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FY2025-11 LTP - Programming Support with Jacogs Engineering Group IncCONTRACT TRANSMITTAL FORM RETENTION SCHEDULE: CL -09 CONTRACTS Records related to obligations under contracts, leases, and other agreements between the borough and outside parties, successful bids, and proposals. Each department maintains the file while the contract is active. once inactive, retain procurements for another 4 years and retain contracts, leases, or agreements involving real property for another 11 years. DEPARTMENT: Engineering and Facilities CONTRACT NO.: FY2025-11 CONTRACT TITLE: LTP - Programming Support CONTACT PERSON: Brian Price VENDOR OR SERVICE PROVIDER: Jacobs Engineering Group Inc. Administrative contracts are contracts approved by the manager within the spending authority allowed by code. Assembly approved contracts are beyond the manager's spending authority and require approval by the Assembly during a meeting. APPROVED BY: MANAGERO ASSEMBLY O TYPE OF CONTRACT: Procurement EXTENSION OPTIONS: EXPIRATION DATE: 6/30/25 DATE OF APPROVAL: 7/30/24 PURGE DATE FOR PROCUREMENT (Exp. + 4 yrs): 6/30/2029 OR PURGE DATE FOR INVOLVING REAL PROPERTY (Exp. +11 yrs): If there's no expiration date, give the process on how or when this record should be purged or flagged for review. FILL OUT BELOW IF THE RECORD AMENDS, EXTENDS, OR IS A CHANGE ORDER TO A CONTRACT CATEGORY: Select Category APPROVED BY: MANAGER O ASSEMBLY O DATE OF APPROVAL: TYPE OF CONTRACT: Procurement EXTENSION OPTIONS: EXPIRATION DATE: PURGE DATE FOR PROCUREMENT (Exp. + 4 yrs): OR PURGE DATE FOR INVOLVING REAL PROPERTY (Exp. +11 yrs): If there's no expiration date, give the process on how or when this record should be purged or flagged for review. \\dove\borough\CL\U - RECORDS\FORMS\contract transmittal form NJ.docx Rev. 12/23 :►acobs Jena Hassinger Environmental Scientist Engineering and Facilities Department Kodiak Island Borough 710 Mill Bay Road Kodiak, AK 99615 July 18, 2024 Subject: Proposal for LTP Programming Support Dear Jena, FY2025-11 - LTP Programing Support 949 E. 36`h Ave., Suite 500 Anchorage, Alaska 99517 United States T +1.907.762.1500 F +1.907.762.1600 www.jacobs.com Per your request, Jacobs Engineering Group Inc. (Jacobs) is submitting this letter proposal for programming support at the Leachate Treatment Plant (LTP). Overview: The KIB has identified the need to establish a regular patching schedule to keep SCADA systems updated at the Leachate Treatment Plant. The proposed scope of work is as follows: Task 1: Rockwell processor maintenance KIB's Rockwell processor releases patch roll -up products monthly that would update security patches associated with KIB's Rockwell products. These monthly patch roll -up products are not always expected to include security updates, though a monthly check of these products is advised and budgeted. Jacobs will complete the monthly security patch check for KIB's Rockwell products, and complete downloads and installations as they are necessary. There is no cost for the patch roll -up checks or their installation due to the KIB purchased support license. Estimated labor for year 1 cost: 15 hours x $204.00/hour = $3,060 Estimated labor for year 2 cost: 15 hours x $210.12/hour = $3,152 Assumptions: Jacobs will make the required updates remotely. No travel required. KIB will provide access for our Jacobs programmer. Jacobs Engineering Group Inc. Jena Hassinger July 18, 2024 Page 2 of 3 Task 2: Additional Controls Support .Jacobs. An additional buffer is included to account for additional control support that may be required for the maintenance of systems and components at the LTP. These tasks would be determined and assigned as necessary by KIB. Estimated labor for year 1 cost: 12 hours x $204.00/hour = $2,448 Estimated labor for year 2 cost: 12 hours x $210.12/hour = $2,521 Cost Estimated costs for Jacobs programming and associated management are shown in the table below. 1 Rockwell Processor Maintenance $3,060 $3,152 2 Additional Controls Support $2,448 $2,521 3 Project Management $1,857 $1,913 Total Annual Cost $7,365 $7,586 Total Estimated Cost $14,951 As a result of the nature of the work being performed, there is potential for changes to occur to the scope and the cost of services. As part of ongoing project management, Jacobs will monitor progress of this project, especially as it relates to the original scope of work and schedule. Changes to the project assumptions or scope of work may increase the budget. If additional work or changes outside of the provided scope are deemed necessary, Jacobs will submit a revised scope and budget for approval by the Client prior to performing work outside of this proposed scope of work. Jacobs will only charge for the hours needed for this project so if the entire estimate is not used, Jacobs will only charge for labor and expenses actually used. We understand that KIB intends to fund this under a separate purchase order. Attached is our standard agreement for professional services. Please sign and return this agreement. Jacobs will start work upon receipt of the signed agreement and purchase order. If you have any questions about this, please contact me via email at cory.hindse-iacobs.com or via phone at (907) 229-6809. Sincerely, Jacobs Engineering Group Inc. Cory Hinds, P.E. Project Manager Attachments: Attachment 1 — Jacobs Agreement for Professional Services Attachment 2 — Jacobs 2024 Rate Sheet Jacobs Engineering Group Inc. Josh Lawson Manager of Projects AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN JACOBS ENGINEERING GROUP INC. AND KODIAK ISLAND BOROUGH AGREEMENT FOR PROFESSIONAL SERVICES TABLE OF CONTENTS ARTICLE 1 General Obligations of Engineer ARTICLE 2 General Obligations of Client ARTICLE 3 Compensation ARTICLE 4 Payments ARTICLE 5 Period of Service ARTICLE 6 Changes in Scope of Services ARTICLE 7 Warranty ARTICLE 8 Indemnification ARTICLE 9 Limitation of Liability ARTICLE 10 Insurance ARTICLE 11 Relationship of Engineer to Client ARTICLE 12 Personnel ARTICLE 13 Ownership of Instruments of Service and Data ARTICLE 14 Permits and Licenses ARTICLE 15 Adherence to Laws ARTICLE 16 Nondisclosure of Proprietary and Confidential Materials ARTICLE 17 Certification or Sealing of Instruments of Services by Professional Engineer ARTICLE 18 Force Majeure ARTICLE 19 Project Delay ARTICLE 20 Construction Phase Services ARTICLE 21 Governing Law ARTICLE 22 Alternate Dispute Resolution ARTICLE 23 Notices and/or Communications ARTICLE 24 Miscellaneous File: APS —JPMCo (4-6-09) 1 1 1 1 2 2 2 3 3 4 4 4 5 5 5 5 6 6 7 7 8 8 9 9 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and executed as of the 30 th day of 3"IJ , 201.4 by and between JACOBS ENGINEERING GROUP INC., with a place of business at 949 E. 36th Ave., Suite 500, Anchorage, Alaska, 99517 (hereinafter called "Engineer") and KODIAK ISLAND BOROUGH, an unincorporated borough, with a place of business at 710 Mill Bay Road Kodiak, Alaska, 99615 (hereinafter called "Client"), collectively referred to herein as "Parties", provides as follows: ARTICLE 1 GENERAL OBLIGATIONS OF ENGINEER The description of the Client's project (the "Project") and scope of services (hereinafter "Services") to be provided to Client is stated in a formal Proposal from Engineer dated July 18, 2024 Re "Proposal for LTP Programming Support" (the "Proposal"). The Proposal is made a part of this Agreement by reference. ARTICLE 2 GENERAL OBLIGATIONS OF CLIENT Client shall provide Engineer full information regarding Client's requirements for the Project and shall provide information regarding existing facilities, such as drawings, as -built drawings, legal description, easements, rights of way, agreements with any utilities, or any other information in Client's possession which is necessary or useful in connection with the Project. Client shall appoint a representative that will have the authority to make decisions on behalf of Client regarding the Project. Client shall make decisions regarding the Project in a timely manner. ARTICLE 3 COMPENSATION Engineer will be compensated for Services as set forth in the Proposal. ARTICLE 4 PAYMENTS Engineer will submit bi-weekly or monthly invoices for compensation and expenses by electronic transmission. Payments will be due within 30 days after receipt of invoices and shall be made by electronic funds transfer to the bank and account designated in the invoice. Past due amounts will accrue interest at one and one-half percent (1'/z%) per month, without limiting other remedies. File: APS — JPMCo (4-6-09) Page 1 of 10 In the event Client does not make payments as required herein, in addition to any other remedy available to Engineer, including but not limited to termination, Engineer shall have the right to suspend its performance on the Project and await receipt of all payments and interest then due before resuming performance. Engineer shall be entitled an extension of time for the period of suspension. During any suspension, Engineer shall have the right to terminate the Agreement for non-payment. ARTICLE 5 PERIOD OF SERVICE Engineer shall make its best efforts to complete its Services for the Project within the time period set forth in the Proposal. ARTICLE 6 CHANGES IN SCOPE OF SERVICES Client may, at any time, make changes in the scope of Services for the Project or in the definition of Services to be performed. In the event Client notifies Engineer of its desire to make a change in the scope of Services that may change the cost of performance, Engineer shall, within ten (10) working days after receiving such notice, give Client notification of any potential change in price for the Services. Equitable adjustments to price and time of performance resulting from scope of Services changes will be negotiated and upon mutual agreement by Client and Engineer, this Agreement will be modified by a written instrument, signed by both parties, to reflect the changes in scope of Services, price and schedule. ARTICLE 7 WARRANTY A. Engineer warrants that its engineering, design and consulting Services will be performed in accordance with generally accepted standards in the industry. Following completion of its Services and for a period of twelve (12) months thereafter, if the Services provided hereunder do not conform to the warranty above stated and the same is reported to Engineer by Client in writing promptly after recognition thereof, Engineer shall, at no cost to Client, furnish all remedial engineering, design or consulting Services required in connection therewith as soon as reasonably possible after receipt of such report from Client; and Engineer shall have no liability for costs related to the repair, replacement, addition or deletion of materials, equipment or facilities as a result of such failure to conform to the above -referenced warranties, which costs shall be deemed costs of the project, whether incurred during performance of the Services or after completion of the Services. B. Engineer's warranties shall not apply to any defect which results from: ordinary wear and tear, misoperation, corrosion or erosion, noise levels, operating conditions more severe than those contemplated in the original design, or a defect in a process or mechanical design or equipment furnished or specified by Client or others. C. All representations, warranties and guarantees made by Engineer in connection with its Services are limited to those set forth in this Article 6. IMPLIED WARRANTIES OF File: APS — JPMCo (4-6-09) Page 2 of 10 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED. For any deficiencies in the Services, Client shall be restricted to the remedies expressly set forth in this Article 6; such remedies are Client's sole and exclusive remedies for deficiencies in the Services and Client hereby waives any and all other remedies, whether at law or in equity, and regardless of whether the claim is asserted under contract, tort (including the concurrent or sole and exclusive negligence of Engineer), strict liability or otherwise. ARTICLE 8 INDEMNIFICATION A. Engineer will defend, indemnify and hold the Client harmless from all claims, liabilities, demands, costs, expenses (including attorneys' fees) and causes of action arising out of third parry claims for bodily injury (including death) and damage to tangible property to the extent caused by a negligent act or omission of Engineer, its employee or subconsultant. B. The Client hereby agrees to release, waive all rights of subrogation against, defend, indemnify and hold Engineer harmless from all claims, liabilities, demands, costs, expenses (including attorneys' fees) and causes of action arising out of bodily injury (including death) to any person or damage or loss to any property ("Harms"), irrespective of Engineer's fault (including, without limitation, breach of contract, tort including concurrent or sole and exclusive negligence, strict liability or otherwise of Engineer), when the Harms result from (i) the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon land, the atmosphere or any water course or body of water; (ii) errors or omissions in Engineer's Services due to Engineer being required, directly or indirectly, by Client to take certain actions contrary to the recommendations of Engineer; (iii) errors or omissions in Engineer's Services while assisting in the commissioning, start-up or operation of Client's facilities; and (iv) the acts, errors, omissions or negligence of Client, its employee or other contractor. ARTICLE 9 LIMITATION OF LIABILITY The total aggregate liability of Engineer arising out of the performance or breach of this Agreement shall not exceed twenty-five percent (25%) of the compensation paid to Engineer under this Agreement. Notwithstanding any other provision of this Agreement, Engineer shall have no liability to the Client for contingent, consequential or other indirect damages including, without limitation, damages for loss of use, revenue or profit (direct or indirect); operating costs and facility downtime; or other similar business interruption losses, however the same may be caused. The limitations and exclusions of liability set forth in this Article shall apply regardless of the fault, breach of contract, tort (including negligence), strict liability or otherwise of Engineer, its employees or subconsultants. The Parties agree that the limitations of liability and waiver of damages as set forth herein shall not be interpreted as a form of indemnification. File: APS — JPMCo (4-6-09) Page 3 of 10 ARTICLE 10 INSURANCE A. During the term of this Agreement, Engineer shall, at its sole expense, secure and maintain in force policies of insurance of the following types: 1. Workers' compensation coverage in accordance with the statutory requirements of the jurisdiction in which services are to be performed. 2. Employer's liability insurance with a minimum of $250,000. 3. Comprehensive General Liability Insurance, subject to a limit for bodily injury and property damage combined of at least $1,000,000 aggregate. 4. Automobile liability insurance subject to a limit for bodily injury and property damage combined, of at least $1,000,000 per occurrence. B. Engineer shall furnish Client certificates of insurance evidencing the insurance coverages required in this Article 9. The certificates shall stipulate that should any of the above insurance policies be cancelled before the termination of this Agreement, the issuing company will endeavor to mail thirty (30) days' written notice to Client. C. As between Engineer and Client, Client agrees to insure (or at its election to self -insure) its existing property and the facilities which are the subject of the Engineer's services, from risks insurable under Fire and Extended Coverage, All Risk Builder's Risk, and Business Interruption Insurance policies. Client hereby waives any rights which it or its insurers may have against Engineer for any damages, losses or expenses resulting from the risks to be insured (or self-insured) by Client or its contractors on the facilities which are the subject of Engineer's Services, and Client agrees to include Engineer as an additional insured in all such policies and in any waiver of rights obtained by Client from its contractor with respect to property damage insurance carried by such contractor. ARTICLE 11 RELATIONSHIP OF ENGINEER TO CLIENT The Engineer shall be and shall operate as an independent contractor with respect to the Services performed under this Agreement and shall not be nor operate as an agent or employee of Client. This Agreement is not intended to be one of hiring under the provisions of a Workers' Compensation statute or other law and shall not be so construed. ARTICLE 12 PERSONNEL Engineer agrees that during Engineer's performance of Services hereunder, adequate provision shall be made to staff and retain the services of such competent personnel as may be appropriate or necessary for the performance of such Services. Client shall have the right to review the personnel assigned by Engineer, and Engineer shall remove any personnel not acceptable to Client. Engineer may remove personnel assigned to the Project without Client's prior approval, provided the progress of the Services shall not be unreasonably impaired. File: APS — JPMCo (4-6-09) Page 4 of 10 ARTICLE 13 OWNERSHIP OF INSTRUMENTS OF SERVICE AND DATA A. Client agrees to defend, indemnify and hold harmless Engineer and its employees from and against claims resulting from re -use of the design data, drawings, estimates, calculations and specifications prepared by Engineer ("instruments of service") on extensions of the project or at a location other than that contemplated by this Agreement. Client is advised that should Client re -use the instruments of service at another location, the instruments of service should be reviewed and sealed by Client or an engineer licensed in the jurisdiction where the instruments of service are sought to be re -used. B. All materials and information that are the property of Client and all copies or duplications thereof shall be delivered to Client by Engineer, if requested by Client, upon completion of Services. Engineer may retain one complete set of reproducible copies of all of its instruments of service. ARTICLE 14 PERMITS AND LICENSES Engineer represents to Client that it has and will maintain during the performance of the Services under this Agreement any permits or licenses which, under the regulations of federal, state, or local governmental authority, it may be required to maintain in order to perform the Services. ARTICLE 15 ADHERENCE TO LAWS Engineer shall adhere to federal, state, and local laws, rules, regulations, and ordinances applicable to performance of the Services hereunder including, without limitation, all applicable provisions of federal and state law relating to equal employment opportunity and non- discrimination. ARTICLE 16 NONDISCLOSURE OF PROPRIETARY AND CONFIDENTIAL MATERIALS Client and Engineer agree that any disclosure will be made on the following basis: A. Confidential Client Information ("Primary Data") disclosed to Engineer which is identified in writing by Client as proprietary to Client shall be: (1) safeguarded, (2) maintained in confidence, and (3) made available by Engineer only to those of its employees or others who have a need -to -know and agree to equivalent conditions pertaining to nondisclosure as contained herein. B. Upon completion of the Project or sooner if Client so requests, the Engineer shall return to Client's representative all Primary Data furnished to the Engineer under this Agreement and shall, if requested, deliver to the Client's representative all drawings, schedules, File: APS —JPMCo (4-6-09) Page 5 of 10 calculations, and other documents generated by Engineer for use in connection with the Project ("Secondary Data"). C. Engineer shall not use for itself or to disclose to third parties any Primary Data or Secondary Data without the prior written consent of Client. D. The nondisclosure obligations pertaining to Primary and Secondary Data shall terminate three (3) years from date Engineer's association with this Project terminates. The nondisclosure obligations shall not apply to any data which: 1. Was known to the Engineer (and previously unrestricted) before disclosure of Primary Data to Engineer under this Agreement or before generation of Secondary Data; 2. Is subsequently acquired by the Engineer from a third party who is not in default of any obligation restricting the disclosure of such information; or 3. Is subsequently available or becomes generally available to the public. E. Notwithstanding this nondisclosure obligation, Engineer may nevertheless draw upon its experience in its future association with other clients. ARTICLE 17 CERTIFICATION OR SEALING OF INSTRUMENTS OF SERVICE BY PROFESSIONAL ENGINEER All specifications, drawings, and other engineering documents that are prepared by Engineer shall be certified or sealed by a registered professional engineer. Such certifications or seals shall be valid for the state in which the specifications, drawings, or other engineering documents are to be used or applied. ARTICLE 18 FORCE MAJEURE Any delays in or failure of performance by Engineer or Client, other than the payment of money, shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences beyond the reasonable control of Client or Engineer, as the case may be, including but not limited to, acts of God or the public enemy; compliance with any order or request of any governmental authority; fires, floods, explosion, accidents; riots, strikes or other concerted acts of workmen, whether direct or indirect; or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of Client or Engineer respectively. In the event that any event of force majeure as herein defined occurs, Engineer shall be entitled to a reasonable extension of time for performance of its Services under this Agreement. File: APS — JPMCo (4-6-09) Page 6 of 10 ARTICLE 19 PROJECT DELAY If the Engineer's proposal calls for provision of its Services under a guaranteed maximum price, fixed fee, or stipulated lump sum basis and the Engineer's work on any phase of the Services is extended by one or more force majeure events or other delays not attributable in whole or in part to the fault of Engineer, then the guaranteed maximum price, fixed fee, or stipulated lump sum, as the case may be, shall be equitably adjusted. ARTICLE 20 CONSTRUCTION PHASE SERVICES If this Agreement includes the furnishing of any Services during the construction phase of the Project, the following terms will apply: A. If Engineer is called upon to observe the work of Client's construction contractor(s) for the detection of defects or deficiencies in such work, Engineer will not bear any responsibility or liability for such defects or deficiencies or for the failure to so detect. Engineer shall not make inspections or reviews of the safety programs or procedures of the construction contractor(s), and shall not review their work for the purpose of ensuring their compliance with safety standards. B. If Engineer is called upon to review submittals from construction contractors, Engineer shall review and approve or take other appropriate action upon construction contractor(s)' submittals such as shop drawings, product data and samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the contract documents. The Engineer's action shall be taken with such reasonable promptness as to cause no delay in the work while allowing sufficient time in the Engineer's professional judgment to permit adequate review. Review of such submittals will not be conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the construction contractor, all of which remain the responsibility of the construction contractor. The Engineer's review shall not constitute approval of safety precautions or of construction means, methods, techniques, sequences or procedures. The Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. C. Engineer shall not assume any responsibility or liability for performance of the construction services, or for the safety of persons and property during construction, or for compliance with federal, state and local statutes, rules, regulations and codes applicable to the conduct of the construction services. D. All services performed by others, including construction contractors and their subcontractors, shall be warranted only by such others and not by the Engineer. File: APS —JPMCo (4-6-09) Page 7 of 10 E. All contracts between Client and its construction contractor(s) shall contain broad form indemnity and insurance clauses in favor of Client and Engineer, in a form satisfactory to Engineer. ARTICLE 21 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. ARTICLE 22 ALTERNATE DISPUTE RESOLUTION A. Client and Engineer understand and appreciate that their long term mutual interests will be best served by affecting a rapid and fair resolution of any claims or disputes which may arise out of this Agreement. Therefore, both Parties agree to use their best efforts to resolve all such disputes as rapidly as possible on a fair and equitable basis. Toward this end both Parties agree to develop and follow a process for presenting, rapidly assessing, and settling claims on a fair and equitable basis. B. If any dispute or claim arising under this Agreement cannot be resolved by the project managers for the Parties within thirty (30) days after they identified the problem, the Parties agree that either of them may refer the matter to a panel consisting of one (1) executive from each party not directly involved in the claim or dispute for review and resolution. A copy of the Agreement, agreed upon facts (and areas of disagreement), and concise summary of the basis for each side's contentions will be provided to both executives who shall review the same, confer, and attempt to reach a mutual resolution of the issue. C. If the dispute cannot be resolved under the process set forth in Section B, the Parties may elect to resolve the dispute through non-binding mediation. If mediation is to be utilized, the Parties shall select a single unrelated but qualified Mediator who shall hold a hearing (not to exceed half a day) during which each Party shall present its version of the facts (supported, if desired, by sworn, written testimony, and other relevant documents), its assessment of damages, and its argument. The Parties shall provide the Mediator with copies of all documents provided to their senior executives under Section B at least ten (10) days prior to the scheduled date of the mediation hearing. The Parties may also provide the Mediator with copies of any laws or regulations that they feel are relevant to the dispute. A copy of the Agreement and any disputed Purchase Orders will be provided to the Mediator. Formal written arguments, legal memorandum, and live testimony are discouraged but may be permitted at the discretion of the Mediator. Both Parties agree to make any involved employees or documents available to the other Party for its review and use in preparing its position under this clause without the need for subpoena or other court order. D. Following the mediation, the Mediator will meet with both Parties and provide each of them, on a confidential basis, with his/her views of the strengths and weaknesses of their respective positions. The Parties will then reconvene and, with the assistance of the Mediator, attempt to resolve the matter. If the Parties cannot achieve resolution on the day File: APS — JPMCo (4-6-09) Page 8 of 10 of the mediation hearing or within forty-eight (48) hours thereafter, the Mediator will, within fifteen (15) additional days, issue a written, non-binding decision on the issue. E. If the matter has not been resolved utilizing the processes set forth above and the Parties are unwilling to accept the non-binding decision of the Mediator, either or both Parties may elect to pursue resolution through litigation. In the event of any litigation between the Parties, it is agreed and stipulated that the case shall be heard and decided by the court, without a jury. F. The costs of the Mediator shall be borne equally by the Parties. Each Party will bear its own costs of mediation. ARTICLE 23 NOTICES AND/OR COMMUNICATIONS All notices and/or communications to be given under this Agreement shall be in writing and shall be addressed as follows: To En ig neer Original to: Cory Hinds, P.E. Position: Project Manager Address: Jacobs Engineering Group Inc. 949 E. 36th Avenue, Suite 500 Anchorage, AK 99508 Copy to: Matthew Ziriada Position: Contracts Manager Address: Matthew.ziriada@jacobs.com To Client Original to: Position: Address: Kodiak Island Borough Copy to: Position: Address: 710 Mill Bay Road Kodiak, AK 99615 Either parry may, by written notice to the other, change the representative or the address to which such notices, certificates, or communications are to be sent. Any notice or communication required in writing hereunder shall be given by registered, certified, or first class mail (postage required), TWX, telex, or telecopy addressed to the parry at its address set forth above. Communications by TWX, telex, or telecopy shall be confirmed by depositing a copy on the same day with the U.S. Post Office for transmission by registered, certified, or first class mail in an envelope properly addressed. The postmark date of notices sent by mail (except for confirmatory notices) shall be the date of notice. ARTICLE 24 MISCELLANEOUS A. Waiver. Waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way effect, limit, or waive such party's rights thereafter to enforce and compel strict compliance with all the terms and conditions of this Agreement. File: APS —JPMCo (4-6-09) Page 9 of 10 B. Severability. Any provision of this Agreement prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions of this Agreement. C. Rights and Remedies. The specific remedies set forth in this Agreement, including but not limited to those remedies with respect to the quality of the Services performed by Engineer hereunder, are the exclusive remedies of the Parties. D. Transfer of Ownership. Client represents that either it is the sole owner of the facilities which are the object of the Services or that it is authorized to bind and does bind all owners of such facilities to the releases and limitations of liability set forth in this Agreement. Client further agrees that any future recipient of any interest in the facilities and the Services will be bound by such releases and limitations of liability such that the total aggregate liability of Engineer to Client and such recipients shall not exceed the limits of liability set forth in this Agreement. E. Time of Accrual. For services performed by Engineer before substantial completion, all causes of action against Engineer shall accrue and the statute of limitations shall commence to run no later than the date of substantial completion of the Project. For services performed by Engineer after the date of substantial completion but before final completion of the Project, all causes of action against Engineer shall accrue and the statute of limitations shall commence to run no later than the date of final completion. The Parties expressly agree that the discovery rule for purposes of accrual shall not apply. F. Publicity. Neither of the Parties shall make any press release, news disclosure or other advertising related to the Project that includes the name of the other party without first obtaining the written approval of the other party. G. Entirety of Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and discussions concerning the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written. ENGINEER: JACOBS ENGINEERING GROUP INC. By: Name: Josh Lawson Title: Manager of Projects CL NT: KO IA ISLAND UGH By: Name: pAVID CONRAD Title: �W. w --J , 6 M C 4 41 Date: July 19, 2024 Date: File: APS —JPMCo (4-6-09) Page 10 of 10 2024 Rate Sheet Jacobs CategoryFunctional Principal Engineer/Scientist/Specialist 208 Senior Engineer/Scientist/Specialist 204 Associate Engineer/Scientist/Specialist 181 Staff Engineer/Scientist/Specialist 141 Technician III 113 Technician II 107 Technician 1 102 Office/Administration/Accounting 85 Notes: Rates will be escalated 3% per year. [Document number]