asion -mew. o n heed drum 11 +4 Foot ilnreromnf Cube oDntainer 23 12 a foot %orWo"I lube container $58 13 Ab5urbenlmaledals b 75 14 300 Rallon - Inlemlo earl Bulk Container FWVM0nthj00ntainer no c ar e 15 3110 aallan - MAeMM481 Buhr ODn%lrlar ronialner $232 255 16 UN 5pecil9callon OLINC yard nbwhox 40% $gra Subtotal - SUPPLIES 886 19 j5hlpment is a for FM -CVM elan [normals orilu a qQUFM - r 1,04 ShkxuwA to -gwuk irony Wichuxage For non-cornpabb$e materials yr _ X250 18 All contananxed HHW materials will be shipped to Anchorage via Barge to Seward snd by Highway to 2020 Viking Drive in Anchorage. All HHVV not treatedlregeled or Disposed of in Anchorage wK be shipped Fo i<nal TS0F's via steamship to Tacoma and Highway to TSIDF. DISPOSAL 41sp0581 C MtS a* for 10 aantama!p.. PWMIty+ cell containers and drums over 55 gakn capacity will be prareted. GASES 21A drum j $214 218 FImmmaW pnficIdRtharbicide aerosols 10 21 C F#0MhMmteble 210 1 1Mxud 21 D rooDv4rad nt in pressure Cylinder pW PME7d 1 $7.75 1 8 COIYImTfiuLE LKWIDS 22A Used oil No Uharge tor Uricontarnin2led Usedsen LLA M Cantaminated umW oil r18 7 220 Contaminated 4asW Fu8 U8I v a r pec e 50 E Y8Q1 C 1 23A Chtprinal4rd sohrenla 1 oh r }596 dnrm 266 93 23B Nonchtof nagad, flernnrehlo ud rP-c140 oh�ar 546 drum 266 23+C CORt9PflriBled asalIne a lor pee nesse n or gedrum 4 230 ntamirqvAm� milge No charge or Off rpe-, r uol5 sant to or a me 4 23E Oil-based 9uyt! nI MLMDO M81100 - IMPanack box 638 ?.9F QII-based paMntf( related maleriol - Ws ack dn+m 230 1 Oil-based palnYpaim related malerial - bWk 4nm 23H I Furrunahta ILcuid-tabUi-R - ln6rteraWn drum Cast hid Form HHW 2018 Amendment to Hazardous Waste Collection Program Contract - Page 4 of 6 for the Kodiak Island Borough Page 1 DISPOSAL Mposal Coals are for full con Lal ners, Partially full Dontslnrrs and drums aver 55 gallon capw4 wiN FLAUMIIBLE SOLIDS 24A Reactiv6 sotids - sad ack - lg6r enation drum 1550 2hB Reactive sollds ack - kuatff enVuhemkaal landfill drum 24C Spantanmusly combuslkble - I ack drum 6+05 24Q Foos when we - la ack - Incineration drum$550 �pbub 24E I Dywomw when wet - Iah a rk - IroslmenUchamical landfill drum $450 24G I HgFrway $red Marina Flares Each w+nru Kcna 25A Oxld¢er. Id - la ack - incineration drlrri 605 258 j0xldizer. liquitiftollid - labpack - %rsalrnwWdfs dn.rm 95 25C I0xldkzw. bgLodfsollid - la ack - irealmentldfseho a drum s3w 3135 U =air- oGvn�ertic 219A Cnrraslva I Idlsafid = - inclneraUan drum U25 2$13 $37 drum $325 98,515 20C drum drum 358 -FD—D'Dry alkaline batteries - re cle drum 3313 F8E 0 alkaline batterles - chernical landfill drum 533U $3153 28F NFCad baleries - recyclE drum 28OIM-Cad batberies - chemleal landfill drum $3.40 1 $374 M Icarben air batteries drum 374 281 Lithium Balteedes arum 0 1 $ OTHER REGLI�ATM NLATERIALS 29A I Class 9 - ark - ln:�narelion drum IM0 $37 296 iClanG - labpark - U-aatmertlehemleal landfill drum 4 74 2$C Ctass 9 - ack - tmtment+disrhar a drum 340 29D Non (able entl mefcontwWnated waste"ler drum $167 $184 29E Nary lBWeanlHre=Wconwnprretedwastevdler SBC $330 29F 4i debrls dirk s A-wbents drum 51 1D 99G Oil finers, used - chemical landfill drum 304 29H 011 filters, used - reg le drum 3D0 _ 29I IPCS Coriteinllnawlsollds60 pm drum300 $330 291 PC6 light ballasts. o k drum 300 20K PCB liquid drum 50 29L AndfrEITZereovejable No charge for 51ycol s c ora p 22M Antifreuze , used rec Gable NO Marge for U lycolsent to A 1crionagq5C 29N Latex pain13 - la sck deem $374 2910 Latex palnis - bulk drum 2Dp Spap5 & etQ is drum 5390 290 10thu reciulloted waste. li uidrwiid - la ck - incineration. drum 374 2SR dMM $349 $371 296 Usher MuWad waste, W uid+solid -1a sck - treatmealUdischa a drum 340 29T FlwnsoerM lkjhl bkdbrR - recycle - 4 fool conlelimr 1 la 29U Flumre9cerd 4aht bulbe - re ala - 9 fact contairtar 200 720 29v Fluaras+oenllight bkllbs-their ealland"-4(ook cont$[ner 100 25)4 IuareSCenitt btd4s-rdtemlca+l tandAn- $fast torrtainu 00 200 MISCELLAKEOVS 34 pty drums a No a r em dtu ms sent to Anch a e d rum Gast Bid Fora► HPM 2016 Amendment to Hazardous Waste Collection Program Contract - Page 5 of 6 for the Kodiak Island Borough l� STORAGE FACILITY TO BE USED FACILITY NAME FACILITY COKTACT NAME FACILITY PHONE NUMBER NRC Alaska, LLC - Viking Drive Facility EPA ID #AKDD000D4184 Rich Relmer -Dlm cor of Regulatory Compliance and CperalJons (907) 258-1558 Subcontractors onlacl NaTTPhDrw NLrmb@r Samson Tug and Barge 800 331-3522 WAD980981849 stem Marifte Weaver Brothers 907 278-4526 Environmental Services CARODOD30114 Burlinaton Environmental LLC Tacoma TBDf (253) 627-756b Z0257946 ingco rite 509 778-9Q89 UC Ecol -2275 I013073114&554 Come ms, extra sere iras or tonditiorLS= (lEx sheets may be attached if ncewary, ) C tafsEqC Cost Bad farm HHW 2018 Amendment to Hazardous Waste Collection Program Contract - Page 6 of 6 for the Kodiak Island Borough PROFESSIONAL SERVICES AGREEMENT Kodiak Island Borough Household Hazardous Waste Disposal Services Contract No. FY2018-25 THIS AGREEMENT made this /�` a ` day of A �? eh� 2018, by and between the Kodiak Island Borough and NRC Alaska, LLC, hereinafter called the Contractor. WITNESETH: That the Kodiak Island Borough and Contractor for the consideration hereinafter recited agree as follows: 1. Project: The Contractor agrees to perform all services as necessary for the completion of the Project in accordance with the Kodiak Island Borough Request for Bids and the bid submitted by the Contractor (Cost Bid Form, Exhibit 3), in accordance with the general "Scope of Work" attached hereto as Exhibits I and 2, and any additional specifications and addenda thereto which are signed by the parties or incorporated herein as part of this Agreement, which documents are hereinafter referred to as the Contract Documents. The services provided shall be of professional quality, to the degree of skill and diligence normally employed by professional contractors or consultants performing the same or similar services at the time said services are perfonned. 2. Term of Contract: The term of this Agreement shall be for Household Hazardous Waste Disposal Services, the first collection to take place on May 5, 2018, and thereafter the 1 st Saturday in May for four (4) additional annual collections. This Agreement may be renewed in 2022 for an additional five (5) year period at the option of the Kodiak Island Borough. 3. Compensation: The Kodiak Island Borough agrees to pay to the Contractor, as compensation for services, an amount not to exceed the hourly labor rates and disposal costs as presented in the "Cost Bid Form" prepared by the Contractor, attached hereto as Exhibit 3, and any additional specifications and addenda thereto which are signed by the parties or incorporated herein as part of the Contract Documents. 4. Payment: All requests for payment shall be for work completed unless otherwise agreed to by the Kodiak Island Borough. The Contractor shall provide any additional information the Kodiak Island Borough may reasonably require in support of any payment request. Monthly invoices shall be delivered to the Kodiak Island Borough no later than the end of the month and shall be paid within thirty (30) days from the date of the invoice unless the Kodiak Island Borough shall notify the Contractor in writing of its reason for not making payment of the sums requested. A service charge of one and one half percent (1.5%) per month may be charged on balances not paid by the Kodiak Island Borough within the terms stated above. 5. Insurance Requirements: The Contractor shall not commence work under the Agreement until he has obtained all the insurance required under this Agreement and such insurance has been approved by the Owner, nor shall the Contractor allow any subcontractor to commence work on his subcontract until the insurance required has been so obtained. The Contractor shall maintain such insurance as will protect him from claims under Worker's Compensation Acts and other employee benefit acts for damages because of bodily injury, including death, to his employees and all others for damages to property, any or all of which may arise out of or Page 1 of7 result from the Contractor's operations under the Agreement whether such operations be by himself or by any subcontractor or anyone directly or indirectly employed by either of them. Without limiting the Contractor's indemnification, it is agreed that the Contractor will purchase, at his own expense and maintain in force at all times during the performance of services under this Contract, the following policies of insurance. Failure to maintain insurance may, at the option of the Contracting Officer, be deemed Defective Work and remedied in accordance with the Contract. Where specific limits are shown, it is understood that they will be the minimum acceptable limits. If the Contractor's policy contains higher limits, the Borough shall be entitled to coverage to the extent of such higher limits. As a condition of award, certificates of insurance and policy endorsements must be furnished to the Contracting Officer. Evidence of the following insurance Policies will be furnished to the Owner prior to execution of the Agreement. These endorsements must provide thirty (30) day prior notice to the Borough in the event of cancellation, non- renewal or a material change in the policy. Proof of insurance is required of the following: (a) Workers' Compensation Insurance: The Contractor shall provide and maintain, for all employees of the Contractor engaged in work under this Contract, Workers' Compensation Insurance as required by applicable state law (A.S. 23.30.045) for all employees to be engaged in work at the site of the project under this Agreement. This coverage must include statutory coverage for States in which employees are engaging in work and employer's liability protection not less than $1,000,000 per person, $1,000,000 per occurrence. (b) Comprehensive (Commercial) General Liability Insurance The Contractor shall procure and maintain, during the life of the Agreement, public liability insurance and contractual liability. The minimum acceptable limits of combined single limit coverage shall be in an amount not less than four million ($4,000,000) dollars per occurrence and annual aggregates where generally applicable. And will include premise operations, independent contractors, products/completed operations, broad form property damage, blanket contractual and personal injury endorsements. The Kodiak Island Borough shall be named as an "Additional Insured" under all liability coverage listed above. (c) Comprehensive Automobile Liability Insurance: Covering all owned, hired, and non -owned vehicles and with coverage limits not less than $1,000,000 per person, $1,000,000 per occurrence bodily injury, and $1,000,000 property damage. The Contractor shall furnish endorsements issued to the contracting agency showing the type, amount, class or operations covered, effective date, and dates of expiration of policies. Such certificates shall contain substantially the following statement: "Thirty (30) days Notice of Cancellation or Change, Non Renewal, Reduction and/or Materials Change shall be sent to Director, Engineering/Facilities Department, Kodiak Island Borough." Page 2 of 7 Additional Insured: The following shall be an Additional Insured: The Kodiak Island Borough, including all elected, and appointed officials, all employees and volunteers, all boards, commissions, and/or authorities and their board members, employees and volunteers. The Additional Insured shall be named on the Contractor's coverage for Commercial General and Vehicle liability. 6. Indemnification: The Contractor specifically obligates himself to the Kodiak Island Borough in the following respects to wit: (i) to indemnify the Kodiak Island Borough against, and save it harmless from any and all claims, suits, or liability, on account of any negligent act or omission of the Contractor, or any of his officers, agents, employees or servants; (ii) to pay for all materials furnished and services performed under this Agreement, and (iii) the Kodiak Island Borough agrees to indemnify the Contractor from any claims, damages, losses, and costs, including, but not limited to, attorneys' fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the Kodiak Island Borough, the Kodiak Island Borough's employees or agents in connection with the Project. (iv) If the negligence or willful misconduct of both the Contractor and the Kodiak Island Borough (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the Contractor and the Kodiak Island Borough in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. 7. Claims: (a) Partial payments for work performed under this Agreement will equal the value of the work done by the Contractor at the agreed price, less the sum of previous payments as provided above; provided that the Contractor is not indebted to the Kodiak Island Borough or anyone else for professional services, fringes, taxes, supplies, materials, equipment, rental or other proper charges against the services covered by this Agreement. The Contractor will, upon completion of the Scope of Services and before final payment, furnish the Kodiak Island Borough with reasonable evidence that all services, labor, materials and equipment have been paid for in full. (b) The Contractor must notify the Kodiak Island Borough or its agent of any and all claims for costs in excess of the contract amount within ten (10) days of incurring such cost. 8. Changes and Modifications (a) The Kodiak Island Borough may, at any time by written order signed by the Project Manager of the Kodiak Island Borough, make changes in the specifications for services. Any additions or reductions to the amount of this Agreement resulting from authorized changes, whether initiated by the Contractor or the Kodiak Island Borough, must be agreed upon in writing by both parties hereto, subject to the contract and sale provisions of the Kodiak Island Borough Code. (b) The cost or credit to the Kodiak Island Borough resulting from a change in the services shall be determined as follows: (1) By mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; or (2) By the hourly fees stated in the Contract Documents or subsequently agreed upon. 9. Prosecution of Work: The Contractor shall prosecute the work in a prompt and diligent manner whenever such work or any part of it becomes available, in order to promote the general progress of the entire Project. Upon written request by the Kodiak Island Borough, the Contractor shall furnish to the Kodiak Island Borough such evidence as the Kodiak Island Borough may require relating to the ability of the Contractor to complete the Project. Page 3 of 7 10. Approvals: The Contractor shall obtain and pay for all permits, licenses and official inspections made necessary by his work, and shall comply with all laws, ordinances and regulations bearing on his work and the conduct thereof. 11. Stop Work: (a) If the Contractor fails to correct defective services as required herein or persistently fails to carry out the Project in accordance with the Contract Documents, the Kodiak Island Borough, by a written order signed personally or by an agent, may order the Contractor to stop work, or any portion thereof, until the cause for such order has been eliminated; however, this right of the Kodiak Island Borough to stop work shall not give rise to any duty on the part of the Kodiak Island Borough to exercise this right for the benefit of the Contractor or any other person or entity. (b) If the Contractor defaults or neglects to carry out the work in accordance with the Contract Documents and fails within fourteen (14) days after receipt of written notice from the Kodiak Island Borough to commence and continue correction of such default or neglect with diligence and promptness, the Kodiak Island Borough may, after seven (7) days following receipt by the Contractor of an additional written notice and without prejudice to any other remedy it may have, make good such deficiencies and use its best efforts to mitigate the cost of curing such default. In such case an appropriate change order shall be issued deducting from the payments then or thereafter due the Contractor the cost of correcting such deficiencies, including compensation for the Project Manager's additional services made necessary by such default, neglect or failure. If the payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Kodiak Island Borough. 12. Time (a) Definitions: (1) Unless otherwise provided, the contract time is the period of time allotted in this Agreement for substantial completion of the Project. (See Exhibit 1) (2) The date of commencement of the Project is the date established in this Agreement as set forth above. (3) The date of substantial completion of the Project or designated portion thereof is the date certified by the Project Manager when the Project is sufficiently complete, in accordance with the Contract Documents. (4) The date of final completion is the date that the Kodiak Island Borough certifies either orally or in writing that the Project is finished. (5) The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically designated. (b) All time limits set forth herein are of the essence of this Agreement. 13. Payments Withheld (a) The Kodiak Island Borough may withhold payments from the Contractor for any of the following reasons: (1) The application for payment misstates the amount of services completed; (2) Defective services not remedied; (3) Third party claims filed or reasonable evidence indicating probable filing of such claims; Page 4 or 7 (4) Failure of the Contractor to make payments properly to consultants and subcontractors or for professional services, materials or equipment; (5) Reasonable evidence that the Project cannot be completed for the unpaid balance of the contract sum; (6) Reasonable evidence that the Project will not be completed within the contract time; or (7) Persistent failure to perform the services in accordance with the Contract Documents. 14. Termination and Default: (a) If the Contractor is adjudged as bankrupt, or if he makes a general assignment for the benefit of his creditors, or if a receiver is appointed on account of his insolvency, or if he refuses or fails, except in cases for which extension of time is provided, to supply enough properly skilled professionals or proper services, or if he fails to make prompt payment to subcontractors or for materials or labor, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or otherwise is guilty of a violation of a provision of this Agreement, then the Kodiak Island Borough may, without prejudice to any right or remedy and after giving the Contractor 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, and may finish the work by whatever method it may deem expedient. In such case, the Contractor shall not be entitled to receive any further payment until the work is finished. (b) If the unpaid balance of the contract sum exceeds the costs of finishing the Project, including compensation for the Project Manager's additional services made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to the Kodiak Island Borough. The amount to be paid to the Contractor or to the Kodiak Island Borough, as the case may be, shall be certified by the Project Manager, upon application, and this obligation for payment shall survive the termination of the Contract. 15. Assignment: This Agreement shall not be assigned by operation of law or through negotiated agreement by the Contractor without the written permission of the Kodiak Island Borough. However, subcontracting portions of the Project to be performed pursuant to this Agreement shall not be considered an assignment for the purposes of this Agreement. 16. No Waiver: Failure of the Kodiak Island Borough or the Contractor to enforce a specific section of this Agreement against one another or to enforce a particular demand of the Kodiak Island Borough or the Contractor, made pursuant to the terms of this Agreement, shall not affect a waiver of any of the Kodiak Island Borough's or the Contractor's rights and powers as set forth in this Agreement. 17. Written Notice: Written notice shall be deemed to have been duly served if delivered in person to the individual or member of the firm or entity or to an officer of the corporation for whom it was intended, or if delivered at or sent by registered or certified mail to the last business address known to him who gives the notice. 18. Integration: The Agreement and the referenced documents represent the entire and integrated agreement between the parties hereto and supersede all prior negotiations, representations, or agreements, either written or oral. 19. Notice: Written notice pursuant to this Agreement shall be deemed delivered to either party if hand delivered to a superintendent or officer of a party or mailed to the parties at the following addresses: Page 5 of 7 20. Kodiak Island Borough - Furnished Data: The Kodiak Island Borough will provide to the Contractor all data in the Kodiak Island Borough's possession relating to the Contractor's services on the Project. The Contractor will reasonably rely upon the accuracy, timeliness, and completeness of the information provided by the Kodiak Island Borough. 21. Force Maieure: The Contractor is not responsible for damages or delays in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the Contractor. 22. Transfer of Waste and Title: The Kodiak Island Borough shall transfer possession of waste subject to the Kodiak Island Borough's warranties, indemnifications and obligations set forth herein. The Contractor may inspect the waste and reject non -conforming waste. "Non -conforming" shall mean waste that is not in accordance with the Request for Bids or has constituents or components not identified in the Request for Bids that may increase the hazard and risk undertaken by the Contractor or which cannot be stored, treated or disposed of at the Contractor's facility. If, following acceptance of the waste, the waste is found to be non- conforming, in whole or in part, the Contractor may revoke his acceptance of all such waste. Revocation of acceptance by the Contractor shall operate to revert back all ownership to the Kodiak Island Borough at the time revocation is communicated, either orally or in writing. The Kodiak Island Borough shall remove non- conforming waste, at its sole cost and expense, from the possession of the Contractor within seven (7) days after notice of revocation of acceptance. The Kodiak Island Borough shall pay the Contractor reasonable expenses and charges for handling and storing non -conforming waste. At all times during this Agreement, as between the Contractor and the Kodiak Island Borough, the Kodiak Island Borough shall be deemed to have generator title to all waste. 23 Kodiak Island Borough's Warranties: The Kodiak Island Borough warrants that: (a) it is under no legal obligation to order the transfer of possession of title to any waste transferred hereunder; (b) it shall inform the Contractor during the term hereunder of all hazards and risks known or learned by it incident to handling the waste; (c) it is in compliance and shall comply with all applicable federal, state and local laws, regulations and orders including, but not limited to, all equal employment opportunity laws, regulations and orders as amended. The Contractor warrants that: he possesses the business, professional and technical expertise to perform the services hereunder; he possesses the equipment, plant and employee resources required to perform in accordance with this Agreement; he will perform services under this Agreement in a manner consistent with the standards of practice applicable to companies who provide similar services in the locale where services are to be performed; Contractor shall be in compliance with all federal, state and local laws in performance of services; and he is now duly licensed, permitted and authorized pursuant to all applicable federal, state and local laws to perform the services hereunder. CONTRACTOR'S EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, STATUTORY OR IMPLIED (WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OF USAGE), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS AGREEMENT. 24. General Provisions (a) If a suit or action is instituted in connection with any controversy arising out of this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees and costs, including appeals. The Page 6 or M validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Alaska and applicable federal laws and regulations. (b) Except for the obligation to pay for services rendered, the performance of this Agreement may be suspended in the event that either party's obligations hereunder are delayed or hindered by a cause or causes beyond the reasonable control of such party. Such causes shall include, but not be limited to, acts of God, war, riot, fire, explosion, accident, hood, or sabotage; lack of adequate fuel, power, raw materials, labor or transportation facilities, governmental laws, regulations, regWrernents, orders or actions; breakage or failure of machinery or apparatus; national defense requirements; injunctions or restraining orders; labor trouble, strike, lockout or injunction. (d) The Kodiak Island Borough agrees to provide the Contractor and the Contractor's employees, agents and subcontractors, a safe working environment for any services performed on premises owned or controlled by the Kodiak Island Borough. (e) This is the entire understanding and agreement of the parties regarding the services and supersedes any and all prior contracts, agreenwats, terms and conditions whether written or oral that may exist between the parties hither to and/or which may be contained in any purchase order whether preprinted or not and/or similar document issued by the Kodiak Island Borough prior to this Agreement. No modification of this Agreement shall be binding on either party unless it is in writing and signed by an authorized representative of both parties. Kodiak Island Borough: 7I0 Nil Bay Road Kodiak, AK 99515 Borough Manager Kodiak Island B=* Clerk Page 7 or, NRC Alaska, LLC: 619 E Ship Creek Ave, Suite 309 Anchorage AK 99501 CONTRACTOR By: Its:liz'iRU.'eZS�QI4/L